The Board of Smithson Investment Trust plc (the “Company”) is pleased to announce that the Company intends to publish a supplementary prospectus (the “Supplementary Prospectus”), which is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 17 September 2018 (the “Prospectus”) in relation to the initial placing, intermediaries offer and offer for subscription (together the “Initial Issue”) of up to 35 million ordinary shares of £0.01 each in the capital of the Company at a price of £10 per Ordinary Share and the proposed placing programme for up to 45 million new Ordinary Shares in the capital of the Company (inclusive of any Ordinary Shares issued pursuant to the Initial Issue and Placing Programme).
The publication of the Supplementary Prospectus is a regulatory requirement under the Prospectus Rules to disclose details of an increase in the size of the Initial Issue and Placing Programme. Since publication of the Prospectus and commencement of marketing in connection with the Initial Issue, the Company has experienced very significant demand for Ordinary Shares from a broad range of investors and has exceeded the initial target of the Initial Issue of 25 million Ordinary Shares. Accordingly, the Directors have decided to increase the number of Ordinary Shares to be issued by the Company pursuant to the Initial Issue by up to a further 35 million1 Ordinary Shares. In addition, the number of Ordinary Shares available to be issued under the Placing Programme has been increased to 15 million.2
As a result of the increase in the target number of Ordinary Shares to be issued under the Initial Issue, the Company's Investment Manager, Fundsmith LLP has confirmed that the expected time for deployment of the Issue Proceeds has been extended. Assuming that Issue Proceeds of £600 million are received, the Investment Manager now expects to be able to deploy 92 per cent. of the Issue Proceeds within 7 business days (with the balance being fully invested within 22 business days of Admission).
The Company also notes that Lord St. John of Bletso, a Director of the Company, is proposing to increase the number of Ordinary Shares for which he is subscribing for pursuant to the Offer from 5,000 Ordinary Shares to 10,000 Ordinary Shares for a total issue price of £100,000.
Availability and hard copies of the Supplementary Prospectus
A copy of the Supplementary Prospectus will be submitted to the National Storage Mechanism and will be made available for inspection at www.morningstar.co.uk/uk/nsm and on the Company's website at https://www.smithson.co.uk/.
If you have subscribed for Ordinary Shares pursuant to the Offer for Subscription or the Intermediaries Offer via the Company's online application portal (www.smithsonipo.co.uk), you will receive a copy of the Supplementary Prospectus by email to the email address given to Link Asset Services as part of your subscription application. If you have subscribed for Ordinary Shares using a paper Application Form, a copy of the Supplementary Prospectus will be posted to you today.
A copy of the Supplementary Prospectus will also be available for viewing at the Company's offices at Mermaid House, 2 Puddle Dock, London EC4V 3DB.
Right to withdraw
Any investor who has submitted an application to subscribe for Ordinary Shares pursuant to the Offer for Subscription or the Intermediaries Offer shall be entitled to withdraw their application at any time prior to 1 p.m. on Friday 12 October 2018.
Investors who wish to exercise their right to withdraw should, once published, refer to the Supplementary Prospectus for instructions on how to do so.
Updated expected timetable
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Latest time and date for receipt of Application Forms in respect of the Offer for Subscription(1) |
1 p.m. on 12 October 2018 |
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Latest time and date for receipt of completed applications in respect of the Intermediaries Offer(1) |
1 p.m. on 12 October 2018 |
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Latest time and date for receipt of withdrawal requests in respect of applications made under the Offer for Subscription or Intermediaries Offer |
1 p.m. on 12 October 2018 |
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Latest time and date for commitments under the Initial Placing(1) |
1 p.m. on 16 October 2018 |
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Publication of results of the Issue |
17 October 2018 |
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Admission and commencement of unconditional dealings in the Ordinary Shares issued under the Initial Issue (2) |
8 a.m. on 19 October 2018 |
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CREST accounts credited in respect of uncertificated Ordinary Shares issued under the Initial Issue |
19 October 2018 |
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Where applicable, share certificates dispatched in respect of Ordinary Shares issued under the Initial Issue(3) |
Within 10 Business Days of Initial Admission |
(1) The Directors may, with the prior approval of Investec, extend such dates and thereby extend any of the Initial Placing, Intermediaries Offer and/or Offer periods, to a time and date no later than noon on 30 November 2018 in respect of the Initial Issue. If any such periods are extended, the Company will notify investors of such change by the publication of an RIS announcement.
(2) Times and dates are subject to change.
(3) Underlying applicants who apply under the Intermediaries Offer for Ordinary Shares will not receive share certificates.
Investec Bank plc is acting as sole sponsor, bookrunner, broker and intermediaries offer adviser in relation to the Issue, and with effect from Admission, will act as the Company's corporate broker.
Except where the context requires otherwise, defined terms herein shall have the meanings given to them in the Prospectus.
The Company's LEI is: 52990070BDK2OKX5TH79.
A copy of this announcement will be available on the Company's website at www.smithson.co.uk. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of an RIS Announcement, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.
Enquiries:
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Fundsmith LLP |
+44 (0)20 3551 6337 |
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Mark Laurence, Chief Operating Officer Simon Godwin, Chief Financial Officer |
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Investec Bank plc (Sole Sponsor, Bookrunner, Broker and Intermediaries Offer Adviser) |
+44 (0) 20 7597 5970 |
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Darren Vickers |
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David Herring Helene Comitis |
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Kepler Communications |
+44 (0) 7989 528 421 |
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Charlotte Balbirnie |
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Notes:
1. The Directors have reserved the right, in consultation with Investec Bank plc, to increase the size of the Issue to a maximum of up to 90 million Ordinary Shares if overall demand exceeds 60 million Ordinary Shares. Any such increase will be announced through an RIS Announcement.
2. The Directors are now authorised to issue up to 105 million Ordinary Shares in aggregate pursuant to the Initial Issue and the Placing Programme.
Disclaimer
This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Fundsmith, which is authorised and regulated by the Financial Conduct Authority.
This announcement is an advertisement and does not constitute a prospectus or a key information document (“KID”) relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to subscribe for, any shares in the Company in any jurisdiction 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 therefor. Copies of the Prospectus and the KID are available from the Company's registered office and www.smithson.co.uk.
Recipients of this announcement who are considering acquiring Ordinary Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus and, once published, the Supplementary Prospectus, which may be different from the information contained in this announcement. The subscription for Ordinary Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “US Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act). The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed in any member state of the European Economic Area (other than the United Kingdom and the Republic of Ireland), Canada, Australia, Japan or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement may include “forward-looking statements”. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the formal prospectus. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained in this announcement 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 Financial Services and Markets Act 2000, the Listing Rules or Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.
Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Investec or advice to any other person in relation to the matters contained herein. Neither Investec nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) 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 and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the 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 Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue and the Placing Programme.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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.
PRIIPS (as defined below)
ln accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (“PRIIPs”) and its implementing and delegated acts (the “PRIIPs Regulation”), the Investment Manager has prepared a KID in respect of the Ordinary Shares. The KID is made available by the Investment Manager to “retail investors” prior to them making an investment decision in respect of the Ordinary Shares at www.smithson.co.uk.
If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is provided to any clients that are “retail clients”.
The Investment Manager is the only manufacturer of the Ordinary Shares for the purposes of the PRIIPs Regulation and Investec is not a manufacturer for these purposes. Investec makes no representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Investment Manager nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Investec and its affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the KID. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.