22nd Apr 2021 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR WITHIN THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, AUSTRALIA, CANADA, JAPAN, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is for information only and 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 shares in the Company in any jurisdiction, including in or into the United States, any member state of the European Economic Area, Australia, Canada or Japan. Neither this announcement nor the fact of its distribution should form the basis of, or be relied on in connection with, any investment decision in respect of The Schiehallion Fund Limited (the "Company") or its C shares of no par value (the "C Shares").
22 April 2021
The Schiehallion Fund Limited
Legal Entity Identifier: 213800NQOLJA1JCWXQ56
Results of Placing and Total Voting Rights
Further to its announcement on 23 March 2021, the Board of the Company is pleased to announce that the Company has raised gross proceeds of US$700,000,000 pursuant to its placing of C Shares (the "Placing"). The Placing was significantly oversubscribed and accordingly, after scaling back, 700,000,000 C Shares (the maximum available pursuant to the Placing) will be issued pursuant to the Placing. The Net Asset Value per C Share immediately following Admission is not expected to be less than US$0.99.
Application has been made to the London Stock Exchange for the C Shares to be admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and that unconditional dealings in the C Shares will commence at 8:00 a.m. on 26 April 2021.
The total number of C Shares with voting rights in issue immediately following Admission will be 700,000,000 C Shares and the total number of Ordinary Shares with voting rights in issue immediately following Admission will be 482,465,002 Ordinary Shares. The total number of voting rights in the Company immediately following Admission will be 1,182,465,002. This above figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Dealing Codes
The dealing codes for the C Shares are as follows:
ISIN GG00BMH3TR59
SEDOL BMH3TR5
Ticker MNTC
Terms used and not defined in this announcement shall have the meanings given to them in the Company's prospectus published on 23 March 2021.
For further information please contact:
Baillie Gifford & CoAlex BlakeTel: 0131 275 2859
Winterflood Securities Limited (Sole UK Placing Agent and Bookrunner)Darren WillisInnes UrquhartNeil MorganTel: 020 3100 0000
IMPORTANT NOTICE
This announcement, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, any member state of the European Economic Area, Australia, Canada, Japan or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any resident of the United States.
The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions.
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors are not and will not be entitled to the benefits of the Investment Company Act. The C Shares have not been and will not be registered under the US 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, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an 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 in the United States and in a manner which would not result in the Company being required to register under the Investment Company Act. In connection with the Placing, the C Shares are being offered or sold only (i) outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the Securities Act, and (ii) to persons who are both "qualified purchasers" as defined in the Investment Company Act ("Qualified Purchasers") and "accredited investors" as defined in Regulation D under the Securities Act ("Accredited Investors") pursuant to an exemption from the registration requirements of the Securities Act. There has been and will be no public offer of the C Shares in the United States.
Neither the US Securities and Exchange Commission nor any state securities commission has approved or disapproved of the C Shares or passed upon or endorsed the merits of the offering of the C Shares or the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.
The merits or suitability of the C Shares must be independently determined by each investor on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
ENDS
Related Shares:
The Schiehalli.