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Literacy Capital

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Literacy Capital THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO PURCHASE OR TO SUBSCRIBE FOR, ANY SHARES TO ANY PERSON IN ANY JURISDICTION. THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from your stockbroker, bank, solicitor, accountant or other independent financial adviser who is authorised under the Financial Services and Markets Act 2000 (the "FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. This Prospectus comprises a prospectus relating to Literacy Capital plc (the "Company") in connection with the admission of the Ordinary Shares of the Company to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market, prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority made pursuant to section 73A of the FSMA. This Prospectus has been approved by the Financial Conduct Authority as the competent authority under the UK version of Regulation (EU) 2017/1129 (the "UK Prospectus Regulation") which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. The Financial Conduct Authority only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Company that is the subject of this Prospectus or of the quality of the Ordinary Shares and investors should make their own assessment as to the suitability of investing in the Ordinary Shares. Securities admitted to trading on the Specialist Fund Segment are not admitted to the Official List of the Financial Conduct Authority. Therefore, the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the Financial Conduct Authority's Listing Rules. The London Stock Exchange has not examined or approved the contents of this Prospectus. The Specialist Fund Segment is intended for institutional, professional, professionally advised and knowledgeable investors who understand, or who have been advised of, the potential risk of investing in companies admitted to the Specialist Fund Segment. Further, the Ordinary Shares are only suitable for investors: (i) who understand and are willing to assume the potential risks of capital loss and that there may be limited liquidity in the underlying investments of the Company; (ii) for whom an investment in the Ordinary Shares is part of a diversified investment programme; and (iii) who fully understand and are willing to assume the risks involved in such an investment. If you are in any doubt about the contents of this Prospectus, you should consult your accountant, legal or professional adviser or financial adviser. The Company and each of the Directors, whose names appear on page 28 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and this Prospectus makes no omission likely to affect its import. Prospective investors should read the entire Prospectus and, in particular, the section headed "Risk Factors" beginning on page 11 when considering an investment in the Company. __________________________________________________________________________________ LITERACY CAPITAL PLC (Incorporated in England and Wales with company number 10976145 and registered as an investment company under section 833 of the Companies Act 2006) Admission of Ordinary Shares to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market Investment Manager LITERACY CAPITAL ASSET MANAGEMENT LLP Financial Adviser and Corporate Broker SINGER CAPITAL MARKETS SECURITIES LIMITED __________________________________________________________________________________ 1 Application will be made for the Ordinary Shares to be admitted to trading on the Specialist Fund Segment of the London Stock Exchange's Main Market. It is expected that Admission will become effective at 8.00 a.m. on 25 June 2021. An application is also being made for the Ordinary Shares to be admitted to listing on the Cayman Islands Stock Exchange on the same date. The Ordinary Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected. This document does not constitute a prospectus for the purposes of any offer of shares in any EEA member state and has not been approved by a competent authority in any EEA member state for the purposes of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the Ordinary Shares may not be offered or sold within the United States or to, or for the account or benefit of US persons (as defined in Regulation S under the Securities Act ("Regulation S")), except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. The Company has not been, and will not be, registered under the Investment Company Act, and investors will not be entitled to the benefit of that Act. No offer, purchase, sale or transfer of the Ordinary Shares may be made except under circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act. The Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Ordinary Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. Singer Capital Markets Securities Limited (trading as N+1 Singer) ("N+1 Singer"), 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 relation to Admission and the other arrangements referred to in this Prospectus. N+1 Singer will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to Admission and the other arrangements referred to in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing any advice in relation to Admission, the contents of this Prospectus or any transaction or arrangement referred to in this Prospectus. Apart from the responsibilities and liabilities, if any, which may be imposed on N+1 Singer by the FSMA or the regulatory regime established thereunder, N+1 Singer does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares or the Admission. N+1 Singer (and its affiliates) accordingly, to the fullest extent permissible by law, disclaim all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares, and the Admission. This Prospectus is dated 23 June 2021. 2 CONTENTS Page number Summary ................................................................................................................................................. 4 Risk Factors ........................................................................................................................................... 11 Important Information .......................................................................................................................... 22 Voluntary Compliance with the Listing Rules ....................................................................................... 26 Directors, Investment Manager and Advisers ...................................................................................... 28 Part I: Introduction to the Company and its Investment Portfolio ....................................................... 30 Part II: The Company ............................................................................................................................. 40 Part III: Directors and Administration ................................................................................................... 46 Part IV: The Investment Manager, Process and Strategy ..................................................................... 50 Part V: UK Taxation ............................................................................................................................... 53 Part VI: Additional Information ............................................................................................................
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