Chrysalis Investments Limited
Total Page：16
File Type：pdf, Size：1020Kb
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 Chrysalis Investments Limited (the “Company”) in connection with the issue of Shares, 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 for the purposes of the UK version of Regulation (EU) 2017/1129 (the “EU Prospectus Regulation”) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”). The Financial Conduct Authority only approves this Prospectus, as the competent authority under the Prospectus Regulation Rules, 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 Shares. This Prospectus has been drawn up and published in accordance with the UK Prospectus Regulation. Investors should make their own assessment as to the suitability of investing in the Shares. The 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 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 is an investment company registered with the Guernsey Financial Services Commission (“GFSC”) under the Registered Collective Investment Scheme Rules 2018 (the “RCIS Rules”) and the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended (the “POI Law”). The GFSC, in granting registration, has not reviewed this Prospectus but has relied upon specific warranties provided by Maitland Administration (Guernsey) Limited, the Company’s designated administrator. CHRYSALIS INVESTMENTS LIMITED (Incorporated in Guernsey under the Companies (Guernsey) Law, 2008, as amended, with registered number 65432) Initial Placing, Intermediaries Offer, Offer for Subscription and Open Offer for a target issue of 116,771,687 Ordinary Shares1 of no par value each at an Initial Issue Price of £2.05 per Ordinary Share and Placing Programme for Ordinary Shares and/or C Shares for up to 600 million Ordinary Shares and/or C Shares (inclusive of the Ordinary Shares issued pursuant to the Initial Placing, Intermediaries Offer, Offer for Subscription and Open Offer) and Admission of Ordinary Shares and C Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange’s Main Market Investment Adviser JUPITER INVESTMENT MANAGEMENT LIMITED Sponsor, Global Co-ordinator and Joint Bookrunner Joint Bookrunner LIBERUM CAPITAL LIMITED NUMIS SECURITIES LIMITED 1 The Directors have reserved the right, in consultation with the Joint Bookrunners, to increase the size of the Initial Issue to a maximum of 146,341,463 Ordinary Shares if overall demand exceeds 116,771,687 Ordinary Shares, with any such increase being announced through an RNS announcement. The GFSC does not take any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it. The Company and each of the Directors, whose names appear on page 39 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Prospective investors should read the entire Prospectus and, in particular, the section headed “Risk Factors” beginning on page 12 when considering an investment in the Company. Applications will be made for the Shares to be admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange’s Main Market. It is expected that Initial 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 30 March 2021 in respect of the Initial Issue. Dealings on the London Stock Exchange before Initial Admission will only be settled if Initial Admission takes place. The Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected. The 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 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 Shares are being offered and sold (i) outside the United States to non-US-persons in reliance on Regulation S and (ii) within the United States only to persons reasonably believed to be qualified institutional buyers (“QIBs”), as defined in Rule 144A under the Securities Act, that are also qualified purchasers (“QPs”), as defined in Section 2(a)(51) of the US Investment Company Act of 1940, as amended (the “Investment Company Act”) and who deliver to the Company and Liberum or Numis Securities (as applicable) a signed Investor Representation Letter. 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 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 offering of Shares or the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the United States. This document does not constitute a prospectus for the purposes of any offer of shares in any EEA Member State (“EEA Member State”) and has not been approved by a competent authority in any EEA Member State for the purposes of the EU Prospectus Regulation. Accordingly, the Shares may only be offered to persons in any EEA Member State who are “qualified investors” within the meaning of EU Prospectus Regulation or in other circumstances in which a prospectus is not required by the EU Prospectus Regulation and, in any event, subject to compliance with the requirements of the AIFMD as implemented in that EEA Member State. Liberum and Numis Securities, each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and for no one else in relation to (as applicable) Initial Admission, the Initial Placing, the Intermediaries Offer, the Offer for Subscription, the Open Offer, each Subsequent Placing and/or the Placing Programme and the other arrangements referred to in this Prospectus. Neither Liberum nor Numis Securities will regard any other person (whether or not a recipient of this Prospectus) as its client in relation to Initial Admission, the Initial Placing, the Intermediaries Offer, the Offer for Subscription, the Open Offer, each Subsequent Placing and/or the Placing Programme 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 Initial Admission, Initial Placing, the Intermediaries Offer, the Offer for Subscription, the Open Offer, each Subsequent Placing and/or the Placing Programme, 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 Liberum and/or Numis Securities by the FSMA or the regulatory regime established thereunder, neither Liberum nor Numis Securities makes 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 Shares, Initial Admission, the Initial Placing,