NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE 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 HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.

1 September 2022 

SDCL Energy Efficiency Income Trust plc

(the "Company")

Proposed Placing

The Board of Directors (the "Board") of SDCL Energy Efficiency Income Trust plc announces a proposed Placing to raise approximately £100 million through an issue of new ordinary shares in the capital of the Company ("New Ordinary Shares") (the "Placing") at a price expected to be in the range of 113 pence to 117 pence per New Ordinary Share (the "Placing Price").

The Placing will be non pre-emptive and will be launched immediately following this announcement, when Jefferies International Limited ("Jefferies") will commence a book-building process to determine the level of demand from potential investors for participation in the Placing. To bid in the book-build, investors should communicate their bid (or bids) by telephone to their usual sales contact at Jefferies. Each bid should state the number of Placing Shares for which the prospective investor wishes to subscribe and the price or prices that the prospective investor is offering to pay. Any bid price must be for a full pence or half pence amount.

Highlights

·      Placing to raise approximately £100 million pursuant to the Company's existing authority to allot shares on a non-pre-emptive basis. The Placing is being undertaken on the basis of an exemption from the requirement to produce a Prospectus

·      Following the expected completion of its recent c.£100 million acquisition of United Utilities Renewable Energy Ltd ("UU Solar") anticipated shortly, as well as approximately £80 million of commitments to eight different organic follow-on opportunities expected to arise over the next 12 months, the Company will have committed all of its available cash and substantially committed its £145 million Revolving Credit Facility ("RCF")

·      The Company's gearing, calculated on a look-through basis, is currently c.35 per cent of 31 March 2022 NAV, which is in line with the Company's targets

·      The Company has a strong pipeline of potential investment opportunities beyond its committed capital totalling over £400 million, which include over £175 million of organic follow-on opportunities within the existing portfolio and the remainder being a number of new investment opportunities in various stages of due diligence

·      Investors in the Placing will have the right to receive all dividends and other distributions announced after the date of Admission (as defined below), starting with the second interim dividend in relation to the year ending 31 March 2023, expected to be declared by the Company in November 2022

·      The portfolio continues to perform in-line with expectations despite the challenging macro-economic backdrop and hence the Investment Manager expects the current Net Asset Value ("NAV") per share to have continued to progress in-line with its long-term targets. The Investment Manager has taken into account its assessment of possible changes to NAV per share in setting the indicative price range for the Placing

Retail Offer

In addition to the Placing, the Company intends to make an offer of new ordinary shares ("Ordinary Shares") available on the REX platform, in which retail investors will be invited to participate (the "Retail Offer"). A separate announcement will be made by the Company shortly regarding the Retail Offer. The maximum aggregate size of the Retail Offer will be capped at the sterling equivalent of €8 million.

The Company is relying on an available exemption from the need to publish a prospectus approved by the Financial Conduct Authority in connection with the Placing and the Retail Offer.

Tony Roper, Chair of SDCL Energy Efficiency Income Trust plc said:

"SEEIT has continued to perform during a period of significant volatility in the energy sector and the wider economy. SEEIT's differentiated approach to reducing energy costs provides solutions which improve resilience for our counterparties. Against a backdrop of rising energy prices and growing concerns around climate change and energy security, energy efficiency is now higher up the global agenda than ever before.

SEEIT has a substantial pipeline of opportunities, both from new investments and from 'organic' follow-on investments arising from its existing portfolio projects. SEEIT remains focused on identifying and pursuing investment opportunities that can help enhance income and capital growth, as well as further diversify its existing portfolio. Having committed all of its existing cash and a substantial portion of its undrawn RCF, this fundraise allows SEEIT to invest in a number of these opportunities while maintaining capital discipline."

Background to the Placing

SDCL Energy Efficiency Income Trust plc was the first UK listed company of its kind to invest in the energy efficiency sector, after listing on the London Stock Exchange in December 2018.

The Company's current portfolio includes over 50 different projects, diversified across a number of technologies, sectors and geographies. The Company currently has a market capitalisation of approximately £1.2 billion and continues to target a total return for shareholders of 7-8 per cent. per annum by reference to the IPO Share Price of £1.00 per Ordinary Share.

The Company remains focused on providing its investors with stable and long-term income, with a dividend target of 6.00 pence per Ordinary Share for the financial year to 31 March 2023. Investors in the Placing will have the right to receive all dividends and other distributions announced after the date of Admission, starting with the second interim dividend in relation to the year ending 31 March 2023, expected to be declared by the Company in November 2022.

Trading Update

Portfolio update

As at 31 March 2022, the Company had a NAV of £1,073 million, diversified across technology, geography and credit counterparty. The Company's NAV per share as at 31 March 2022 was 108.4 pence.

Whilst it has only been a short period since the Company reported its 31 March 2022 annual results, the Company's portfolio continues to perform satisfactorily, as outlined in the annual report. Based on current information, the Investment Manager expects the current NAV to have continued to progress in line with its long-term targets and expectations and this has been taken into account in setting the indicative price range for the Placing.

The Company's current gearing, which includes debt at a portfolio level, is c.35 per cent of 31 March 2022 NAV which is in-line with its medium-term structural gearing target. As its existing commitments are funded over the next 12 months, overall gearing may increase albeit the Company expects to remain well within its aggregate borrowing limit of 65% of NAV.

In March 2022, the Company raised £100 million via a placing of new Ordinary Shares pursuant to its existing Share Issuance Programme at a price of 115 pence per Ordinary Share. Since the fundraise the Company has invested its available cash into the following projects, totalling approximately £80 million:

1.   c.€37 million invested into Capshare, a high efficiency biomass congeneration plant;

2.   c.£34 million incremental follow-on investment into existing projects including Onyx, Sparkfund, Tallaght, EVN, FES Lighting and Biotown;

3.   US$10 million preferred equity investment in the Series C financing round of Turntide Technologies Inc.;

4.   £3 million equity investment in Iceotope Group Limited, a UK company that provides energy efficient cooling solutions to data centres;

5.   An initial US$5 million of a convertible loan of up to US$10 million in ON Energy Storage LLC, a Battery Storage System and microgrids solutions provider, headquartered in the US; and

6.   c.€3 million of a €25 million senior debt facility to finance a portfolio of geothermal projects owned by Baseload Capital Sweden AB ("Baseload").

In addition, the Company has committed:

·      c.£100 million to the UU Solar acquisition announced on 12 July 2022 which is expected to complete shortly; and

·      c.£80 million to eight different organic follow-on opportunities expected to be delivered over the next 12 months.

The Company remains positively correlated to inflation, with approximately half of the current portfolio by value having revenues that are partly or wholly inflation linked. While the inflation linkage of each project is affected by anticipated project revenues as well as project costs, and hence varies, the Investment Manager retains a long-term target to construct a portfolio which overall has positive inflation correlation.

Use of Proceeds

The Company continues to see a number of 'organic' investment opportunities to make further or follow-on investments into projects or frameworks within its existing portfolio as well as specific asset management initiatives at an individual project level. In addition to this, the Company has a broader pipeline of new investment opportunities that it is currently reviewing. Taken together the Company has a 12 month pipeline of potential investments totaling over £400 million, which includes over £175 million of organic follow-on opportunities and the remainder being new acquisition opportunities in various stages of due diligence.

Key examples of pipeline investment opportunities include:

·      Conditional follow-on investment across the RED estate, including various onsite generation and demand reduction projects

·      Conditional follow-on investments in EV charging infrastructure with EVN

·      Conditional follow-on lighting projects across the US

·      Conditional follow-on investments in Baseload geothermal projects in Europe and North America

·      An operational biogas project in Northern Europe

The Company will not acquire all of these opportunities; however, it requires new funding in order to continue discussions with vendors, complete its due diligence on the assets and agree appropriate terms. The size of these investments varies, with all the assets being in technologies, sectors, geographies and with return profiles that are consistent with the Company's Investment Policy.

The Company has established a proven track record of sourcing assets in advance of a fundraise. Accordingly, the Company is seeking to raise approximately £100 million to enable it to continue to diligence and acquire its current pipeline of opportunities over the next few months while maintaining an appropriate capital structure. The Company intends to fully invest the net proceeds of the Placing within the next 3-6 months.

Benefits of the Placing

The Board believes that proceeding with the Placing will have the following benefits for the Company:

·      Allow the Company to invest further capital in identified pipeline opportunities to enable it to further diversify its existing portfolio and secure value from new and organic follow-on investments;

·      Maintain an appropriate level of gearing within the Company so as to achieve an optimal balance between reducing cash drag and maintaining financial flexibility and prudence;

·      Create the potential to enhance the NAV per share of the existing Ordinary Shares through the issuance of New Ordinary Shares at a premium to NAV, after the related costs have been deducted;

·      Achieve economies of scale and reductions in the total expense ratio by spreading the Company's fixed running costs across a wider base of shareholders, and also by benefiting from the reducing scale of charges for the Investment Manager; and

·      Increase the size of the Company which should help make the Company more attractive to a wider base of investors and improve market liquidity in the Ordinary Shares.

Further details

Jefferies is acting as sole global coordinator and bookrunner in connection with the Placing. The number of New Ordinary Shares to be issued pursuant to the Placing (the "Placing Shares") and the price per New Ordinary Share will be determined by the Company, in consultation with Jefferies, following the close of the book-build at 3.00 p.m. on Tuesday 6 September 2022, and announced along with the results of the Placing at 7.00 a.m. on Wednesday 7 September 2022. The Placing is being undertaken under the Company's existing authority to allot and issue shares on a non-pre-emptive basis as approved by a special resolution passed on 19 November 2018. The Company reserves the right to increase the size of the Placing above £100 million, however, the Placing will be capped at a maximum of £150 million in order to ensure appropriate pricing and alignment with the Company's near term use of proceeds. The Company is relying on an available exemption from the need to publish a prospectus approved by the Financial Conduct Authority in connection with the Placing. The Placing is also being conducted under existing exemptions to the Prospectus Regulations.

Jefferies will choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as the Company and Jefferies may determine. It may be necessary to scale back applications under the Placing if the number of applications exceeds the number of Placing Shares available under the Placing. In such event, Placing Shares will be allocated at the discretion of the Company (in consultation with the Jefferies). The Company will consider various factors when making this scaleback decision, including the price per New Ordinary Share being offered by a potential investor and whether this is above or equal to the final placing price (the "Placing Price"), and whether existing shareholders wish to maintain their current percentage holding in the Company. The Placing Price will be accretive to NAV per share, after taking into account the costs of the Placing and is expected to be between a price of 113 pence and 117 pence per New Ordinary Share. 

The Company will apply for admission of the Placing Shares to listing on the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of London Stock Exchange plc (the "London Stock Exchange") ("Admission"). It is expected that settlement of subscriptions in respect of the Placing Shares and Admission will take place and that trading in the Placing Shares will commence at 8.00 a.m. on Friday 9 September 2022.

The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue, including in respect of the right to receive all future dividends and distributions declared, made or paid. Based on the current expected timetable, Placing Shares issued under the Placing will not qualify for the dividend relating to the period to 30 June 2022 declared on 24 August 2022. 

The Placing is subject to the terms and conditions set out in the appendix to this announcement (which forms part of this announcement, together the "Announcement").

The Retail Offer will be made on the terms outlined in a separate announcement to be made shortly regarding the Retail Offer and its terms.

Expected Timetable

The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Jefferies) bring forward or postpone the closing time and date for the Placing. In the event that a date or time is changed, the Company will notify persons who have applied for Ordinary Shares by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.

References to all times are to London times unless otherwise stated.

Dealing codes

For Further Information

Important Information

This announcement is not an offer to sell or a solicitation of any offer to buy the Placing Shares in the Company in the United States, Australia, Canada, New Zealand or the Republic of South Africa, Japan, or in any other jurisdiction where such offer or sale would be unlawful.

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The Company has not been and will not be registered under the US Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Placing Shares will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Placing Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. 

This communication is only addressed to, and directed at, persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors").  For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In the United Kingdom, this communication is being distributed only to, and is directed only at, "qualified investors" (as defined in the UK version of the Prospectus Regulation, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time)): (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in 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 companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons").  Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area who are not Qualified Investors or in the United Kingdom by persons who are not relevant persons.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. 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.

This announcement may not be used in making any investment decision.  This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment.  This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness.

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.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, SDCL, Jefferies or any of their affiliates or by any of their respective officers, employees or agents in relation to it. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. The document has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement. Past performance cannot be relied on as a guide to future performance.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. 

Each of the Company, SDCL, Jefferies and their affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement.  The information contained in this announcement will not be updated.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) 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, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.

Prospective investors should take note that the Company's Shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Jefferies is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Jefferies is acting for the Company and no one else in connection with the Placing, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Jefferies or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Regulated services with respect to EU27 countries and EU27 investors shall be undertaken by such of Jefferies International Limited's affiliates as Jefferies acting in good faith thinks fit and references to Jefferies International Limited shall be read as references to such affiliate(s).

In accordance with the UK version of the Packaged Retail and Insurance-based Investment Products Regulation (EU) No 1286/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended from time to time), the Key Information Document relating to the Company is available to investors at www.seeitplc.com.

Appendix 1

TERMS AND CONDITIONS OF THE PLACING

1.                Introduction

1.1  Defined terms used in these terms and conditions (the "Terms and Conditions") and not otherwise defined shall have the meanings ascribed to them in the announcement of the Company with respect to the Placing, dated 1 September 2022 (the "Announcement").

1.2  Each person who is invited to and who chooses to participate in the Placing (including individuals, funds or others) (a "Placee") confirms its agreement (whether orally or in writing) to Jefferies to subscribe for Placing Shares under the Placing and that it will be bound by these terms and conditions and will be deemed to have accepted them (referred to as a "Placing Confirmation"). These Terms and Conditions will, where applicable, be deemed to be incorporated into any such Placing Confirmations. Any references in a Placing Confirmation to a Placee shall, in the context of a fund manager applying on behalf of its underlying discretionary clients, be deemed to be a reference to the relevant fund manager and not to its underlying discretionary clients.

1.3  The Company and/or Jefferies may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing letter or other form of placing confirmation.

1.4  The placing agreement entered into between the Company, the Investment Manager and Jefferies relation to the Placing (the "Placing Agreement") provides for Jefferies to be paid commissions by the Company in respect of the Placing Shares to be allotted pursuant to the Placing. Any Placing Shares subscribed for by Jefferies may be retained or dealt in by it for its own benefit. Under the Placing Agreement, Jefferies is also entitled at its discretion and out of its own resources at any time to rebate to any third party (including to the Investment Manager) part or all of its fees relating to the Placing.

1.5  Immediately following this announcement, Jefferies will commence a book-building process to determine the level of demand from potential investors for participation in the Placing (the "Bookbuild").

1.6  The Bookbuild, if successful, will establish the placing price (the "Placing Price") payable to Jefferies by all Placees whose bids are successful. The Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between Jefferies and the Company following completion of the Bookbuild and will be recorded in a pricing agreement to be entered into between Jefferies and the Company

1.7  The Placing Price and the number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.

1.8  To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Jefferies. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire either at the Placing Price which is ultimately established by the Company and Jefferies or at the price or prices that the prospective investor is offering to pay. Any bid price must be for a full pence or half pence amount.

1.9  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made.

1.10                    Jefferies will choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as the Company and Jefferies may determine. Placing Shares will be allocated at the discretion of the Company (in consultation with the Jefferies).

2.                Agreement to subscribe for Placing Shares

2.1       Conditional on:

2.1.1       Admission occurring and becoming effective by not later than 8.00 a.m. (London time) on Friday 9 September 2022 (or such later date as the Company, the Investment Manager and Jefferies may agree);

2.1.2       the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms on or before the date of Admission; and

2.1.3       Jefferies confirming to the Placees their allocation of Placing Shares,

a Placee agrees to become a member of the Company and agrees to subscribe for those Placing Shares allocated to it by Jefferies at the Placing Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

3.                Payment for PLACING Shares

3.1       Participants in the Placing will only be entitled to subscribe for Placing Shares in Sterling.

3.2       Each Placee must pay the applicable price for the Placing Shares issued to the Placee in the manner and by the time directed by Jefferies. If any Placee fails to pay as so directed and/or by the time required, the relevant Placee's application for the Shares shall be rejected. Jefferies may sell all or any of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for Jefferies's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

4.                Representations and Warranties

By agreeing to subscribe for Placing Shares under the Placing, each Placee which enters into a commitment to subscribe for such Placing Shares will (for itself and any person(s) procured by it to subscribe for Placing Shares and any nominee(s) for any such person(s)) be deemed to agree, represent and warrant to each of the Company, the Investment Manager and Jefferies (and, in respect of any data protections warranties, to the Company's administrator, Sanne Group (UK) Limited (the "Administrator") and the Company's registrar, Computershare Investor Services PLC (the "Registrar")) that:

a)            in agreeing to subscribe for the Placing Shares under the Placing, it is relying on publicly available information published by the Company, of which the Announcement and these Terms and Conditions form part, and not on any other information given, or representation or statement made at any time, by any person concerning the Company, the Placing Shares and the Placing. It agrees that none of the Company, the Investment Manager or Jefferies, nor any of their respective officers, agents or employees, will have any liability for any other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;

b)           if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to subscribe for Placing Shares under the Placing, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager or Jefferies or any of their respective officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Placing;

c)            it acknowledges the representations, warranties, undertakings, agreements and acknowledgements set out in this Announcement, including those set out in paragraphs 5, 6 and 7 below.

d)           it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

e)            if it is a natural person, such person is not under the age of majority (18 years of age in the United Kingdom) on the date of its agreement to subscribe for Placing Shares under the Placing and will not be any such person on the date of acceptance of any such agreement to subscribe for Placing Shares under the Placing;

f)            it agrees that it is acquiring Placing Shares solely on the basis of the publicly available information published by the Company and no other information, and that in accepting a participation in the Placing it has had access to all information it believes necessary or appropriate in connection with its decision to subscribe for the Placing Shares.

g)           it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in the publicly available information published by the Company and, if given or made, any information or representation must not be relied upon as having been authorised by the Company, the Investment Manager or Jefferies;

h)            it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

i)             if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations;

j)             if it is within the United Kingdom, it is: (i) a person who falls within Articles 49(2)(a) to (d), 19(1) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or it is a person to whom the Placing Shares may otherwise lawfully be offered under such Order or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations; or (ii) a person who is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook;

k)            if it is within the European Economic Area (the "EEA"): (a) it is a professional investor (as such term is given meaning in the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision (the "EU AIFM Directive") resident, domiciled in, or with a registered office in, the EEA, it confirms that the Placing Shares have only been promoted, offered, placed or otherwise marketed to it, and the subscription will be made from a member state of the EEA (an "EEA Member State") in respect of which the Investment Manager has confirmed that it has made the relevant notification or applications to market Placing Shares in that EEA Member State and is lawfully able to market Placing Shares into that EEA Member State; and (b) it is a qualified investor within the meaning of the law in the EEA Member State implementing Article 2 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the "EU Prospectus Regulation");

l)             in the case of any Placing Shares acquired by an investor as a financial intermediary as that term is used in Article 2(d) of the EU Prospectus Regulation or within the United Kingdom as that term is used in the UK version of the EU Prospectus Regulation (2017/1129) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time (including by the UK Prospectus Amendment Regulations 2019) (the "UK Prospectus Regulation") (as applicable): (i) such Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any EEA Member State or the United Kingdom other than qualified investors, as that term is defined in the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable), or in circumstances in which the prior consent of Jefferies has been given to the offer or resale; or (ii) where the Placing Shares have been acquired by it on behalf of persons in any EEA Member State or the United Kingdom other than qualified investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as applicable) as having been made to such persons;

m)           if it is outside the United Kingdom, none of the Announcement, these Terms and Conditions or any other offering, marketing or other material (including the Announcement) in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

n)            it is either (x) located outside the United States, it is not a "US Person" (as defined in and pursuant to Regulation S under the U.S. Securities Act 1933 (the "Securities Act")), it is acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S, and it is not acquiring the Placing Shares for the account or benefit of a US Person or (y) it is both a "qualified institutional buyer" as defined in Rule 144A under the Securities Act and a "qualified purchaser" as defined under Section 2(a)(51) and related rules of the U.S. Investment Company Act of 1940, as amended, (the "Investment Company Act") that has delivered to the Company a signed US investor representation letter in form and substance acceptable to the Company and is acquiring the Placing Shares pursuant to an exemption from the registration requirements of the Securities Act;

o)           if in the future it decides to offer, sell, transfer, assign, pledge or otherwise dispose of the Placing Shares or any beneficial interest therein, it will do so only (i) in an "offshore transaction" complying with the provisions of Regulation S to a person outside the United States and not known by the transferor to be a US Person, by prearrangement or otherwise, or (ii) to the Company or a subsidiary thereof. It acknowledges and agrees that any offer, sale, transfer, assignment, pledge or other disposal made other than in compliance with the foregoing restrictions will be subject to the compulsory transfer provisions contained in the Company's articles of association (the "Articles");

p)           it acknowledges the Company reserves the right to make inquiries of any holder of the Placing Shares or interests therein at any time as to such person's status under the US federal securities laws or the US Employee Retirement Income Security Act of 1974, as amended from time to time, and the applicable regulations thereunder ("ERISA") and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the US securities laws or will not result in the application of U.S. Plan Asset Regulations to transfer such Placing Shares or interests in accordance with the Articles (as amended from time to time);

q)           it acknowledges that the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of any of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa (each a "Restricted Territory") and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, into or within any Restricted Territory or in any country or jurisdiction where any action for that purpose is required;

r)            if it is a pension fund or investment company, its acquisition of the Placing Shares is in full compliance with applicable laws and regulations;

s)            it acknowledges that none of Jefferies or any of its affiliates nor any person acting on its or their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing or providing any advice in relation to the Placing, and its participation in the Placing is on the basis that it is not and will not be a client of Jefferies or any of its affiliates and that none of Jefferies or any of its affiliates have any duties or responsibilities to it for providing protection afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertaking or indemnities contained in these terms;

t)            where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to subscribe for the Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in the Announcement and these Terms and Conditions; and (iii) to receive on behalf of each such account any documentation relating to the Placing in the form provided by the Company or Jefferies. It agrees that the provisions of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;

u)            it irrevocably appoints any director of the Company and any director of Jefferies to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placing Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;

v)            it accepts that if the Placing does not proceed or the conditions to the Placing Agreement are not satisfied or the Placing Shares for which valid applications are received and accepted are not admitted to trading on the London Stock Exchange's main market for listed securities (the "Main Market") for any reason whatsoever then none of the Company, the Investment Manager or Jefferies or any of their respective affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

w)           it and each person or body (including, without limitation, any local authority or the managers of any pension fund) on whose behalf it accepts Placing Shares pursuant to the Placing or to whom it allocates such Placing Shares have the capacity and authority to enter into and to perform their obligations as a Placee of the Placing Shares and will honour those obligations;

x)            as far as it is aware, it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other person in relation to the Company;

y)            it acknowledges that, the Placing does not proceed for any reason, any monies received in respect of the Placing will be returned to applicants without interest and at their own risk.

z)            it acknowledges that it has been notified of the information in respect of the use of its personal data by the Company set out in these Terms and Conditions and in the Company's privacy notice (the "Privacy Notice");

aa)          it has complied and will comply with all applicable provisions of the Criminal Justice Act 1993 and the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time, in force in the United Kingdom (or equivalent legislation in any applicable jurisdiction) with respect to anything done by it in relation to the Placing and/or the Placing Shares;

bb)         it will (or will procure that its nominee will), if applicable, make notification to the Company of the interest in its Placing Shares in accordance with Rule 5 of the FCA's Disclosure Guidance and Transparency Rules as they apply to the Company;

cc)          (1) it has complied in all material aspects with its data controller obligations under the UK Data Protection Act 2018 ("DP Act") the EU General Data Protection Regulation (2016/679) ("EU GDPR") and the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time ("UK GDPR") and in particular, it has notified any data subject of the Purposes (as defined below) for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and (2) where consent is legally competent and/or required under the DP Act, EU GDPR and/or UK GDPR, the investor has obtained the consent of any data subject to the Company, the Administrator and the Registrar and their respective affiliates and group companies, holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes);

dd)         in connection with its participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000 and the UK Money Laundering Regulations 2017 (for the purposes of these Terms and Conditions, together the "Money Laundering Rules") and that its application is only made on the basis that it accepts full responsibility for any requirement to verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the Money Laundering Rules in force in the United Kingdom; or (ii) subject to the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October 2005 on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) (the "EU Money Laundering Directive"), together with any regulations and guidance notes issued pursuant thereto; or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the EU Money Laundering Directive;

ee)          due to anti-money laundering and the countering of terrorist financing requirements, Jefferies and/or the Company may require proof of identity of a Placee and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Placee to produce any information required for verification purposes Jefferies and/or the Company may refuse to accept the application and the subscription moneys relating thereto. It holds harmless and will indemnify Jefferies and/or the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

ff)           Jefferies and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Placing Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf);

gg)         the representations, undertakings and warranties contained in these Terms and Conditions are irrevocable. It acknowledges that Jefferies, the Company, the Investment Manager and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription for Placing Shares are no longer accurate, it shall promptly notify Jefferies and the Company;

hh)          where it or any person acting on behalf of it is dealing with Jefferies, any money held in an account with Jefferies on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the FCA which therefore will not require Jefferies to segregate such money, as that money will be held by Jefferies under a banking relationship and not as trustee;

ii)            any of its clients, whether or not identified to Jefferies, will remain its sole responsibility and will not become clients of Jefferies for the purposes of the rules of the FCA or for the purposes of any statutory or regulatory provision;

jj)            it has not and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended);

kk)          it is an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is subscribing for or purchasing the Placing Shares for investment only and not for resale or distribution;

ll)            it accepts that the allocation of Placing Shares shall be determined by the Company (in consultation with Jefferies and the Investment Manager) in its absolute discretion and that the Company may scale down any Placing commitments for this purpose on such basis as they may determine;

mm)        time shall be of the essence as regards its obligations to settle payment for the Placing Shares and to comply with its other obligations under the Placing; and

nn)          if it is acting as a "distributor" (for the purposes of the relevant product governance requirements pursuant to the FCA PROD3 Rules):

(A)        it acknowledges that the Target Market Assessment undertaken by the Investment Manager and Jefferies does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA PROD3 Rules and Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU and Regulation (EU) No 600/2014 of the European Parliament and the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012; 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 Placing Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels;

(B)        notwithstanding any Target Market Assessment undertaken by the Investment Manager and Jefferies, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the Placing Shares and that it has considered the compatibility of the risk/reward profile of such Placing Shares with the end target market;

(C)        it agrees that, if so requested by Jefferies or the Investment Manager, it shall provide aggregated summary information on sales of Placing Shares under PROD 3.3.30R and information on the reviews carried out under PROD 3.3.26R to PROD 3.3.28R; and

oo)         it acknowledges that the Placing Shares may not be purchased by investors with the assets of an entity that is subject to Title I of ERISA.

The representations and warranties set out above shall, where given by a fund manager on behalf of underlying discretionary clients, be deemed to be made solely on behalf of a fund manager and not on behalf of its underlying discretionary clients.

5.   OVERSEAS PERSONS AND RESTRICTED TERRITORIES

5.1       The offer of Placing Shares under the Placing to persons who are resident in, or who are citizens of, or who have registered addresses in, territories other than the UK ("Overseas Persons") may be affected by the laws of other relevant jurisdictions. Such persons should consult their professional advisers as to whether they require any government or other consents or need to observe any applicable legal requirements to enable them to acquire Placing Shares under the Placing. It is the responsibility of all Overseas Persons receiving the Announcement and/or wishing to subscribe for Placing Shares under the Placing to satisfy themselves as to full observance of the laws of the relevant territory in connection therewith, including obtaining all necessary governmental or other consents that may be required and observing all other formalities needing to be observed and paying any issue, transfer or other taxes due in such territory.

5.2       In particular, none of the Placing Shares have been or will be registered under the laws of any Restricted Territory. Accordingly, the Placing Shares may not be offered, sold, issued or delivered, directly or indirectly, within any Restricted Territory unless an exemption from any registration requirement is available.

5.3       Persons (including, without limitation, nominees and trustees) receiving the Announcement or these Terms and Conditions should not distribute or send it to any jurisdiction where to do so would or might contravene local securities laws or regulations.

5.4       The Placing Shares have not been and will not be registered under the Securities Act.  Outside the United States, the Placing Shares may be sold to persons who are not US Persons. The Company will not be registered under the Investment Company Act  and investors in the Placing Shares will not be entitled to benefits of regulation under that act.  Furthermore, the Investment Manager is not registered under the U.S. Investment Advisers Act of 1940, as amended and investors in the Placing Shares and the Company will not be entitled to the benefits of the requirements applicable to investment managers registered under that act.

5.5       The Company reserves the right to treat as invalid any agreement to subscribe for Placing Shares under the Placing if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.

6.                Supply and disclosure of information

If Jefferies, the Company, the Investment Manager, the Registrar or any of their agents request any information in connection with a Placee's agreement to subscribe for Placing Shares under the Placing and/or or to comply with any relevant legislation, such Placee must promptly disclose it to them.

7.                Data protection

7.1       Each prospective investor acknowledges and agrees that it has read the Privacy Notice.

7.2       For the purposes of this section, "DP Legislation" shall mean the applicable data protection legislation (including the UK GDPR, the EU GDPR and the DP Act) and regulatory requirements in the United Kingdom and/or the EEA, as appropriate.

7.3       For the purposes of this section, the Privacy Notice and other sections of this Announcement, "data controller", "data processor", "data subject", "personal data", "processing", "sensitive personal data" and "special category data" shall have the meanings attributed to them in the DP Legislation and the term "process" shall be construed accordingly.

7.4       Information provided by it to the Company or the Registrar will be stored both on the company's appointed company secretary's and the Registrar's computer system and manually. It acknowledges and agrees that for the purposes of the DP Legislation the Company and the Registrar are each required to specify the purposes for which they will hold personal data.

7.5       Each of the Company and its service providers shall:

7.5.1       be responsible for and control any personal data which it processes in relation to investors or arising out of the matters described in this document;

7.5.2       comply with the DP Legislation and any other data protection legislation applicable to the collection and processing of the personal data; and

7.5.3       take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, the personal data.

7.6       Where personal data is shared by the Placee with the Company or its agents pursuant to this document, the Placee shall ensure that there is no prohibition or restriction which would:

7.6.1       prevent or restrict it from disclosing or transferring the personal data to the relevant recipient;

7.6.2       prevent or restrict the Company or its agents from disclosing or transferring the personal data to relevant third parties, and any of its (or their) employees, agents, delegates and subcontractors (including to jurisdictions outside of the UK or the EEA, including the United States), in order to provide the services or services ancillary thereto; or

7.6.3       prevent or restrict the Company and any of its (or their), employees, agents, delegates and subcontractors, from processing the personal data as specified in the Privacy Notice and/or in this Announcement.

7.7       If the Placee passes personal data of any of its or its affiliates' employees, representatives, beneficial owners, agents and subcontractors to the Company or its agents, the Placee warrants that it has provided adequate notice to such employees, representatives, beneficial owners, agents and subcontractors including the detail set out in this paragraph 7 and the Privacy Notice and as required by the DP Legislation and the EU GDPR relating to the processing by the Company or its agents as applicable of such personal data and to the transfer of such personal data outside the UK or the EEA.

7.8       If the Placee passes personal data of any of its shareholders, investors or clients to the Company, the Placee warrants that it will provide the Privacy Notice or equivalent wording to such shareholders, investors or clients.

7.9       The investor will also ensure that it has obtained any necessary consents from any of its or its affiliates', representatives, employees, beneficial owners, agents or subcontractors in order for the Receiving Agent to carry out AML Checks (as defined in the Privacy Notice).

7.10      In providing the Company, the Registrar and Jefferies with information each Placee hereby represents and warrants to the Company, the Registrar and Jefferies that it has obtained any necessary consents of any data subject whose data it has provided to the Company and the Registrar and their respective associates holding and using their personal data as set out in the Privacy Notice (including, where required, the explicit consent of the data subjects for the processing of any sensitive personal data as set out in the Privacy Notice) and will make the Privacy Notice, for which the Company and the Registrar will process the data, available to all data subjects whose personal data may be shared by it for this purpose.

7.11      The Company and the Registrar are each data controllers for the purpose of the DP Legislation and the parties all agree and acknowledge that none of the Company or the Registrar is or shall be a data processor for any of the others or a joint data controller with any of the others and they will each comply with their obligations under the DP Legislation and the Placee will do nothing that puts the Company or the Registrar in breach of their respective obligations. The Company's company secretary is a data processor for the purpose of the DP Legislation and the parties all agree and acknowledge this.

8.         Miscellaneous

8.1       The rights and remedies of Jefferies, the Company and the Investment Manager under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

8.2       On application, if a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.

8.3       Each Placee agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which the Placee has agreed to subscribe for pursuant to the Placing have been acquired by the Placee. The contract to subscribe for Placing Shares under the Placing, and the appointments and authorities mentioned in these Terms and Conditions will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of Jefferies, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against a Placee in any other jurisdiction.

8.4       In the case of a joint agreement to subscribe for Placing Shares under the Placing, references to a "Placee" in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

8.5       Jefferies and the Company expressly reserve the right to modify the Placing (including, without limitation, the timetable and settlement) at any time before allocations are determined.

8.6       The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement, and such agreement not having been terminated. Jefferies has the right to waive or not to waive any such conditions (save for Admission) or terms and shall exercise that right without recourse or reference to Placees.