MERI.L Regulatory News (MERI)

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN THE UNITED STATES OF AMERICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM AND THE REPUBLIC OF IRELAND), CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus published on 11 October 2018 (the "Prospectus"). A copy of the Prospectus is available from the Company's website (www.merian.com/chrysalis), subject to applicable securities laws, and at its registered office at 3rd Floor, 1 Le Truchot, St Peter Port, Guernsey, GY1 1WD

18 September 2019

Merian Chrysalis Investment Company Limited (the "Company")

Announcement of Placing Price

Further to the announcement made by the Company on 10 September 2019 in relation to a proposed placing (the "Placing") of ordinary shares of no par value each in the capital of the Company (the "New Shares") under the Company's Placing Programme, the Company reports that it has seen a positive response to the fundraising from a number of high quality institutional and private investors. The Company is therefore pleased to announce a proposed placing price of 120 pence per New Share (the "Proposed Placing Price").

The Proposed Placing Price represents a discount of 4 per cent. to the closing mid-price on 17 September 2019 of 125 pence per share and a 8 per cent. premium to the last reported Net Asset Value per Ordinary Share of the Company as at 30 June 2019 (the "NAV"). Based on a minimum £100 million Placing, together with the acquisition of certain investments at a modest discount to their last valuation (together the "Transaction"), the NAV per share of the Company following the Transaction is expected to be ca. 114 pence per share[1]. Based on the above, the Proposed Placing Price represents a ca. 5 per cent. premium to the illustrative post Transaction NAV per share.

The proposed Placing will take place through Liberum Capital Limited ("Liberum") and Zeus Capital Limited ("Zeus Capital") as joint bookrunners. The Placing is expected to close at 3p.m. (London time) on 23 September 2019, but may be closed earlier or later at the discretion of the Company and Liberum. The final number of New Shares will be agreed between the Company and Liberum following close of the Placing, and announced shortly thereafter. Notwithstanding the above, the Placing size and the Proposed Placing Price may be increased or decreased at the Company's discretion. 

Allocations under the Placing will be at the absolute discretion of the Company determined in agreement with Liberum, and may scale down any bids for this purpose on such basis as the Company and Liberum may determine. Liberum may also, notwithstanding the above and subject to the prior consent of the Company: (i) allocate New Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate New Shares after the book-build has closed to any person submitting a bid after that time. The Company's Board, in consultation with Liberum, may also decide not to proceed with the Placing for any reason. In this case, an announcement will be made by the Company.

[1] The illustrative NAV per share is stated net of fees and is based on certain assumptions regarding the Transaction and uses portfolio valuations of investments as at 30 June 2019. Portfolio acquisitions are subject to contract. The next NAV of the Company as at 30 September 2019 will be published in accordance with the Company's usual reporting timetable.

Applications will be made to the FCA for the New Shares to be admitted to the Premium Segment of the Official List of the FCA and to the London Stock Exchange for the New Shares to be admitted to trading on the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective on or around 26 September 2019 and that dealings in the New Shares will commence at that time.

The Placing is being made pursuant to the terms and conditions set out in Part IX of the Prospectus. Investors are invited to apply for New Shares pursuant to the Placing by contacting their usual contact at Liberum or Zeus.

For further information, please contact:

A copy of the Prospectus is available for inspection at: www.morningstar.co.uk/uk/nsm as well as on the Company's website at www.merian.com/chrysalis 

Terms used but not defined in this announcement shall have the meanings given to such terms in the Prospectus.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Past performance is not necessarily a reliable indicator of future results. Returns are target returns only and there can be no guarantee that such returns will be achieved. The market value of shares and income from them can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested.

LEI: 213800F9SQ753JQHSW24

Important Notice

A copy of this announcement will be available on the Company's website at https://www.merian.com/chrysalis/. Neither the content of the Company's website, nor the content on any website accessible from hyperlinks on its website for any other website, is incorporated into, or forms part of, this announcement nor, unless previously published by means of a recognised information service, should any such content be relied upon in reaching a decision as to whether or not to acquire, continue to hold, or dispose of, securities in the Company.

This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to the Company's products and services) are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the formal Prospectus. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000 (the "FSMA"), the Listing Rules or Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

This announcement which has been prepared by, and is the sole responsibility of, the Directors of the Company has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by Merian Global Investors (UK) Limited (the "Adviser"), which is authorised and regulated by the Financial Conduct Authority.

Recipients of this announcement who are considering acquiring New Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this announcement. The subscription for New Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. It is also subject to change. Before subscribing for any New Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. The value of New Shares is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. The price and value of securities can go down as well as up, and investors may get back less than they invested or nothing at all. Potential investors should consult an independent financial advisor as to the suitability of the securities referred to in this advertisement for the person concerned.

Neither this announcement, the information contained herein nor any copy of it may be taken or transmitted by any means or media or is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions), any member state of the European Economic Area (other than the United Kingdom and the Republic of Ireland), Australia, Canada, South Africa, Japan or to any person in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The offer of New Shares pursuant to the Placing (the "Offer") and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities in any jurisdiction, including the United States, Australia, Canada, South Africa or Japan or in any jurisdiction in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and will not be offered, sold, exercised, resold, delivered, pledged or otherwise transferred, directly or indirectly, within the United States or to, or for the account of benefit of, any US person (as defined under the U.S. Investment Company Act of 1940, as amended, unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, South Africa or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan.

The timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offer will proceed and you should not base your financial decisions on the Company's intentions in relation to the Offer. This announcement does not constitute a recommendation concerning the Offer. The Company is not regulated by the FCA and FCA protection does not apply to the Offer.

Liberum and Zeus Capital, each of which are authorised and regulated by the FCA in the United Kingdom, are acting exclusively for the Company and no one else in connection with the matters described in this announcement. Neither Liberum nor Zeus Capital will regard any other person (whether or not a recipient of this document) as a client in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to its or their clients nor for giving advice in relation to the Offer, the contents of this announcement or any transaction or arrangement or other matter referred to herein. Neither Liberum, Zeus Capital nor any of its or their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for this announcement, its contents or otherwise in connection with it or any other information relating to the Company, whether written, oral or in a visual or electronic format.

Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum, Zeus Capital or the Adviser by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Liberum, Zeus Capital nor the Adviser, nor any of its or their respective affiliates, directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Productive Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any manufacturer (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Shares the subject of the Placing have been subject to a product approval process, which has determined that such New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: (i) the price of the New Shares may decline and investors could lose all or part of their investment; (ii) the New Shares offer no guaranteed income and no capital protection; and (iii) an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

PRIIPS (as defined below)

ln accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products ("PRIIPs") and its implementing and delegated acts (the "PRIIPs Regulation"), the Company has prepared a key information document (the "KID") in respect of the New Shares. The KID is made available by the Company to "retail investors" prior to them making an investment decision in respect of the New Shares at ww.Merian.com/Chrysalis.

If you are distributing New Shares, it is your responsibility to ensure that the KID is provided to any clients that are "retail clients".

The Company is the only manufacturer of the New Shares for the purposes of the PRIIPs Regulation and none of Liberum, Zeus Capital nor the Adviser are manufacturers for these purposes. None of Liberum, Zeus Capital nor the Adviser makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility to update the contents of the KID in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide the KID to future distributors of New Shares. Each of Liberum, Zeus Capital, the Adviser and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Company. Investors should note that the procedure for calculating the risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect actual returns for the Company and anticipated performance returns cannot be guaranteed.