SIGB.L Regulatory News (SIGB)

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES, INCLUDING PLACING SHARES, IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Sherborne Investors (Guernsey) B Limited (the "Company") in due course in connection with the proposed placing of its A ordinary shares ("Ordinary Shares") and the proposed admission of such new Ordinary Shares to trading on the Specialist Fund Market ("SFM") of the London Stock Exchange plc (the "London Stock Exchange"). Copies of the Prospectus will, following publication, be available from the Company's website (www.sherborneinvestorsguernseyb.com), subject to applicable securities laws, and at its registered office.

25 February 2015

Sherborne Investors (Guernsey) B Limited

Proposed Placing

Sherborne Investors (Guernsey) B Limited (the "Company") today announces that it proposes to issue at least 100 million new Ordinary Shares ("Placing Shares") to existing shareholders of the Company in order to raise up to £100 million (the "Placing"). The Placing Shares represent at least 48.3 per cent. of the Company's existing issued share capital.

The net proceeds of the Placing will be used to repay the outstanding borrowings of SIGB, LP, the entity through which the Company holds its investment in Electra Private Equity plc (the current "Selected Target Company") and, if appropriate, to make further investments in securities of the current Selected Target Company.

The Placing will be conducted by means of an accelerated bookbuild, which will be launched immediately following this announcement in accordance with the terms and conditions set out in the Appendix to this announcement. HSBC Bank plc and Numis Securities Limited (the "Joint Bookrunners") are acting as joint bookrunners in connection with the Placing.

Sherborne Investors (Guernsey) GP, LLC, the managing partner of SIGB, LP, has indicated to the Joint Bookrunners that it currently intends to participate in the Placing at least in respect of its pro rata entitlement.

It is expected that admission of the Placing Shares to trading on the Specialist Fund Market of the London Stock Exchange will take place on 4 March 2015 ("Admission").

In connection with the Placing and Admission, the Company will publish a prospectus (the "Prospectus"), which is expected to become available later this week.

For a short period following Admission, the Company will also operate a limited further allotment option (the "Further Allotment Option") pursuant to which existing shareholders who cannot be reached during the accelerated bookbuild will be permitted to subscribe for new Ordinary Shares in the Company. Further details of the Further Allotment Option will be set out in the Prospectus.

The Appendix to this announcement (which forms part of the announcement) sets out the terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the terms and conditions in it, and to be providing the confirmations, representations, undertakings, warranties and acknowledgements contained in the Appendix.

-Ends-

Enquiries: 

Numis Securities Limited (Broker and Joint Bookrunner) +44 (0)20 7260 1275

David Benda

HSBC Bank plc (Joint Bookrunner) +44 (0)20 7991 8888

Stuart Dickson

Richard Fagan

FTI Consulting +44 (0)20 3727 1000

Jonathon Brill

Sherborne Investors (Guernsey) B Limited +44 (0)14 8171 3843

Talmai Morgan (Chairman)

Gillian Newton (Administrator)

Important Notice

This announcement (including the Appendix) has been prepared by, and is the sole responsibility of, Sherborne Investors (Guernsey) B Limited (the "Company") in relation to the proposed placing (the "Placing") of new A ordinary shares ("Placing Shares") and their admission to trading on the Specialist Fund Market of the London Stock Exchange plc ("Admission").

No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this announcement (including the Appendix) by Sherborne Investors Management (Guernsey) LLC ("Sherborne Investors"), the Company, or any of their members, employees, Numis Securities Limited ("Numis"), HSBC Bank plc ("HSBC" and, together with Numis, the "Joint Bookrunners"), other advisers or any of their respective directors, officers, partners, employees, agents or any other person. To the fullest extent permissible by law, each of the Company, Numis and HSBC and their respective directors, officers, partners, employees, agents and affiliates disclaim all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise, for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this announcement (including the Appendix) or its contents or otherwise in connection with the matters referred to in this announcement (including the Appendix).

No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement cannot be relied upon for any investment contract or decision. The information contained in this announcement (including the Appendix) is not intended to provide, and should not be relied upon, for accounting, legal, tax advice or investment recommendations. Investors should consult their tax, legal, accounting or other professional advisors about the issues discussed herein. The information contained in this announcement is for information purposes only and does not purport to be full or complete and none of Sherborne Investors, the Company, Numis, HSBC nor any of their respective affiliates undertakes any obligation to update or correct any errors or inaccuracies in any of the information presented herein. The information in this announcement (including the Appendix) is subject to change. This announcement (including the Appendix) does not constitute or form part of any offer to issue or sell, or any solicitation of any offer or inducement or invitation or commitment to subscribe for or purchase any investment nor shall it or the fact of its distribution form the basis of, or be relied on in connection with, any contract therefor. The receipt of this announcement (including the Appendix) in no way renders you a client of Sherborne Investors, Numis or HSBC.

Certain information contained in this announcement may constitute "forward-looking statements," which can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue," "target" or "believe" (or the negatives thereof) or other variations thereon or comparable terminology. These forward looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions. No representation or warranty is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements. By their nature, forward looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward looking statements. Save as required by applicable law or regulation, the Company undertakes no obligation publicly to release the results of any revisions to any forward looking statements in this announcement that may occur due to any change in its expectations or to reflect events or circumstances after the date of this announcement.

The distribution of this announcement (including the Appendix) in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession these materials come should inform themselves about and observe any relevant restrictions. In particular, this announcement (including the Appendix) is not for distribution (directly or indirectly) to U.S. Persons (as defined in Rule 902 of Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) or into the United States, Canada, Australia, the Republic of South Africa, or Japan. Any failure to comply with the above restrictions may constitute a violation of such securities laws. This announcement (including the Appendix) is and may be communicated only to (and is directed only at) persons to whom such communication may lawfully be made. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act"), and investors in shares of the Company will not be entitled to the benefits of the U.S. Investment Company Act. In addition, the Placing Shares referred to herein have not been, and will not be, registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States and may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws and under circumstances that would not require the Company to register under the U.S. Investment Company Act. No public offer of the shares of the Company is being made in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Canada, Australia, the Republic of South Africa, or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. Any failure to comply with the above restrictions may constitute a violation of such securities laws.

This announcement (including the Appendix) and any offer mentioned herein if subsequently made is directed only at: (A) persons in member states of the European Economic Area (the "EEA") who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state of the EEA) and includes any relevant implementing measure in each relevant member state of the EEA) (the "Prospectus Directive") ("Qualified Investors"); or (B) persons in the United Kingdom who are Qualified Investors and who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. By accepting this communication you represent, warrant and agree that you are a Relevant Person.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement (including the Appendix) or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement (including the Appendix) or the Prospectus or any other transaction or arrangement referred to herein.

HSBC Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement (including the Appendix) or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement (including the Appendix) or the Prospectus or any other transaction or arrangement referred to herein.

In connection with the Placing, each of the Joint Bookrunners and any of their respective affiliates, acting as an investor for its or their own account(s), in accordance with applicable legal and regulatory provisions, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in relation to the Placing Shares and/or related instruments in connection with the Placing or otherwise. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions. In addition, the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of Placing Shares.

APPENDIX

TERMS AND CONDITIONS

IMPORTANT INFORMATION ON THE PLACING FOR INVITED INVESTORS ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED FROM TIME TO TIME, INCLUDING DIRECTIVE 2010/73/EC, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); AND (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

The Company has not registered and will not register under the US Investment Company Act of 1940, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder (the "US Investment Company Act"), and investors will not be entitled to the benefits of the US Investment Company Act. The PLACING Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission promulgated thereunder (the "US Securities Act"), or with any other securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain limited exceptions, may not be offered, sold, pledged, or otherwise transferred or delivered, directly or indirectly within the United States or to, or for the account or benefit of, any US Person (as defined in Regulation S under the US Securities Act ("Regulation S")) ("US Person"). The pLACING Shares are being or will be offered and sold (i) outside the United States to persons who are not, and are not acting for the account or benefit of, US Persons in reliance upon Regulation S and (ii) to a limited number of existing Shareholders who are located in the United States or who are US Persons and who, in either case, are both "accredited investors" ("AIs") as defined in Rule 501 of Regulation D under the Securities Act and "qualified purchasers" ("QPs") as defined in Section 2(a)(51) of the US Investment Company Act and the related rules thereunder ("Eligible US Investors") and who have delivered to the Company a signed US Investor Letter in the form provided by the Company. No public offering of the PLACING Shares is being made in the United States.

Save as defined above, terms and expressions used in this Appendix shall have the meanings given to such terms and expressions in the glossary set out at the end of this Appendix.

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to acquire Placing Shares, including any individuals, funds or others on whose behalf a commitment to acquire Placing Shares is given, will be deemed to have read and understood this Announcement (including the Appendix) in its entirety and to be making such offer on the terms and conditions, and to be providing the confirmations, representations, warranties, undertakings and acknowledgements contained in this Appendix.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is unlawful.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, Jersey or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, Jersey, South Africa or any other jurisdiction outside the United Kingdom.

This announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners or any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement (including the Appendix) or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement (including the Appendix) or the Prospectus or any other transaction or arrangement referred to herein.

HSBC Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the Placing. It will not regard any person (whether or not a recipient of this announcement (including the Appendix) or the Prospectus) as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing, Admission, the contents of this announcement (including the Appendix) or the Prospectus or any other transaction or arrangement referred to herein.

Neither of the Joint Bookrunners makes any representation to any Investors regarding an investment in the securities referred to in this announcement. Each Investor should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the Placing Shares.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the announcement of which it forms part should seek appropriate advice before taking any action.

Bookbuild

The Joint Bookrunners will today commence the bookbuilding process to determine demand for participation in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Joint Bookrunners shall be entitled to effect the Placing by such alternative method to the bookbuilding process as they may, in their absolute discretion following consultation with the Company, determine.

Participation in, and principal terms of, the Placing

1. HSBC and Numis are acting as Joint Bookrunners of the Company in connection with the Placing. The Placing has not been underwritten.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by either of the Joint Bookrunners. Each of the Joint Bookrunners and their respective affiliates are entitled to enter bids in the bookbuilding process as principal.

3. The bookbuilding process will establish a single Issue Price payable by all Investors whose bids are successful. The Issue Price and the number of Placing Shares will be agreed between the Joint Bookrunners (in consultation with the Company) following completion of the bookbuilding exercise. The Issue Price and the number of Placing Shares to be issued will be announced on a Regulatory Information Service following the completion of the bookbuilding exercise.

4. To bid in the bookbuilding exercise, Investors should communicate their bid by telephone to their usual sales contact at either of the Joint Bookrunners. Each bid should state the number of Placing Shares which the prospective Investor wishes to acquire at either the Issue Price which is ultimately established by the Company and the Joint Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint Bookrunners on the basis referred to in paragraph 8 below.

5. A bid in the bookbuilding process will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Investor on behalf of which it is made and except with the relevant Joint Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted. Each Investor will also have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to pay it (or as such Joint Bookrunner may direct as agent for the Company) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Investor has agreed to acquire and the Company has agreed to allot. Each Investor's obligations will be owed to the Company and to the Joint Bookrunners.

6. The bookbuilding process is expected to close no later than 6:30p.m. (London time) on 25 February 2015 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the bookbuilding process has closed.

7. Each prospective Investor's allocation will be agreed between the Joint Bookrunners (in consultation with the Company and on the basis explained below under "Allocation") and will be confirmed orally by one of the Joint Bookrunners (as agent for the Company) following the close of the bookbuilding process and a trade confirmation will be despatched thereafter. This oral confirmation to such Investor will constitute an irrevocable legally binding commitment upon that person (who will at that point become an Investor) in favour of the Joint Bookrunners and the Company to acquire the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with the Articles. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Agreement to acquire Placing Shares" and to the Placing not being terminated on the basis referred to below under "Placing Arrangements". By participating in the Placing, each Investor will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

8. The Joint Bookrunners may 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 they may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above and subject to prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the bookbuilding exercise has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

9. Irrespective of the time at which an Investor's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time.

10. To the fullest extent permissible by law, neither of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability to Investors (or to any other person whether acting on behalf of an Investor or otherwise). In particular, neither the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the bookbuilding exercise or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

11. The Placing Shares will, when issued, rank pari passu in all respects with the Existing Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Shares by reference to a record date on or after Admission.

Agreement to acquire Placing Shares

The Placing is conditional on: (i) Admission occurring and becoming effective by 8.00 a.m. (London time) on or prior to 4 March 2015 (or such later time and/or date as the Joint Bookrunners may agree with the Company) (save for the Shares issued pursuant to the Further Allotment Option); and (ii) the Placing Agreement becoming unconditional in all respects and not having been terminated on or prior to 4 March 2015 (or such later time and/or date as the Joint Bookrunners may agree with the Company). Subject to being allotted Placing Shares, each Investor agrees to become a member of the Company and agrees to acquire the number of Placing Shares allocated to it by the Joint Bookrunners (such number of Placing Shares not to exceed the number applied for by such Investor) at the Issue Price.

To the fullest extent permitted by law, each Investor 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 which such Investor may have.

Payment for Placing Shares

Each Investor undertakes to pay the Issue Price for the Placing Shares agreed to be acquired by such Investor in such manner as shall be directed by the Joint Bookrunners. If the Investor fails to pay as so directed by the Joint Bookrunners and/or by the time required by the Joint Bookrunners, that Investor's application for Placing Shares may be rejected. Any Investor which is a financial intermediary undertakes on its own behalf and as principal (and not on behalf of any other party) to make payment for the Placing Shares agreed to be acquired by such Investor. If Admission does not occur, subscription monies will be returned without interest at the risk of the applicant.

Representations and warranties

Each Investor and, in the case of paragraph 33 below, any person confirming his/her agreement to subscribe for Placing Shares under the Placing on behalf of an Investor or authorising the Joint Bookrunners to notify an Investor's name to the Registrar, irrevocably confirms, represents, undertakes and warrants to, and acknowledges and agrees (as the case may be) with, the Joint Bookrunners, the Registrar and the Company that:

1) the Investor is: (a) outside the United States, is not a US Person and is not acquiring the Placing Shares for the account or benefit of a US Person; or (b) an Eligible US Investor who has delivered to the Company a signed US Investor Letter in the form to be provided by the Company to such investor;

2) it has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and other relevant risks and is capable of evaluating, and has evaluated, the merits, risks and sustainability of subscribing for the Placing Shares, and in making the investment decision with respect to the Placing Shares, it has (i) not relied on the Company, the Investment Manager, nor any of their respective directors, officers, agents, employees and advisers (except, where the Shares are acquired under the Placing, to the extent of the information in the Prospectus), (ii) had access to such financial and other information concerning the Company and the Placing Shares as it deems necessary in connection with its decision to purchase the Placing Shares, and (iii) investigated the potential tax consequences affecting it in connection with its purchase of the Placing Shares, including potential federal, state and local US tax consequences in connection with the purchase and any subsequent disposal of the Shares;

3) the Investor is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Placing Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager, the Joint Bookrunners, their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in the Placing;

4) the Company may receive a list of participants holding positions in its securities from one or more book-entry depositories;

5) if the Investor is a natural person, such Investor will not be under the age of majority (18 years of age in the United Kingdom) on the date such Investor's agreement to acquire Placing Shares under the Placing is accepted;

6) in agreeing to acquire Placing Shares under the Placing, the Investor is relying solely on the Prospectus or any supplementary prospectus (as the case may be) or any regulatory announcement issued by the Company prior to Admission, and not on any other information, representation or statement concerning the Company or the Placing made by the Company, the Investment Manager or the Joint Bookrunners. Such Investor agrees that, to the fullest extent permitted by law, none of the Company, the Investment Manager, the Joint Bookrunners, their respective affiliates nor any of its or their respective officers, directors, partners, agents or employees will have any liability for any such other information, representation or statement;

7) having had the opportunity to read the Prospectus, the Investor shall be deemed to have had notice of all information and representations contained in the Prospectus, that it is acquiring Placing Shares solely on the basis of the Prospectus and the Articles 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 acquire Placing Shares;

8) the content of the Prospectus is exclusively the responsibility of the Company and its Directors and apart from the liabilities and responsibilities, if any, which may be imposed on the Joint Bookrunners by FSMA or the regulatory regime established thereunder, neither the Joint Bookrunners nor any person acting on their behalf nor any of their respective affiliates, make any representation, express or implied, nor accept any responsibility whatsoever for the contents of the Prospectus nor for any other statement made or purported to be made by them or on their behalf in connection with the Company, the Placing Shares or the Placing, and neither of the Joint Bookrunners nor any person acting on their behalf nor any of their respective affiliates will be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in the Prospectus or otherwise. The Investor irrevocably and unconditionally waives any rights it may have in respect of any other such information, representation or statement;

9) no person is authorised in connection with the Placing to give any information or make any representation other than as contained in the Prospectus and, if given or made, any information or representation must not be relied upon as having been authorised by the Joint Bookrunners, the Company, the Investment Manager or any of their respective affiliates;

10) if the Investor is outside the United Kingdom, the Prospectus does not constitute an invitation or offer to such Investor or any person whom such Investor is procuring to acquire Placing Shares pursuant to the Placing unless, in the relevant territory, such offer or invitation could lawfully be provided to such Investor or such person and Placing Shares could lawfully be acquired and held by such Investor or such person without compliance with any unfulfilled approval, registration or other legal requirements;

11) the Investor is not a national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that the Placing Shares have not been and will not be registered under the applicable securities laws of Canada, Australia, the Republic of South Africa or Japan and that the same are not being offered for sale and may not, directly or indirectly, be offered, sold, renounced, transferred or delivered in Canada, Australia, the Republic of South Africa or Japan;

12) if the Investor is within the United Kingdom, it is: (a) a person who is an investment professional falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (b) a high net worth company, unincorporated association or other body falling within Article 49(2)(a) to (d) of the Order; or (c) a person to whom the Placing Shares may otherwise lawfully be offered under the 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;

13) if the Investor is in any member state of the European Economic Area which has implemented the Prospectus Directive other than the United Kingdom, it is: (a) a legal entity which is a "qualified investor" as defined in the Prospectus Directive; or (b) otherwise permitted by law to be offered and issued Placing Shares in circumstances falling within Article 3(2) of the Prospectus Directive or other applicable laws and which do not require the publication by the Company of a prospectus. If the Investor subscribes for Placing Shares as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive (including any relevant implementing measure in any Member State), it further represents, warrants and undertakes that: (a) the Placing Shares have not been and will not be acquired on behalf of, nor have they been nor will they be acquired with a view to their offer or resale to, persons in any member state of the European Economic Area which has implemented the Prospectus Directive (other than the United Kingdom) other than qualified investors; and (b) where Placing Shares have been acquired by it on behalf of persons in a member state of the European Economic Area (other than the United Kingdom) other than qualified investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

14) if the Investor is domiciled or has a registered office in an EEA State, then that State is the United Kingdom unless the Placing Shares can lawfully be offered or sold to such Investor (including on the basis of an unsolicited request from a professional investor);

15) if the Investor is in the Bailiwick of Guernsey: (i) it has only been offered the Placing Shares by the Company itself or by a person licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended); or (ii) it is licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended) or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended);

16) the Investor 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 Shares and it is not acting on a non-discretionary basis for any such person;

17) the Investor is not, and is not applying as nominee or agent for, a person which is, or may be, mentioned in any of sections 67, 70, 93 and 96 of the UK Finance Act 1986 (depositary receipts and clearance services);

18) the Investor is not a person to whom the offering of the Placing Shares, or in relation to whom the direct or beneficial holding of the Placing Shares, would or might result in the Company incurring a liability to taxation or suffering any pecuniary, fiscal, administrative or regulatory or similar disadvantage losing any exemptions from registration under the US Investment Company Act, or the assets of the Company being deemed to be assets of a US Benefit Plan Investor;

19) the Investor acknowledges that, in connection with the Placing, neither the Joint Bookrunners nor any of their affiliates nor any person acting on 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 participation in the Placing is on the basis that it is not and will not be a client of either the Joint Bookrunners or any of their respective affiliates, that the Joint Bookrunners are acting exclusively for the Company and no one else in connection with the Placing and that neither of the Joint Bookrunners or any of their respective affiliates have any duties or responsibilities to an Investor for providing protections afforded to their clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunner's rights under the Placing Agreement, including any right to waive or vary any condition or exercise any termination right contained therein;

20) the Investor acknowledges that where it is subscribing for Placing Shares for one or more managed, discretionary or advisory accounts, it represents that it has sole investment discretion and is authorised in writing by each such account: (i) to agree to acquire Placing Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this document, and (iii) to receive on its behalf any documentation relating to the Placing in the form provided by the Joint Bookrunners. The Investor agrees that the provisions of this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;

21) the Investor acknowledges that it irrevocably appoints any director of the Company and any director of the Joint Bookrunners to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver to the Company and the Registrar 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 the failure of it to do so;

22) the Investor 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 SFM for any reason whatsoever then neither the Joint Bookrunners nor the Company nor 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;

23) in connection with the Investor's participation in the Placing it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and the countering of terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and 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 Proceeds of Crime Act 2002, the Terrorism Act 2000 and the Money Laundering Regulations 2007, in each case, in force in the United Kingdom and as amended, supplemented or replaced from time to time; or (ii) subject to the Money Laundering Directive (Council Directive No.91/308/EEC); or (iii) subject to the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999 (as amended), the Handbook for Financial Services Business on countering financial crime and terrorist financing (containing rules and guidance) issued by the GFSC, The Terrorism and Crime (Bailiwick of Guernsey) Law, 2002 and the Disclosure (Bailiwick of Guernsey) Law, 2007, in each case, as amended, supplemented or replaced from time to time; or (iv) 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 county in which there are in force provisions at least equivalent to those required by the Money Laundering Directive. Any Investor investing for or on behalf of any of its underlying clients will need to complete: (a) an intermediary relationship confirmation form; or (b) an introducer certificate and accompanying underlying client information certificate. Such form/certificate may be obtained from the Joint Bookrunners and must be completed to the satisfaction of the Joint Bookrunners prior to any subscription of Placing Shares;

24) to the best of its knowledge: (i) the Investor; (ii) any person controlling or controlled by the Investor; (iii) if the Investor is a privately held entity, any person having a beneficial interest in the Investor; or (iv) any person for whom the Investor is acting as agent or nominee in connection with this investment is neither a country, territory, individual or entity named on any list of prohibited countries or individuals that is published by the U.S. Treasury Department's Office of Foreign Asset Control ("OFAC") nor a country, territory, individual or entity subject to any OFAC sanction or embargo program;

25) to ensure compliance with anti-money laundering requirements, the Joint Bookrunners and the Company may at their absolute discretion require proof of identity of the Investor and related parties and verification of the source of payments before applications can be processed and that, in the event of delay or failure by the Investor to produce any information required for verification purposes, the Joint Bookrunners and/or the Company may at their absolute discretion refuse to accept such applications and the subscription moneys relating thereto. The Investor holds harmless and will indemnify the Joint Bookrunners and/or the Company against any liability, loss or cost ensuing due to the failure to process applications if such information has been requested and has not been provided by the Investor, or has not been provided in a timely fashion;

26) pursuant to the Data Protection (Bailiwick of Guernsey) Law 2001, (the "DP Law") the Company and/or the Registrar and/or the Administrator may hold personal data (as defined in the DP Law) relating to past and present Shareholders and that such personal data held is used by the Registrar to maintain the Company's register of Shareholders and mailing lists and this may include sharing data with third parties in one or more countries when: (a) effecting the payment of dividends and redemption proceeds to Shareholders and the payment of commissions to third parties; and (b) filing returns of Shareholders and their respective transactions in Placing Shares with statutory bodies and regulatory authorities. The applicant consents to the processing by the Company and/or the Registrar and/or the Administrator of any personal data relating to it in the manner described above;

27) the Joint Bookrunners and the Company 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 Investors;

28) the representations, undertakings and warranties contained in the Prospectus are irrevocable. The Investor acknowledges that the Joint Bookrunners and the Company and their respective affiliates will rely upon the truth and accuracy of the foregoing representation, warranties and undertakings and agrees that if any of the representations or agreements made or deemed to have been made by its subscription for the Placing Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company;

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

30) any of the Investor's clients, whether or not identified to the Joint Bookrunners, will remain the Investor's sole responsibility and will not become clients of the Joint Bookrunners for the purposes of the rules of the FCA or the GFSC (as applicable) or for the purposes of any statutory or regulatory provision;

31) the Investor accepts that the allocation of Placing Shares shall be determined by the Joint Bookrunners and the Company in their absolute discretion and that such persons may scale down any commitments to acquire Placing Shares for this purpose on such basis as they may determine;

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

33) in the case of a person who confirms to the Joint Bookrunners, on behalf of an Investor (whether a natural person or otherwise), an agreement to acquire Placing Shares pursuant to the Placing and/or who authorises the Joint Bookrunners to notify the Investor's name to the Registrar as mentioned above, that person represents and warrants that he/she has authority to do so on behalf of the Investor; and

34) it will pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) any amounts due from it on the due time and date as shall be directed by the Joint Bookrunners, failing which the relevant Placing Shares may be subscribed for by the Joint Bookrunners and/or sold at such price as the Joint Bookrunners may in their sole discretion determine.

Supply and disclosure of information

If the Joint Bookrunners, the Registrar or the Company or any of their respective agents request any information about an Investor's agreement to purchase Placing Shares under the Placing, the Investor must promptly disclose it to them and ensure that the information is complete and accurate in all respects.

Miscellaneous

The rights and remedies of the Joint Bookrunners, the Registrar and the Company 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 the others.

On application, each prospective investor may be asked to disclose in writing or orally, to the Joint Bookrunners:

if he or she is an individual, his or her nationality;

if he, she or it is a discretionary fund; and

the jurisdiction in which his, her, or its funds are managed or owned.

All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to the Joint Bookrunners.

Each Investor agrees to be bound by the Articles (as amended from time to time) once the Placing Shares which the Investor has agreed to acquire pursuant to the Placing have been acquired by the Investor.

The contract to acquire Placing Shares under the Placing, the appointments and authorities mentioned in the Prospectus and the representations, warranties and undertakings set out herein will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Joint Bookrunners, the Company and the Registrar, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

In the case of a joint agreement to acquire Placing Shares under the Placing, references to an "Investor" in these terms and conditions are to each of the Investors who are a party to that joint agreement and their liability is joint and several.

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

Allocation

Placing Shares will be allocated, as nearly as reasonably possible, so that applications from existing Shareholders are given priority over other applicants, and, where applicable, with a view to ensuring that existing Shareholders are allocated at least such percentage of New Shares as is as close as possible to their existing percentage holding of Existing Shares.

Placing Shares will be allocated to the Managing Partner at the sole discretion of the Company and the Joint Bookrunners on a basis that does not give it preferential treatment as against the other Shareholders taking into account the proportions of their shareholdings.

The Company reserves the right to decline in whole or in part any application for Placing Shares pursuant to the Placing. Accordingly, applicants for Placing Shares may, in certain circumstances, not be allotted the number of Placing Shares for which they have applied.

Investors will be notified of the number of Placing Shares in respect of which their application has been successful and the results of the Placing will be announced by the Company on 26 February 2015 through an RIS.

All Placing Shares issued pursuant to the Placing and the Further Allotment Option will be issued, payable in full, at the Issue Price.

General

Multiple subscriptions from individual subscribers will not be accepted.

All applications for Placing Shares at the Issue Price will be payable in full in cash. No commissions will be paid by the Company to any applicants under the Placing. Definitive certificates in respect of Placing Shares in certificated form in relation to the Placing will be dispatched by post within 10 Business Days of Admission. Temporary documents of title will not be issued.

CREST

Placing Shares will be issued in registered form and may be held in either certificated or uncertificated form and settled through CREST. CREST is a paperless settlement procedure enabling securities to be evidenced other than by certificates and transferred other than by written instrument. The Guernsey Regulations permit the holding of the Placing Shares under the CREST system and the Directors intend to apply for the Placing Shares to be admitted to CREST as participating securities with effect from Admission. Accordingly, it is intended that settlement of transactions in the Placing Shares following Admission, once issued and fully paid, may take place within the CREST system if the relevant Shareholders so wish.

CREST is a voluntary system and Shareholders who wish to receive and retain share certificates will be able to do so upon notice to the Company. If a Shareholder or transferee requests Placing Shares to be issued in certificated form, a share certificate will be despatched either to them or their nominee (at their own risk) as soon as practicable.

It is expected that, in relation to the Placing, the Company will arrange for Euroclear to be instructed on 4 March 2015 to credit the appropriate CREST accounts of the subscribers concerned or their nominees with their respective entitlements to the Placing Shares. The names of subscribers or their nominees investing through their CREST accounts will be entered directly onto the share register of the Company.

Settlement of Placing Shares

Payment for Placing Shares issued under the Placing should be made through CREST and in accordance with settlement instructions to be notified to placees by 2.00 p.m. on 3 March 2015.

Money Laundering

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK and/or Guernsey, the Company and its agents or the Investment Manager or Administrator may require evidence in connection with any application for Placing Shares, including further identification of the applicant(s), before any Placing Shares are issued. Failure to provide the necessary evidence of identity may result in an Investor's application being rejected or delays in the despatch of documents.

Placing arrangements

The Company, the Directors, the Investment Manager, the Special Limited Partner and the Joint Bookrunners are entering into the Placing Agreement pursuant to which, subject to certain conditions, the Joint Bookrunners shall agree to use reasonable endeavours to procure subscribers for certain of the Placing Shares in the Placing in each case at the Issue Price. The Placing Agreement will contain certain conditions and provisions entitling the Joint Bookrunners to terminate the Placing Agreement (and the arrangements associated with it) at any time before Admission in certain circumstances. If this right of termination is exercised by the Joint Bookrunners, the Placing will lapse and any monies received in respect of the Placing will be returned to applicants without interest and at their own risk.

Dealings

Application will be made to the London Stock Exchange for the Placing Shares issued pursuant to the Placing to be admitted to trading on the SFM. It is expected that Admission will become effective and dealings in the Placing Shares will commence on the SFM at 8.00 a.m. (London time) on 4 March 2015. It is expected that CREST accounts will be credited with Placing Shares on 4 March 2015 and, if applicable, definitive share certificates for the Placing Shares will be dispatched within 10 Business Days of Admission. No temporary documents of title will be issued. Pending the despatch by post of definitive share certificates where applicable, transfers will be certified against the register held by the Registrar. These dates and times may be changed.

GLOSSARY