REG - Seraphim Space I.T. - RESULTS OF THE ISSUE
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.
12 July 2021
SERAPHIM SPACE INVESTMENT TRUST PLC
(the "Company")
RESULTS OF THE ISSUE
Seraphim Space Investment Trust Raises approximately £180m in Oversubscribed IPO
Seraphim Space Investment Trust plc, a newly established closed-ended investment company which will invest in a diversified international portfolio of early and growth stage Space Tech businesses, is pleased to announce that it has successfully raised gross proceeds of approximately £178.4 million pursuant to the Initial Issue of its ordinary shares ("Ordinary Shares") as described in the prospectus published by the Company on 22 June 2021.
The Initial Issue comprises:
- Gross proceeds of £150 million by way of the Initial Placing, the Offer for Subscription, Direct Subscriptions (other than any Direct Subscription in connection with the Company's acquisition of the Initial Portfolio) and the Intermediaries Offer (the "Capital Raise"); and
- Gross proceeds of approximately £28.4 million by way of Direct Subscriptions in connection with the Company's acquisition of the Initial Portfolio.
The Capital Raise was oversubscribed with demand exceeding the target fundraise amount of £150 million. Accordingly applications were scaled back so that commitments under the Capital Raise equal the £150 million target amount.
As previously announced, on or before 31 December 2021, the Company will also acquire stakes in four Space Tech businesses (the "Retained Assets") upon the completion or termination of currently pending corporate activity in relation to those assets. Assuming the successful completion of these transactions currently underway, the Company's investment manager, Seraphim Space (Manager) LLP (the "Manager" or "Seraphim"), estimates approximately £70 million of value relating to the Retained Assets could be acquired by the Company[1]. This will:
· Bring the total potential value of the seed assets to be acquired to approximately £100 million; and
· Imply total gross proceeds pursuant to the Initial Issue and the acquisition of the Retained Assets of approximately £250 million.
Will Whitehorn, Chair of Seraphim Space Investment Trust plc, commented:
"Seraphim is the world's number one investor in Space Tech, a sector that to date has been driven by private capital. Our IPO on the Main Market of the London Stock Exchange gives investors unparalleled early access to companies that will shape a new economic revolution. We are delighted with the support received from retail and institutional investors alike. We look forward to playing our part, as an ambitious investor, in the space industrial revolution which is now underway around the globe and above it."
Mark Boggett, CEO of Seraphim Space, said:
"Space is now "open for business" and no longer just the preserve for billionaires. Seraphim Space Investment Trust is aiming to back the next generation of space entrepreneurs who are looking to harness the infinite potential of space to help solve some of our world's most pressing problems. With the space sector now at a major inflection point, 'Space Tech' looks set to become a multi decade, multi $trillion investment opportunity - one which Seraphim is already at the forefront of.
Seraphim Space Investment Trust is offering for the first time public market investors the opportunity to get diversified exposure to the private companies leading this exciting investment area. We are delighted that investors in our IPO share our enthusiasm for helping to make science fiction become science fact".
Deutsche Bank AG, London Branch ("Deutsche Bank") and J.P. Morgan Cazenove are acting as Joint Bookrunners to the Company. Deutsche Bank is acting as Sole Sponsor to the Company.
Application has been made for the admission of 178,414,562 Ordinary Shares to the Premium Segment of the Official List and trading on the Main Market of the London Stock Exchange plc ("Admission"). It is expected that Admission will become effective and unconditional dealings in the Ordinary Shares will commence at 8.00 a.m. (London time) on 14 July 2021. The Ordinary Shares will trade under the ticker "SSIT" (ISIN: GB00BKPG0138).
Defined terms in this announcement have the same meaning as defined in the Prospectus.
Media Enquiries
Seraphim Space (Manager) LLP (Via SEC Newgate)
Mark Boggett, CEO / James Bruegger, CIO / Rob DesboroughSEC Newgate (Communications advisers)
Emma Kane / Clotilde Gros / Bob Huxford
seraphim@secnewgate.co.uk
+44 20 3757 6767Deutsche Bank (Sole Sponsor and Joint Bookrunner)
Gavin Deane / Mark Hankinson / Neil Collingridge / Neil Coleman
+44 20 754 58000J.P. Morgan Cazenove (Joint Bookrunner)
William Simmonds / Jérémie Birnbaum / Rupert Budge (Corporate Finance)
James Bouverat / Liam MacDonald-Raggett (Sales)
+44 20 7742 4000Solid Solutions Associates (Intermediaries Offer Adviser)
Nigel Morris
Intermediaries@solid-solutions.co.uk
+44 7850 825701Disclaimer
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG ("Deutsche Bank") is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the Prudential Regulation Authority (the "PRA") with deemed variation of permission. It is subject to regulation by the Financial Conduct Authority (the "FCA") and limited regulation by the PRA. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website.
J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove) ("JPMC"), is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA
Each of Deutsche Bank and JPMC is acting for the Company and no other person in connection with the matters described in this announcement. Deutsche Bank and JPMC will not be responsible to any person other than the Company for providing any of the protections afforded to clients of Deutsche Bank or JPMC, nor for providing any advice in relation to any matter referred to in this announcement.
The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration or an exemption from registration under the Securities Act. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The shares of the Company will be offered and sold outside of the United States to non-U.S. Persons in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA. The Initial Issue and any subsequent issue under the Company's share issuance programme, and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement 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.
None of the Company, the Manager, Deutsche Bank or JPMC, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company 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 the announcement or its contents or otherwise arising in connection therewith. The Company, the Manager, Deutsche Bank and JPMC, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.ENDROIEAPXFFLDFEFA
