REG - CVC Income & Growth CVC Inc& Grwth-CVCG - Proposed Placing and Retail Offer

CVC Income & GrowthAnnouncement

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RNS Number : 0895B  CVC Income & Growth Limited  29 September 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

29 September 2025

 

CVC Income & Growth Limited

 

Proposed Placing and Retail Offer

 

The Board of CVC Income & Growth Limited (the "Company") is pleased to
announce a placing (the "Placing") and retail offer of both Euro and Sterling
denominated redeemable ordinary shares of no-par value in the capital of the
Company ("Shares") (the "Fundraising"). The retail offer will be undertaken
via the Winterflood Retail Access Platform ("WRAP") (the "WRAP Retail Offer").

 

The Fundraising

 

In light of the ongoing demand in the market for the Sterling Shares, with the
Company having reissued from treasury 39 million Sterling Shares in the last
12 months, and the Sterling Shares having traded at an average premium of
0.36% since the beginning of 2025, the Board has decided to undertake the
Placing by way of a reissue of Shares held in treasury. Winterflood Securities
Limited ("Winterflood") is acting as placing agent to the Company in relation
to the Placing. The Placing is not being underwritten.

 

In connection with the Fundraising and WRAP Retail Offer, the Company
published a circular on 23 September 2025 (the "Circular") convening an
extraordinary general meeting to be held at 11:00 a.m. on 13 October 2025 (the
"EGM") where the Company's shareholders will be asked to grant the Board
authority to allot and issue, on a non-pre-emptive basis up to 20 per cent. in
aggregate of the Company's issued share capital (excluding any Shares held in
treasury) on the date of the EGM (the "Proposed Authorities") (being
approximately £60 million if only Sterling Shares were reissued).

 

Any Shares reissued from treasury in connection with the Fundraising will be
reissued pursuant to the existing authorities granted at the 2025 AGM, and if
granted, the Proposed Authorities.

 

Any Shares reissued pursuant to the Placing and WRAP Retail Offer will be
reissued at a price equal to a 0.65% premium to the last published cum-income
NAV per Share prior to the closing of the Placing (the "Issue Price"). The
Issue Price is expected to be announced on 17 October 2025. The Shares will
not be subject to stamp duty.

 

In order to allow qualifying retail investors to participate in the
Fundraising, the Company is undertaking the WRAP Retail Offer, which is being
made under an exemption against the need for an approved prospectus provided
for under sections 86(1)(e) and 86(4) of Financial Services and Markets Act
2000, as amended ("FSMA") and is expected to run alongside the Placing. A
separate announcement will be released shortly detailing the WRAP Retail
Offer.

 

The net proceeds of the Fundraising will be invested in accordance with the
Company's investment policy.

 

 

The Fundraising may be subject to scaling back at the sole discretion of the
Board, in consultation with Winterflood.

 

The Shares will, when reissued, be credited as fully paid, and have the right
to receive all dividends and other distributions declared, if any, by
reference to a record date after the date of their sale and in all other
respects will rank pari passu with the existing Shares.

 

Further information on the Company can be found at the Company's website:
https://ig.cvc.com/overview/ (https://ig.cvc.com/overview/) .

 

Terms used but not otherwise defined in this announcement have the meaning
given to them in the Circular.

 

Timetable

 

The expected timetable for the Fundraising is as follows:

 

                                   2025
 Fundraising opens                 7:00 a.m. on 29 September
 Issue Price announced             17 October
 EGM                               11:00 a.m. on 13 October
 Fundraising closes                2:00 p.m. on 21 October
 Results of Fundraising announced  22 October
 Settlement of Fundraising trades  24 October

 

Availability of the Placing

 

Participation in the Placing will only be available to persons in the United
Kingdom who are qualified investors as defined in article 2(e) of Regulation
(EU) 2017/1129 which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended) (the "UK Prospectus Regulation") ("UK
Qualified Investors"). UK Qualified Investors should communicate their firm
interest to their usual sales contact at Winterflood.

 

The Placing will be made through Winterflood, subject to the terms and
conditions (the "Terms and Conditions") set out below in Appendix 1 to this
announcement. The decision to allot the Shares to any UK Qualified Investor
pursuant to the Placing shall be at the absolute discretion of Winterflood (in
consultation with the Company).

 

By making an offer to subscribe for Shares under the Placing, UK Qualified
Investors will be deemed to have accepted the Terms and Conditions. A UK
Qualified Investor that has made an offer to subscribe for Shares under the
Placing accepts that following the closing of the Fundraising such offer shall
be irrevocable. Upon being notified of its allocation of Shares in the
Placing, a UK Qualified Investor shall be contractually committed to acquire
the number of Shares allocated to it at the Issue Price.

 

Winterflood, in agreement with the Company, may choose to accept applications,
either in whole or in part, on the basis of allocations determined, and may
scale down any applications for this purpose, on such basis as the Company and
Winterflood may determine. Winterflood may also, notwithstanding the above,
subject to the prior consent of the Company: (i) allocate Shares after the
time of any initial allocation to any UK Qualified Investor submitting an
application after that time; and (ii) allocate Shares after the Fundraising
has closed to any UK Qualified Investor submitting an application after that
time.

 

 

 BNP Paribas S.A., Jersey Branch  cvccpeolcosec@bnpparibas.com

 Company Secretary                +44 (0) 1534 813800

 Winterflood Securities Limited   +44 (0)20 3100 0000
 Neil Morgan

 Darren Willis

The Company's LEI is: 213800Z42Y242CIWJ785

 

Important Notice

 

The content of this announcement has been prepared by, and is the sole
responsibility of CVC Income & Growth Limited.

 

The information contained in this announcement is given at the date of its
publication and is subject to updating, revision and amendment from time to
time. Neither the content of the Company's website nor any website accessible
by hyperlinks to the Company's website is incorporated in, or forms part of,
this announcement.

 

Members of the public are not eligible to take part in the Placing.
Information in this announcement relating to the Placing (including within
Appendix 1) and the terms and conditions of the Placing set out in Appendix 1
are for information purposes only and are directed only at persons who are UK
Qualified Investors, who are persons: (i) who have professional experience in
matters relating to investments falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
or (ii) 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"). Any investment or investment activity to
which this announcement relates is available only to and will only be engaged
in with the persons referred above.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice. Dividend targets are a target only and not a profit forecast,
there can be no assurances that this target will be met. No representation is
being made by the inclusion of the data contained herein that the Company will
achieve results similar to that which it has achieved in the past or avoid
losses. Past performance cannot be relied on as a guide to future performance.

 

It should be noted that a subscription for Shares and investment in the
Company carries a number of risks. Investors should consider the risk factors
set out in the Company's latest annual report before making a decision to
subscribe for Shares. Investors should take independent advice from a person
experienced in advising on investment in securities such as the Shares if they
are in any doubt. Investors' capital is at risk.

 

Any investment or investment activity to which this announcement (including
the Appendix) and the terms and conditions set out herein relates is available
only to, and will be engaged in only with, Relevant Persons. This announcement
(including the Appendix) is for information purposes only and does not itself
constitute an offer for sale or subscription of any securities in the Company.
If persons are in any doubt as to whether they are a Relevant Person they
should consult a professional adviser for advice.

 

The Shares have not been registered and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States or to, or for the account
or benefit of, any US Person (within the meaning of Regulation S under the
Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction in the United States, and under circumstances that that would not
result in the Company being in violation of the U.S. Investment Company Act of
1940, as amended (the "Investment Company Act"). The Company has not been, and
will not be, registered under the Investment Company Act and as such investors
are not and will not be entitled to the benefits of the Investment Company
Act.

 

The Shares are being offered and sold outside the United States to non-U.S.
Persons in offshore transactions in reliance on the exemption from the
registration requirements of the Securities Act provided by Regulation S
thereunder. There has been and will be no public offering of the Shares in the
United States. The Shares have not been approved or disapproved by the United
States Securities and Exchange Commission, any state securities commission in
the United States or any other U.S. regulatory authority, nor have any of the
foregoing authorities passed upon or endorsed the merits of the offering of
the Shares pursuant to the Fundraising or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal offence in the
United States.

 

This announcement (including Appendix 1) does not constitute an offer to sell
or issue or a solicitation to buy or subscribe for Shares in any jurisdiction
including, without limitation, the United States, Canada, Australia, New
Zealand, the Republic of South Africa, Japan or any other jurisdiction in
which such offer or solicitation is or may be unlawful (an "Excluded
Territory"). This announcement (including Appendix 1) is not for publication,
release or distribution, directly or indirectly, in whole or in part, to U.S.
Persons or to persons in an Excluded Territory.

 

The distribution of this announcement (including Appendix 1), and/or the issue
of Shares in certain jurisdictions may be restricted by law and/or regulation.
No action has been taken by the Company, Winterflood or CVC Credit Partners
Investment Management Limited (the "Manager") or any of their respective
affiliates that would permit an offer of Shares pursuant to the Placing in any
jurisdiction where action for that purpose is required. Persons receiving this
announcement are required to inform themselves about and to observe any such
restrictions.

 

Certain statements made in this announcement (including Appendix 1) are
forward-looking statements. These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts. Such
statements are based on current expectations and assumptions and are subject
to a number of risks and uncertainties that could cause actual events or
results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. No assurance can be
given that forward-looking statements results will be achieved. The
forward-looking statements contained in this announcement speak only as of the
date of this announcement and the Company assumes no obligation to, and does
not intend to update or revise publicly any of them whether as a result of new
information, future events or otherwise, except to the extent required by the
FCA, the LSE or by applicable law, the Listing Rules and the Disclosure
Guidance and Transparency Rules.

 

The information contained in this announcement is subject to change without
notice and the Company does not take any responsibility or obligation nor does
it intend to revise or update publicly or review any of the forward-looking
statements in this announcement to reflect events or circumstances after the
date of this announcement (except to the extent required by the FCA, the LSE
or by applicable law). Prospective investors should not place undue reliance
on forward-looking statements, which speak only as of the date of this
announcement, as a prediction of actual results or otherwise.

 

Winterflood or its affiliates from time to time have provided in the past and
may provide in the future investment banking, financial advisory and
commercial banking services to the Company and its affiliates in the ordinary
course of business for which they have received or may receive customary fees
and commissions.

 

Winterflood, which is authorised and regulated in the United Kingdom by the
FCA, is acting only for the Company in connection with the matters described
in this announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to clients of
Winterflood or advice to any other person in relation to the matter contained
herein.

 

None of the Manager or Winterflood, 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 for any loss howsoever arising from any use of the
announcement or its contents aside from the responsibilities and liabilities,
if any, which may be imposed by FSMA, or the regulatory regime established
thereunder or any other applicable regulatory regime. The Manager and
Winterflood 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.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within the relevant provisions of the UK statutory instruments implementing
Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593,
Regulation (EU) No 600/2014 of the European Parliament, as they form part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
(together, the "UK MiFID Laws"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK MiFID Laws) may otherwise have with respect thereto,
the Shares have been subject to a product approval process, which has
determined that the Shares are: (i) compatible with an end target market of
retail investors who do not need a guaranteed income or capital protection and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in the UK MiFID Laws; and (ii) eligible for
distribution through all distribution channels permitted by the UK MiFID Laws
(the "Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
the price of Shares may decline and investors could lose all or part of their
investment; the Shares offer no guaranteed income and no capital protection;
and an investment in 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 issue of the Shares.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
Winterflood will only contact prospective placees for participation in the
Placing who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the UK
MiFID Laws; 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 Shares.

 

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

 

PRIIPS Regulation

 

The Company has prepared a key information document in respect of the Shares,
which is available to investors on the Company's website:
 https://ig.cvc.com/investor-information/key-information-documents/
(https://ig.cvc.com/investor-information/key-information-documents/) . The key
information document has been prepared in accordance with the content
requirements and methodologies specified in the UK version of 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, which forms part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended.

APPENDIX 1 - TERMS AND CONDITIONS OF THE PLACING

 

1.    INTRODUCTION

1.0.  By participating in the Placing each applicant for Shares (a "Placee")
is deemed to have read and understood this announcement (the "Announcement")
including this appendix ("Appendix 1") in its entirety and to be providing the
representations, warranties, undertakings, agreements and acknowledgements
contained in this Appendix 1.

 

1.1.  Each Placee which confirms its agreement (whether orally or in writing)
to Winterflood to subscribe for the Shares under the Placing will be bound by
these Terms and Conditions and will be deemed to have accepted them.

 

1.2.  Winterflood 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 may require
any such Placee to execute a separate placing letter. The terms and conditions
contained in any such placing letter shall be supplemental and in addition to
the Terms and Conditions contained in this Appendix 1.

 

2.    AGREEMENT TO SUBSCRIBE FOR SHARES

2.0.  Conditional on:

 

2.0.1.          the Placing not having been terminated; and

 

2.0.2.         Winterflood confirming to the Placees their allocation
of Shares,

 

(the "Conditions"),

 

a Placee agrees to become a member of the Company and agrees to subscribe for
those Shares allocated to it by Winterflood at the Issue 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.

 

2.1.  Any commitment to acquire Shares under the Placing agreed orally with
Winterflood, as agent for the Company, will constitute an irrevocable, legally
binding commitment upon that person (who at that point will become a Placee)
in favour of the Company and Winterflood, to subscribe for the number of
Shares allocated to it on the terms and subject to the conditions set out in
these Terms and Conditions and in a contract note (the ''Contract Note'') and
in accordance with the articles of association of the Company. Except with the
consent of Winterflood, such oral commitment will not be capable of variation
or revocation after the time at which it is made.

 

2.2.  Each Placee's allocation of Shares under the Placing will be evidenced
by a Contract Note confirming: (i) the number of Shares that such Placee has
agreed to acquire; (ii) the aggregate amount that such Placee will be required
to pay for such Shares; and (iii) settlement instructions to pay Winterflood,
as agent for the Company. The provisions as set out in these Terms and
Conditions will be deemed to be incorporated into that Contract Note.

 

3.    PAYMENT FOR SHARES

 

3.0.  Each Placee undertakes to pay the Issue Price for the Shares reissued
to the Placee in the manner and by the time directed by Winterflood. In the
event of any failure by any Placee to pay as so directed and/or by the time
required by Winterflood, the relevant Placee's application for Shares may, at
the discretion of Winterflood, either be accepted or rejected and, in the
former case, paragraph 4.6 and/or 7.5 below shall apply.

 

4.    PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

 

4.0.  Prospective Placees will be identified and contacted by Winterflood.

 

4.1.  The latest time and date for receipt of commitments under the
Fundraising is 2.00 p.m. (London time) on 21 October 2025. Winterflood
reserves the right to bring this date forward, or to extend the timetable at
its discretion.

 

4.2.  Winterflood will re-contact and confirm orally or by email to Placees
the size of their respective allocations and a Contract Note will be
dispatched as soon as possible thereafter. Winterflood's confirmation of the
size of allocations and each Placee's oral commitment to accept the same or
such lesser number as determined in accordance with paragraph 4.3 below will
constitute a legally binding agreement pursuant to which each such Placee will
be required to accept the number of Shares allocated to the Placee at the
Issue Price and otherwise on the terms and subject to the conditions set out
in this Appendix 1.

 

4.3.  Winterflood (after consultation with the Company) reserves the right to
scale back the number of Shares to be subscribed by any Placee in the Placing.
The Company and Winterflood also reserve the right not to accept offers to
subscribe for Shares or to accept such offers in part rather than in whole.
Winterflood shall be entitled to effect the Fundraising by such method as it
shall in its sole discretion determine. To the fullest extent permissible by
law, neither Winterflood, nor any holding company of Winterflood, nor any
subsidiary, branch or affiliate of Winterflood (each an "Affiliate") nor any
person acting on behalf of any of the foregoing shall have any liability to
Placees (or to any other person whether acting on behalf of an Placee or
otherwise). In particular, neither Winterflood, nor any Affiliate thereof nor
any person acting on their behalf shall have any liability to Placees in
respect of their conduct of the Placing. No commissions will be paid to
Placees or directly by Placees in respect of the Shares. Under the terms of
the Company's placing agreement with Winterflood, the Company shall pay
Winterflood a commission equal to a proportion of the gross proceeds raised
from Placees.

 

4.4.  Each Placee's obligations will be owed to the Company and to
Winterflood. Following the oral or email confirmation referred to above, each
Placee will have an immediate, separate, irrevocable and binding obligation,
owed to Winterflood, to pay to Winterflood (or as Winterflood may direct) in
cleared funds an amount equal to the product of the Issue Price and the number
of Shares which such Placee has agreed to acquire under the Placing.
Commitments under the Placing, once made, cannot be withdrawn without the
consent of the directors of the Company. The Company shall allot such Shares
to each Placee (or to Winterflood for onward transmission to the relevant
Placee) following each Placee's payment to Winterflood of such amount.

 

4.5.  Each Placee agrees to indemnify on demand and hold each of Winterflood,
the Company and the Manager and its and their respective Affiliates harmless
from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of the
acknowledgements, undertakings, representations, warranties and agreements set
forth in these Terms and Conditions as supplemented by any Placing Letter.

 

4.6.  All obligations of Winterflood under the Placing will be subject to
fulfilment of the conditions referred to below under "Conditions".

 

5.    CONDITIONS

 

5.0.  If the Placing does not become unconditional, the Placing will lapse
and each Placee's rights and obligations under the Placing shall cease and
terminate at such time and no claim may be made by a Placee in respect
thereof. Winterflood shall have no liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision they may make as to whether or not to waive or to extend the time
and/or date for the satisfaction of any Condition.

 

5.1.  By participating in the Placing, each Placee agrees that its rights and
obligations hereunder terminate only in the circumstances described above and
will not be capable of rescission or termination by the Placee.

 

5.2.  By participating in the Placing, each Placee agrees with Winterflood
that the exercise by Winterflood of any right of termination or other
discretion shall be within the absolute discretion of Winterflood and that
Winterflood needs not make any reference to the Placee in this regard and
that, to the fullest extent permitted by law, Winterflood shall not have any
liability whatsoever to the Placee in connection with any such exercise.

 

6.    NO PROSPECTUS

 

6.0.  The Placing is only available to Relevant Persons that are identified
and contacted by Winterflood and the Shares will only be offered in such a way
as to not require a separate prospectus to be issued in the United Kingdom or
elsewhere. No offering document or prospectus has been or will be submitted to
be approved by the Financial Conduct Authority (the "FCA") in relation to the
Placing and Placees' commitments will be made solely on the basis of the
information contained in this Announcement (including this Appendix 1) and
information that has been published by the Company in accordance with the
Financial Conduct Authority's Disclosure Guidance and Transparency Rules and
certain business and financial information the Company is required to publish
in accordance with the rules and practices of the FCA (collectively "Exchange
Information").

 

6.1.  Each Placee, by accepting a participation in the Placing, agrees that
the content of this Announcement, including this Appendix 1, is exclusively
the responsibility of the Company and confirms that it has neither received
nor relied on any other information (other than the Exchange Information),
representation, warranty, or statement made by or on behalf of the Company or
Winterflood, or the Manager or any other person and none of the Company,
Winterflood or the Manager nor any other person will be liable for any
Placee's decision to participate in the Placing based on any other
information, representation, warranty or statement which the Placee may have
obtained or received. Each Placee acknowledges and agrees that it has relied
on its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing and confirms that it has
understood the risks of investing in the Company and acquiring Shares. Each
Placee also acknowledges that it has had an opportunity to review and access
the information on the Company's ongoing charges detailed in the Exchange
Information. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.

 

7.    REGISTRATION AND SETTLEMENT

 

7.0.  Settlement of transactions in the Shares following allotment will take
place within the CREST system, using the DVP mechanism, subject to certain
exceptions. Winterflood reserves the right to require settlement for and
delivery of the Shares (or a portion thereof) to Placees by such other means
as it may deem necessary, if delivery or settlement is not possible or
practicable within the CREST system within the timetable set out in the
Announcement or would not be consistent with the regulatory requirements in
the Placee's jurisdiction.

 

7.1.  Each Placee allocated Shares in the Placing will be sent a Contract
Note stating the number of Shares allocated to it, the aggregate amount owed
by such Placee to Winterflood (as agent for the Company) and settlement
instructions. Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with the
settlement instructions in the Contract Note or as otherwise directed by
Winterflood.

 

7.2.  It is expected that settlement in respect of the Shares will be on a
T+2 basis in accordance with the instructions set out in the Contract Note.

 

7.3.  Interest is chargeable daily on payments not received from Placees on
the due date in accordance with the arrangements set out above at the rate of
2 percentage points above the base rate of Barclays Bank Plc.

 

7.4.  Each Placee is deemed to agree that if it does not comply with these
obligations, Winterflood may sell any or all of the Shares allocated to the
Placee on such Placee's behalf and retain from the proceeds, for their own
account and profit (as agent for the Company), 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 Shares
on such Placee's behalf. By communicating an application for Shares, each
Placee confers on Winterflood all such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which
Winterflood lawfully takes in pursuance of such sale.

 

7.5.  If Shares are to be delivered to a custodian or settlement agent, the
Placee should ensure that the Contract Note is copied and delivered
immediately to the relevant person within that organisation.

 

7.6.  Insofar as Shares are registered in the Placee's name or that of its
nominee or in the name of any person for whom the Placee is contracting as
agent or that of a nominee for such person, such Shares will, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax or securities transfer tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve tax or
securities transfer tax is payable in respect of the reissue of the Shares,
neither Winterflood nor the Company shall be responsible for the payment
thereof. Placees will not be entitled to receive any fee or commission in
connection with the Placing.

 

8.    REPRESENTATIONS AND WARRANTIES

By agreeing to subscribe for Shares under the Placing, each Placee which
enters into a commitment to subscribe for Shares will (for itself and for any
person(s) procured by it to subscribe for Shares and any nominee(s) for any
such person(s)) be deemed to acknowledge, undertake, represent and warrant to
each of the Company, Winterflood, and the Manager that:

 

8.0.  it has read this Announcement, including this Appendix 1, in its
entirety and acknowledges that its acquisition of Shares is subject to and
based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and undertakes not to redistribute or duplicate
this Announcement (including this Appendix 1);

 

8.1.  no offering document or prospectus has been prepared in connection with
the placing of the Shares and it has not received a prospectus or other
offering document in connection therewith;

 

8.2.  the Shares are listed the FCA's closed-ended investment funds category
and the Company is therefore required to publish the Exchange Information,
which includes a description of the nature of the Company's business and the
Company's most recent financial statements and that the Placee is able to
obtain or access such information without undue difficulty, and is able to
obtain access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;

 

8.3.  it is relying solely on this Announcement (including this Appendix 1)
and the Exchange Information published by the Company prior to the sale of the
Shares reissued pursuant to the Placing and not on any other information
given, or representation or statement made at any time, by any person
concerning the Company or the Placing;

 

8.4.  it has neither received nor relied on any confidential price sensitive
information concerning the Company in accepting this invitation to participate
in the Placing;

 

8.5.  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 Shares pursuant to the Placing and it is not acting on
a non-discretionary basis for any such person;

 

8.6.  it has carefully read and understands this Announcement, including this
Appendix 1, in its entirety and acknowledges that it is acquiring Shares
subject to these Terms and Conditions, the Contract Note and the articles of
association of the Company as in force;

 

8.7.  the price payable per Share is payable to Winterflood on behalf of the
Company in accordance with the terms of these Terms and Conditions and in the
Contract Note;

 

8.8.  it has the funds available to pay for in full the Shares for which it
has agreed to subscribe and it will pay the total subscription amount in
accordance with the terms set out in these Terms and Conditions and as set out
in the Contract Note on the due time and date;

 

8.9.  it has not relied on Winterflood or any person affiliated with
Winterflood in connection with any investigation of the accuracy of any
information contained in this Announcement or otherwise;

 

8.10. the content of this Announcement, including this Appendix 1, and the
Exchange Information is exclusively the responsibility of the Company and (in
respect of the Exchange Information) in addition to the Company, the persons
stated therein as accepting responsibility, and apart from the liabilities and
responsibilities, if any, which may be imposed on Winterflood under any
regulatory regime, none of the Manager, Winterflood nor any person acting on
their behalf nor any of their Affiliates makes any representation, express or
implied, nor accepts any responsibility whatsoever for the contents of this
Announcement and the Exchange Information nor for any other statement made or
purported to be made by them or on its or their behalf in connection with the
Company, the Shares or the Placing;

 

8.11. no person is authorised in connection with the Placing to give any
information or make any representation other than as contained in this
Announcement and, if given or made, any information or representation must not
be relied upon as having been authorised by Winterflood, the Company or the
Manager;

 

8.12. 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 and the Shares are not being acquired in connection with
arrangements to issue depositary receipts or to transfer Shares into a
clearance system;

 

8.13. if the laws of any territory or jurisdiction outside the United Kingdom
are applicable to its agreement to subscribe for Shares under the Placing,
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, Winterflood or the Manager or any of
their respective officers, agents, employees or affiliates 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;

 

8.14. it accepts that none of the Shares have been or will be registered under
the securities laws, or with any securities regulatory authority other than of
the United Kingdom and that the Shares may not be offered, sold, issued or
delivered, directly or indirectly, within any Excluded Territory unless an
exemption from any registration requirement is available;

 

8.15. if it is outside the United Kingdom, this Announcement (including this
Appendix 1) does not constitute an invitation, offer or promotion to, or
arrangement with, it or any person whom it is procuring to subscribe for
Shares pursuant to the Placing 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 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;

 

8.16. it, nor the prospective beneficial owner of the Shares, does not have a
registered address in, and is not a citizen, resident or national of an
Excluded Territory or 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;

 

8.17. (a) it has complied with and will continue to comply with its
obligations under the Market Abuse Regulation (EU) No. 596/2014, which is part
of UK law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI
2019/310), Criminal Justice Act 1993 and Part VIII of the Financial Services
and Markets Act 2000, as amended ("FSMA") and other applicable law; (b) in
connection with money laundering and terrorist financing, it has complied with
its obligations under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), and other applicable law, the Terrorism Act
2006, the Money Laundering Regulations 2007 and the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the Payer) 2017
Regulations; and (c) it is not a person: (i) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury; (ii) named
on the Consolidated List of Financial Sanctions Targets maintained by HM
Treasury of the United Kingdom; or (iii) subject to financial sanctions
imposed pursuant to a regulation of the EU or a regulation adopted by the
United Nations (together, the "Regulations"); and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and recorded by
it to verify the identity of the third party as required by the Regulations
and has obtained all governmental and other consents (if any) which may be
required for the purpose of, or as a consequence of, such purchase, and it
will provide promptly to Winterflood such evidence, if any, as to the identity
or location or legal status of any person which Winterflood may request from
it in connection with the Placing (for the purpose of complying with such
Regulations or ascertaining the nationality of any person or the
jurisdiction(s) to which any person is subject or otherwise) in the form and
manner requested by Winterflood on the basis that any failure by it to do so
may result in the number of Shares that are to be purchased by it or at its
direction pursuant to the Placing being reduced to such number, or to nil, as
Winterflood may decide at its sole discretion;

 

8.18. if it is a financial intermediary, as that term is used in Article 5 of
the Prospectus Regulation, that the Shares purchased by it in the Placing will
not be acquired on a non-discretionary basis on behalf of, nor will they be
acquired with a view to their offer or resale to, persons in a member state of
the European Economic Area or the United Kingdom other than Qualified
Investors, or in circumstances in which the prior consent of Winterflood has
been given to the offer or resale;

 

8.19. it has not offered or sold and will not offer or sell any Shares to be
reissued pursuant to the Placing to persons in the European Economic Area or
the United Kingdom except to persons whose ordinary activities involve them in
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 in and which will not result in an offer to the public in
any member state of the European Economic Area or the United Kingdom within
the meaning of the Prospectus Regulation;

 

8.20. unless otherwise specifically agreed in writing with Winterflood, it is
a Qualified Investor as defined in the Prospectus Regulation and that it is a
person to whom the Shares may lawfully be marketed to under any applicable
legislation implementing The Alternative Investment Fund Managers Regulations
2013 (as amended by The Alternative Investment Fund Managers (Amendment etc.)
(EU Exit) Regulations 2019) and the Investment Funds Sourcebook forming part
of the FCA Handbook;

 

8.21. if it is within the United Kingdom, it is (a) a person who falls within
(i) Article 49(2)(a) to (d) or (ii) Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or is a
person to whom the 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 Shares may be lawfully offered under that other
jurisdiction's laws and regulations and (b) a "professional client" or an
"eligible counterparty" within the meaning of Chapter 3 of the Financial
Conduct Authority's Conduct of Business Sourcebook;

 

8.22. it and any person acting on its behalf is entitled to acquire the Shares
under the Placing under the laws of all relevant jurisdictions and that it has
all necessary capacity and has obtained all necessary consents and authorities
and taken any other necessary actions to enable it to commit to this
participation in the Placing and to perform its obligations in relation
thereto (including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to agree to the
terms set out or referred to in this Announcement (including this Appendix 1))
and will honour such obligations;

 

8.23. where it is acquiring Shares under the Placing for one or more managed
accounts, it is authorised in writing by each managed account: (i) to acquire
the Shares for each managed account; (ii) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
this Appendix 1 and the Announcement of which it forms part; and (iii) to
receive on its behalf any placing letter relating to the Placing in the form
provided to it by Winterflood;

 

8.24. it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
the Shares in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person and acknowledges and
agrees that no documents are being issued by Winterflood in its capacity as an
authorised person under section 21 of FSMA and such documents may not
therefore be subject to the controls which would apply if they were made or
approved a financial promotion by an authorised person;

 

8.25.  it has complied and will comply with all applicable provisions of the
FSMA and the Financial Services Act 2012 with respect to anything done by it
in relation to the Shares to be reissued pursuant to the Placing in, from or
otherwise involving, the United Kingdom;

 

8.26. unless it is otherwise expressly agreed with the Company and
Winterflood, it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted this document to any persons within the
United States or to any U.S. Persons, nor will it do any of the foregoing;

 

8.27. it represents, acknowledges and agrees to the representations,
warranties and agreements as set out under the heading ''United States
Purchase and Transfer Restrictions'' in paragraph 9 below;

 

8.28. it acknowledges that neither Winterflood nor any of its respective
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 participation in the Placing or is on
the basis that it is not and will not be a client of Winterflood and that
Winterflood does not have any duties or responsibilities to it for providing
protection afforded to their respective clients or for providing advice in
relation to the Placing;

 

8.29. the person whom it specifies for registration as holder of the Shares
will be: (i) itself; or (ii) its nominee, as the case may be. Neither
Winterflood nor the Company will be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement. Each Placee and any person acting on behalf of such Placee agrees
to participate in the Placing and it agrees to indemnify the Company and
Winterflood in respect of the same on the basis that the Shares will be
allotted to the CREST stock account of Winterflood who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;

 

8.30. save in the event of fraud on the part of Winterflood, none of
Winterflood, its ultimate holding companies nor any direct or indirect
subsidiary undertakings of such holding companies, nor any of their respective
directors, members, partners, officers and employees, shall be responsible or
liable to a Placee or any of its clients for any matter arising out of
Winterflood's role as placing agent or otherwise in connection with the
Placing and that where any such responsibility or liability nevertheless
arises as a matter of law the Placee and, if relevant, its clients, will
immediately waive any claim against any of such persons which the Placee or
any of its clients may have in respect thereof;

 

8.31. it accepts that if the Placing does not proceed or the Conditions to the
Placing are not satisfied as regards the Placing or the Shares for which valid
applications are received and accepted are not admitted to trading on the
London Stock Exchange Plc's Main Market for any reason whatsoever, then none
of Winterflood or the Company or the Manager, 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;

 

8.32.  if it is acting as a ''distributor'' (for the purposes of UK MiFID
Laws):

 

8.32.1.   it acknowledges that the Target Market Assessment undertaken by the
Manager and Winterflood does not      constitute: (a) an assessment of
suitability or appropriateness for the purposes of the UK MiFID Laws; 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
Shares and each distributor is responsible for undertaking its own target
        market assessment in respect of the Shares and determining
appropriate distribution channels;

 

8.32.2.   notwithstanding any Target Market Assessment undertaken by the
Manager and Winterflood, it confirms          that, other than where it
is a providing an execution-only service to investors, 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 Shares and that is has considered the
compatibility of the                risk/reward profile of such Shares
with the end target market; and

 

8.32.3.   it acknowledges that the price of the Shares may decline and
investors could lose all or part of their
 investment; the Shares offer no guaranteed income and no capital protection;
and an investment in the            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;

 

8.33. if the Placee is a natural person, such Placee is not under the age of
majority (18 years of age in the United Kingdom) on the date of such Placee's
agreement to subscribe for Shares under the Placing and will not be any such
person on the date any such agreement to subscribe under the Placing is
accepted;

 

8.34. Winterflood and the Company are entitled to exercise any of their rights
under these Terms and Conditions or any other right in their absolute
discretion without any liability whatsoever to it;

 

8.35.  the representations, undertakings and warranties contained in this
Announcement (including this Appendix 1) are irrevocable. It acknowledges that
Winterflood and the Company 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 of Shares are no longer accurate, it shall
promptly notify Winterflood and the Company;

 

8.36. where it or any person acting on behalf of it is dealing with
Winterflood, any money held in an account with Winterflood 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 Financial
Conduct Authority which therefore will not require Winterflood to segregate
such money, as that money will be held by Winterflood under a banking
relationship and not as trustee;

 

8.37. any of its clients, whether or not identified to Winterflood, will
remain its sole responsibility and will not become clients of Winterflood for
the purposes of the rules of the Financial Conduct Authority or for the
purposes of any other statutory or regulatory provision;

 

8.38. it accepts that the allocation of Shares shall be determined by
Winterflood, in its absolute discretion (following consultation with the
Company and the Manager) and that it may scale down the Placing commitments
for this purpose on such basis as it may determine;

 

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

 

8.40. it authorises Winterflood to deduct from the total amount subscribed
under the Placing the aggregation commission (if any) payable on the number of
Shares allocated under the Placing;

 

8.41. it irrevocably appoints any director of the Company and any director or
duly authorised employee or agent of Winterflood 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 Shares for which it has
given a commitment under the Placing, in the event of its own failure to do
so;

 

8.42. to the fullest extent permitted by law, it acknowledges and agrees to
the disclaimers contained in the Announcement, including this Appendix 1; and

 

8.43. it is capable of being categorised as 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.

 

9.    UNITED STATES PURCHASE AND TRANSFER RESTRICTIONS

Unless it is otherwise expressly agreed with the Company and Winterflood in
these Terms and Conditions, by participating in the Placing, each Placee
acknowledges and agrees that it will (for itself and any person(s) procured by
it to subscribe for Shares and any nominee(s) for any such person(s)) be
further deemed to acknowledge, undertake represent and warrant to each of the
Company, Winterflood and the Manager that:

9.0.  it is not a U.S. Person, is not located within the United States, is
acquiring the Shares in an offshore transaction meeting the requirements of
Regulation S under the Securities Act ("Regulation S") and is not acquiring
the Shares for the account or benefit of a U.S. Person;

 

9.1.  the Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and, subject to certain exceptions,
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;

 

9.2.  it has not acquired the Shares as a result of any general solicitation
or general advertising (as these terms are used in Regulation D under the
Securities Act), including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media, or
broadcast over radio, internet or television, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising;

 

9.3.  the Company has not registered under the Investment Company Act and
that the Company has put in place restrictions for transactions not involving
any public offering in the United States, and to ensure that the Company is
not and will not be required to register under the Investment Company Act;

 

9.4.  unless the Company expressly consents in writing otherwise, no portion
of the assets used to purchase, and no portion of the assets used to hold, the
Shares or any beneficial interest therein constitutes or will constitute the
assets of: (i) an ''employee benefit plan'' as defined in Section 3(3) of the
United States Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Part 4 of subtitle B of fiduciary responsibility
or prohibited transaction Title I of ERISA; (ii) a ''plan'' as defined in
Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the "U.S.
Tax Code"), including an individual retirement account, that is subject to
Section 4975 of the U.S. Tax Code; or (iii) an entity whose underlying assets
include the assets of any such ''employee benefit plan'' or ''plans'' by
reason of ERISA or the U.S. Department of Labor Regulations C.F.R. 2510.3-101,
as and to the extent modified by section 3(42) of ERISA (the "Plan Assets
Regulation"), or otherwise (including certain insurance company general
accounts) for the purposes of Section 4.6 of ERISA or Section 4975 of the U.S.
Tax Code. In addition, if an investor is a governmental, church, non-U.S. or
other employee benefit plan that is subject to any federal, state, local or
non-U.S. law that is substantially similar to the fiduciary responsibility or
prohibited transaction provisions of Title I of ERISA or Section 4975 of the
U.S. Tax Code, its purchase, holding, and disposition of the Shares must not
constitute or result in a non-exempt violation of any such substantially
similar law;

 

9.5.  the Company is required to comply with the US Foreign Account Tax
Compliance Act and agrees to furnish any information and documents the Company
may from time to time request, including but not limited to information
required under such act;

 

9.6.  if any Shares offered and sold pursuant to Regulation S are issued in
certificated form, then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise determined by
the Company in accordance with applicable law: ''CVC INCOME AND GROWTH
LIMITED" (THE ''COMPANY'') HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE ''INVESTMENT COMPANY
ACT''). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE 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.
ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OR AN
EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY
TO REGISTER UNDER THE INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH
ALL APPLICABLE SECURITIES LAWS. FURTHER, NO PURCHASE, SALE OR TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE UNLESS SUCH PURCHASE,
SALE OR TRANSFER WILL NOT RESULT IN THE ASSETS OF THE COMPANY CONSTITUTING
''PLAN ASSETS'' WITHIN THE MEANING OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED OR THE PLAN ASSETS REGULATION;'

 

9.7.  if in the future the investor decides to offer, sell, transfer, assign
or otherwise dispose of the Shares, it will do so only in compliance with an
exemption from the registration requirements of the Securities Act and under
circumstances which: (a) will not require the Company to register under the
Investment Company Act; and (b) will not result in the assets of the Company
constituting ''plan assets'' within the meaning of ERISA or the Plan Assets
Regulation;

 

9.8.  it is purchasing the Shares for its own account or for one or more
investment accounts for which it is acting as a fiduciary or agent, in each
case for investment only, and not with a view to or for sale or other transfer
in connection with any distribution of the Shares in any manner that would
violate the Securities Act, the Investment Company Act or any other applicable
securities laws;

 

9.9.  it acknowledges that the Company reserves the right to make inquiries
of any holder of the Shares or interests therein at any time as to such
person's status under the U.S. federal securities laws and to require any such
person that has not satisfied the Company that the holding of Shares by such
person will not violate or require registration under the U.S. securities laws
to transfer such Shares or interests in accordance with the articles of
association of the Company;

 

9.10.  it is entitled to acquire the 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 Shares and that it has not taken any action, or omitted to
take any action, which may result in the Company, Winterflood, the Manager or
their respective directors, officers, agents, employees and advisers being in
breach of the laws of any jurisdiction in connection with its acceptance of
participation in the Placing;

 

9.11. it has received, carefully read and understands this Announcement
(including this Appendix 1), and has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted this Announcement (including
this Appendix 1) or any other presentation or offering materials concerning
the Shares to or within the United States or to any U.S. Persons, nor will it
do any of the foregoing;

 

9.12. if it is acquiring any Shares as a fiduciary or agent for one or more
accounts, it has sole investment discretion with respect to each such account
and full power and authority to make such foregoing representations,
warranties, acknowledgements and agreements on behalf of each such account;
and

 

9.13. the Company, Winterflood, the Manager and their respective directors,
officers, agents, employees, advisers and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgments and
agreements. If any of the representations, warranties, acknowledgments or
agreements made by the investor are no longer accurate or have not been
complied with, the investor must immediately notify the Company and
Winterflood.

 

10.  SUPPLY OF INFORMATION

 

If Winterflood, the Registrar or the Company or any of their agents request
any information about a Placee's agreement to subscribe for Shares under the
Placing, such Placee must promptly disclose it to them.

 

11.  DATA PROTECTION

11.1     Each Placee acknowledges that it has been informed that, pursuant
to the General Data Protection Regulation 2016/679 (the ''DP Legislation'')
the Company and/or the Company's registrar will, following allotment, hold
personal data (as defined in the DP Legislation) relating to past and present
shareholders of the Company. Personal data will be retained on record for a
period exceeding seven years after it is no longer used (subject to any
limitations on retention periods set out in applicable law). The Company's
registrar will process such personal data at all times in compliance with DP
Legislation and shall only process for the purposes set out in the Company's
privacy notice (the ''Purposes'') which is available for consultation on the
Company's website at https://ig.cvc.com/privacy-policy/ (the ''Privacy
Notice'') which include to:

 

11.1.1             process its personal data to the extent and in such
manner as is necessary for the performance of its obligations under its
respective service contracts, including as required by or in connection with
the Placee's holding of Shares, including processing personal data in
connection with credit and anti-money laundering checks on it;

 

11.1.2                    communicate with it as necessary
in connection with its affairs and generally in connection with its holding of
Shares;

 

11.1.3                    comply with the legal and
regulatory obligations of the Company and/or the Company's registrar; and

 

11.1.4                   process its personal data for the
Company's registrar's internal administration.

 

11.2        Where necessary to fulfil the Purposes, the Company will
disclose personal data to:

 

11.2.1                  third parties located either within, or
outside of the European Economic Area, if necessary for the
 Company's registrar to perform its functions, or when it is within its
legitimate interests, and in particular   in connection with the holding of
Shares; or

 

11.2.2                      its affiliates, the Company's registrar
or the Manager and their respective associates, some of which may      be
located outside the European Economic Area.

 

11.3        Any sharing of personal data between parties will be carried
out in compliance with the DP

Legislation and as set out in the Company's Privacy Notice.

 

11.4        By becoming registered as a holder of Shares a person
becomes a data subject (as defined under DP Legislation). In providing the
Company's registrar with information, the Placee hereby represents and
warrants to the Company and the Company's registrar that: (i) it complies in
all material aspects with its data controller obligations under DP
Legislation, and in particular, it has notified any data subject of the
Purposes for which personal data will be used and by which parties it will be
used and it has provided a copy of the Company's Privacy Notice; and (ii)
where consent is legally competent and/or required under DP Legislation the
Placee has obtained the consent of any data subject to the Company and the
Company's 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).

 

11.5        Each Placee acknowledges that by submitting personal data to
the Company's registrar (acting for and on behalf of the Company) where the
Placee is a natural person he or she has read and understood the terms of the
Company's Privacy Notice.

 

11.6        Each Placee acknowledges that by submitting personal data
to the Company's registrar (acting for and on behalf of the Company) where the
Placee is not a natural person it represents and warrants that:

 

11.6.1                  it has brought the Company's Privacy Notice
to the attention of any underlying data subjects on whose     behalf or
account the Placee may act or whose personal data will be disclosed to the
Company as a result   of the Placee agreeing to subscribe for Shares; and

 

11.6.2                    the Placee has complied in all
other respects with all applicable data protection legislation in respect of
     disclosure and provision of personal data to the Company.

 

11.7        Where the Placee acts for or on account of an underlying
data subject or otherwise discloses the personal data of an underlying data
subject, he/she/it shall, in respect of the personal data it processes in
relation to or arising in relation to the Placing:

 

11.7.1                    comply with all applicable data
protection legislation;

 

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

 

11.7.3                    if required, agree with the
Company and the Company's registrar, the responsibilities of each such entity
as regards relevant data subjects' rights and notice requirements; and

 

11.7.4                   it shall immediately on demand, fully
indemnify each of the Company and the Company's registrar and keep them fully
and effectively indemnified against all costs, demands, claims, expenses
(including legal costs and disbursements on a full indemnity basis), losses
(including indirect losses and loss of profits, business and reputation),
actions, proceedings and liabilities of whatsoever nature arising from or
incurred by the Company and/or the Company's registrar in connection with any
failure by the Placee to comply with the provisions set out above.

 

12.  MISCELLANEOUS

 

12.0.  The rights and remedies of the Company, Winterflood and the 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.

 

12.1.  Each Placee agrees to be bound by the articles of association of the
Company once the Shares, which the Placee has agreed to subscribe for pursuant
to the Placing, have been acquired by the Placee. The contract to subscribe
for Shares under the Placing and the appointments and authorities mentioned in
this document and all disputes and claims arising out of or in connection with
its subject matter or formation (including non-contractual disputes or claims)
will be governed by, and construed in accordance with, the laws of England and
Wales. For the exclusive benefit of Winterflood and the Company, 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 the Placee in any other
jurisdiction.

 

12.2. In the case of a joint agreement to subscribe for 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.

 

12.3. Winterflood 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.

 

12.4. Winterflood is entitled, at is discretion and out of its own resources,
at any time to rebate to some or all investors, or to other parties, part or
all of its fees relating to the Placing.

 

12.5. ln accordance with the UK version of 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 and its
implementing and delegated acts which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and
Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019
(the "UK PRIIPs Regulation"), the Manager has prepared a key information
document (the "KID") in respect of the Shares. The KID is made available by
the Company to "retail investors" prior to them making an investment decision
in respect of the Shares at
https://ig.cvc.com/investor-information/key-information-documents/. If you are
distributing Shares, you should ensure that the KID is provided to any clients
that are "retail clients".

 

12.6. The Company is the only manufacturer of the Shares for the purposes of
the UK PRIIPs Regulation and Winterflood is not the manufacturer for these
purposes. Winterflood does not make any representation, express or implied, or
accept any responsibility whatsoever for the contents of the KID in respect of
the Shares nor accepts any responsibility to update the contents of the KID in
accordance with the UK PRIIPs Regulation, to undertake any review processes in
relation thereto or to provide the KID to future distributors of Shares. Each
of Winterflood and its 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 KID in respect of the Shares. Investors should note that
information on the risks, costs and potential returns provided in the KID has
been produced in accordance with calculation methodologies set out in the UK
PRIIPs Regulation. The figures in the KID may not reflect actual returns for
the Company and anticipated performance returns cannot be guaranteed.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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