COMPANY ANNOUNCEMENT
FOR IMMEDIATE RELEASE
30 December 2022
CITY LIVING PCC LIMITED
(the “Company”)
Company Number: 43271
NOTICE OF CHANGES IN RESPECT OF THE POLAND GEARED GROWTH CELL OF CITY LIVING PCC LIMITED
(THE SCHEME)
COMPLETION OF OFFER
CHANGE IN STATUS OF SCHEME, TERMS OF ISSUE AND SCHEME DOCUMENTATION
ISSUANCE AND ADMISSION TO OFFICIAL LIST OF PREFERENCE SHARES
NEW SUBSTANTIAL SHAREHOLDER
Defined terms in this notice have the meanings given to them in the Circular in respect of the scheme dated 4 November 2022.
With reference to the Offer referred to in the announcements made on 22 July 2022, 19 August 2022, 21 September 2022, 4 November 2022 and 23 December 2022 the Directors of the Company hereby announce that the conditions of the Offer have been satisfied and accordingly:
- the Scheme has become an authorised closed-ended collective investment scheme authorised by the Guernsey Financial Services Commission pursuant to the Authorised Closed-ended Investment Schemes Rules and Guidance, 2021;
- the New Articles and Updated Information Memorandum have come into force and effect in substitution for the previous articles of incorporation and information memorandum (respectively);
- the rights, privileges and restrictions attaching to the Redeemable Ordinary Shares in issue have been varied to reflect the rights, privileges and restrictions attaching to Redeemable Ordinary Shares as set out in the New Articles;
- as the appointment of a Guernsey custodian is no longer required (given the change to an authorised closed-ended scheme) Butterfield Bank (Guernsey) Limited (the Custodian (Guernsey)) will cease to provide custody services and will be removed as custodian;
- the sale of those Redeemable Ordinary Shares in the Scheme which were elected to be sold pursuant to the terms of the offer has completed. Persons who so elected to sell their Redeemable Ordinary Shares will receive their sale proceeds (being 10.6344 pence (GBP) per share) as soon as practicable by electronic bank transfer to the bank account held on record by the Company's administrator;
- the relevant number of Redeemable Preference Shares have been issued to each person who subscribed (and whose subscriptions were accepted) for such shares under the terms of the Preference Shares Offer and those securities, as follows, have been admitted to the Official List of The International Stock Exchange with effect from 8:00AM on 30 December 2022:
City Living PCC Ltd - Poland Geared Growth Cell redeemable preference GBP0.0001 shares
The application was sponsored by Mourant Securities Limited.
- as of the time of completion the Scheme became aware that the Offeror, LTO Fund III L.P. (regulated as an “Expert Fund” under the Collective Investment Funds (Jersey) Law 1988), has become a substantial shareholder of the Scheme and as of the date of this notice directly holds and controls 56.40% of the Redeemable Ordinary Shares in issue and 95.23% of the Redeemable Preference Shares in issue; and
- as at the time of completion Dr Katrina Tarizzo acquired 16,532.71 Redeemable Preference Shares in the Scheme.
Enquiries:
JTC Fund Solutions (Guernsey) Limited
Investor Services Team
Phone: +44 (0) 1481 702400
END OF ANNOUNCEMENT