23 June 2021
https://www.londonstockexchange.com/news-article/market-news/publication-of-prospectus/15029967
The information contained in this announcement is restricted and is not for publication, release
or distribution in the United States of America, any member state of the European Economic Area, Canada,
Australia, Japan or the Republic of South Africa.
LITERACY CAPITAL PLC
("Literacy Capital" or the "Company")
Publication of Prospectus
Further to the announcement published earlier today, regarding its intention to seek admission of its ordinary shares of £0.001 ("Ordinary Shares") to trading on the Specialist Fund Segment of the
Main Market of the London Stock Exchange ("Admission"),
the Company is pleased to announce that it has published the Prospectus.
The Prospectus will be available, subject to certain access restrictions, on the
Company's website (www.literacycapital.com) and at
the National Storage Mechanism via https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
This announcement has been released on behalf of the Company by order of the
Board.
Capitalised terms used in this announcement have the meanings given to them in
the Prospectus published by the Company today.
-ENDS-
For further information, please contact:
Literacy Capital Asset Management LLP - Investment Manager
to the Company:
Richard Pindar, Tom Vernon
+44 (0) 20 3960 0280
N+1 Singer - Financial Adviser and Sole Bookrunner:
Robert Peel, Amanda Gray (Investment Banking)
Sam Greatrex, Alan Geeves, James Waterlow, Paul Glover (Sales)
+44 (0) 20 7496 3000
Quill PR - Public relations adviser to the Company:
Sarah Gibbons-Cook
+44 (0)20 7466 5060
LEI: 2549006P3DFN5HLFGR54
IMPORTANT INFORMATION
This announcement which has been prepared by, and is the sole responsibility of, the Directors of
the Company, has been approved for the purposes of section 21 of the Financial Services and Markets Act 2000
("FSMA") by the Investment Manager, which is authorised and regulated by the Financial Conduct Authority
("FCA").
This announcement is an advertisement and does not constitute a prospectus relating to the Company
and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of
any offer to subscribe for, any shares in Company in any jurisdiction nor shall it, or any part of it, or
the fact of its distribution, form the basis of, or be relied on in connection with or act as any inducement
to enter into, any contract therefor. Approval of the Prospectus by the FCA should not be understood as an
endorsement of the securities that are the subject of the Prospectus. Potential investors should read the
Prospectus and in particular the risk factors set out therein before making an investment decision in order
to fully understand the potential risks and reqards associated with the decision to invest in the Company's
securities. Copies of the Prospectus, subject to certain access restrictions, will be available shortly for
viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website (www.literacycapital.com). Neither the content of the Company's website, nor
the content on any website accessible from hyperlinks on its website for any other website, is incorporated
into, or forms part of, this announcement nor, unless previously published by means of a recognised
information service, should any such content be relied upon in reaching a decision as to whether or not to
acquire, continue to hold, or dispose of, securities in the Company.
This announcement may not be published, distributed or transmitted by any means or media, directly
or indirectly, in whole or in part, in or into the United States. This document does not constitute an offer
to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"US Securities Act") or with any securities regulatory authority of
any state or other jurisdiction of the United States and will 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 (as defined under Regulation S under the US Securities Act). The Company has not
been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be: (i) taken or transmitted into or distributed
in any member state of the European Economic Area, Canada, Australia, Japan or the Republic of South Africa
or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident
thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws or
the laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be
restricted by law and the persons into whose possession this document comes should inform themselves about,
and observe, any such restrictions.
N+1 Singer, which is authorised and regulated by the Financial Conduct Authority in the United
Kingdom, 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 N+1 Singer or
advice to any other person in relation to the matters contained herein. Neither N+1 Singer nor any of its
directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for
this announcement, its contents or otherwise in connection with it or any other information relating to the
Company, whether written, oral or in a visual or electronic format.
This announcement may include "forward-looking statements". All statements other than statements
of historical facts included in this announcement, including, without limitation, those regarding the
Company's financial position, business strategy, plans and objectives of management for future operations
(including development plans and objectives relating to the Company's products and services) are
forward-looking statements. Forward-looking statements are subject to risks and uncertainties and
accordingly the Company's actual future financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the statements. These factors include but are
not limited to those described in the formal Prospectus. These forward-looking statements speak only as at
the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such statements are based unless required to do so by
the Financial Services and Markets Act 2000, the Listing Rules or Prospectus Regulation Rules made under
Part VI of the Financial Services and Markets Act 2000 of the Financial Conduct Authority or other
applicable laws, regulations or rules.
The Company expressly disclaims any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual results or any change in the assumptions,
conditions or circumstances on which any such statements are based unless required to do so by FSMA, the
Listing Rules, the Prospectus Regulation Rules made under Part VI of the FSMA or the Financial Conduct
Authority or other applicable laws, regulations or rules.
UK PRIIPs Regulation
In accordance with the UK version of Regulation (EU) No. 1286/2014 on key information documents
for packaged retail and insurance-based investment products, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "UK PRIIPs
Regulation"), a key information document (the "KID") in
respect of an investment in the Shares has been prepared by the Company and is available to investors at
www.literacycapital.com.
If you are distributing Ordinary Shares, it is your responsibility to ensure that the KID is
provided to any clients that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for the purposes of the UK PRIIPs
Regulation and neither N+1 Singer nor the Investment Manager are manufacturers for these purposes. Neither
N+1 Singer nor the Investment Manager makes any representations, express or implied, or accepts any
responsibility whatsoever for the contents of the KID prepared by the Company nor accepts any responsibility
to update the contents of the KID in accordance with the UK PRIIPs Regulation, to undertake any review
processes in relation thereto or to provide the KID to future distributors of Ordinary Shares. Each of N+1
Singer, the Investment Manager and their respective affiliates accordingly disclaim all and any liability
whether arising in tort or contract or otherwise which it or they might have in respect of the key
information documents prepared by the Company. Investors should note that the procedure for calculating the
risks, costs and potential returns in the KID are prescribed by laws. The figures in the KID may not reflect
actual returns for the Company and anticipated performance returns cannot be guaranteed.