TIDMCIFU
RNS Number : 4862T
Carador Income Fund PLC
12 October 2017
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM OR IRELAND),
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY
OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE
UNLAWFUL.
This announcement is not an offer of securities for sale or
subscription in the United States of America, Canada, Japan, South
Africa or any other jurisdiction. This announcement is an
advertisement and not a prospectus. Investors should not purchase
or subscribe for, or elect to convert securities into, any
transferable securities referred to in this announcement except on
the basis of information contained in the prospectus dated 11
October 2017 published by Carador Income Fund plc in connection
with the proposed Repurchase Opportunity and Placement Programme
(the "Prospectus"). Copies of the Prospectus will be available,
inter alia, from the Company's registered office at 78 Sir John
Rogerson's Quay, Dublin 2, Ireland.
Carador Income Fund plc
Publication of a Prospectus
12 October 2017
Further to the passing of the Shareholder resolutions at the AGM
held on 31 July 2017, the Company announces the publication of a
Prospectus. The Prospectus contains details of an offer to each
holder of U.S. Dollar Shares in the Company to convert some or all
of their U.S. Dollar Shares into Repurchase Pool Shares (the
"Repurchase Opportunity") and of a 12 month Placement Programme of
U.S. Dollar Shares and/or C Shares.
Repurchase Opportunity
The Directors are offering to Eligible Shareholders the
opportunity to convert some or all of their U.S. Dollar Shares into
Repurchase Pool Shares which will participate only in the
Repurchase Pool. The Repurchase Pool will be created by allocating
to such pool a pro rata amount of the assets and liabilities of the
Company attributable to the U.S. Dollar Shares being converted as
at the Conversion Date. U.S. Dollar Shares will be converted into
Repurchase Pool Shares following publication of the NAV for the
Conversion Date.
The Repurchase Pool Shares will be converted on a one-for-one
basis with the existing U.S. Dollar Shares. A transaction charge to
cover fees, expenses and other costs incurred in connection with
the Repurchase Opportunity will be deducted from the Repurchase
Pool and will be reflected in the NAV per Repurchase Pool Share
upon or following the conversion. Such transaction charge may
include, without limitation, the fees, expenses and costs
associated with the admission to trading of the Repurchase Pool
Shares. The costs and expenses incurred by the Company in
connection with the Repurchase Opportunity, which will be borne
solely by Exiting Shareholders, are estimated to amount to
approximately U.S.$0.6 million. If the Repurchase Opportunity does
not proceed, the costs associated with offering the Repurchase
Opportunity will be borne by the Company as a whole.
The Repurchase Pool Class Election includes four options for
Eligible Shareholders who wish to elect to participate in the
Repurchase Opportunity, namely:
1) allowing Eligible Shareholders to convert some or all of
their U.S. Dollar Shares into Repurchase Pool Shares under any
circumstance (including where the Repurchase Pool Shares are
neither admitted to trading on the Specialist Fund Segment of the
London Stock Exchange's Main Market nor to listing on the premium
listing segment of the Official List nor to trading on the Premium
Segment of the London Stock Exchange's Main Market);
2) allowing Eligible Shareholders to convert some or all of
their U.S. Dollar Shares into Repurchase Pool Shares, conditional
only on the Repurchase Pool Shares being admitted to trading on the
Specialist Fund Segment of the London Stock Exchange's Main Market
or to listing on the premium listing segment of the Official List
and to trading on the Premium Segment of the London Stock
Exchange's Main Market;
3) allowing Eligible Shareholders to convert some or all of
their U.S. Dollar Shares into Repurchase Pool Shares under any
circumstance whilst also specifying that they do not wish,
following implementation of the Repurchase Opportunity, to hold
U.S. Dollar Shares exceeding a specified percentage of the total
number of U.S. Dollar Shares in issue in the Company (the "Maximum
Percentage Holding"); or
4) allowing Eligible Shareholders to convert some or all of
their U.S. Dollar Shares into Repurchase Pool Shares, conditional
only on the Repurchase Pool Shares being admitted to trading on the
Specialist Fund Segment of the London Stock Exchange's Main Market
or to listing on the premium listing segment of the Official List
and to trading on the Premium Segment of the London Stock
Exchange's Main Market, whilst also specifying a Maximum Percentage
Holding.
Where a Maximum Percentage Holding is specified, the total
number of U.S. Dollar Shares to be converted into Repurchase Pool
Shares for such a Shareholder will be adjusted by the Company to
ensure that the specified Maximum Percentage Holding following
implementation of the Repurchase Opportunity is not exceeded.
In the event that Repurchase Pool Class Elections are validly
submitted with respect to such number of U.S. Dollar Shares and the
anticipated costs of implementing the Repurchase Opportunity
attributable to such U.S. Dollar Shares would exceed 5 per cent. of
the NAV of such Shares upon conversion into the Repurchase Pool
Shares, the Directors may determine, at their discretion, that the
Repurchase Opportunity will not be implemented and all Shareholders
that submitted Repurchase Pool Class Elections will continue to
hold U.S. Dollar Shares.
In the event that Repurchase Pool Class Elections are validly
submitted with respect to 75 per cent. or more of all Shares in the
Company in issue at the relevant date, the Directors may elect, at
their discretion and in accordance with the Articles, instead of
implementing the Repurchase Opportunity, to convene an
extraordinary general meeting of the Company at which a resolution
shall be proposed to wind up the Company.
Subject to receipt of all relevant regulatory clearances, it is
intended that the Repurchase Pool Shares will be admitted to
trading on the Specialist Fund Segment of the London Stock
Exchange's Main Market or, subject to meeting Listing Rules
requirements, including as to shares in public hands, to listing on
the premium listing segment of the Official List and to trading on
the Premium Segment of the London Stock Exchange's Main Market.
Repurchase Pool Shares will be transferable, and will carry voting
rights, in accordance with the Articles. However, at all times when
a Class is listed on the Official List, any shares of such Class
not listed on the Official List shall not be permitted to vote on
any matter that the Listing Rules of the UK Listing Authority
reserve to be voted on only by holders of shares listed on the
Official List.
Liquidation of the Repurchase Pool and Return of Capital
Cash payments will be made on a pro rata basis to Exiting
Shareholders, at the discretion of the Directors, as assets in the
Repurchase Pool are realised. All payments will be made in U.S.
Dollars.
Capital will be returned to Exiting Shareholders by the Company
compulsorily repurchasing a pro rata number of Repurchase Pool
Shares as cash becomes available to distribute as proceeds of the
realisation of the assets. The repurchase price per Repurchase Pool
Share will be the NAV per Share of such Repurchase Pool Shares as
of the most recent NAV Calculation Date. The NAV per Repurchase
Pool Share will be equal to the NAV attributable to the Repurchase
Pool divided by the number of Repurchase Pool Shares in issue as at
the relevant date. Once repurchased, the Repurchase Pool Shares
will be cancelled.
Repurchase proceeds shall be paid by way of despatch of cheques
or by means of CREST (by the Registrar procuring the creation of a
CREST payment in favour of the Shareholder's payment bank in
accordance with the CREST payment arrangements) within 30 Business
Days of the relevant NAV Calculation Date.
The Company will make an announcement to Shareholders at the
time any cash payment is to be made following the realisation of
any other assets comprised in the Repurchase Pool, which will state
the amount per Repurchase Pool Share to be distributed, what
proportion of the Repurchase Pool has been distributed to Exiting
Shareholders and, to the extent known to the Company, when Exiting
Shareholders can expect to receive any outstanding amounts from the
realised assets.
Based on advice received from the Investment Manager, the
Directors currently expect that in normal circumstances it should
be possible to realise the assets comprising the Repurchase Pool
within six to twelve months of the Conversion Date. However, this
may take significantly longer in the case of certain assets or in
less favourable market conditions. Accordingly, investors should be
prepared for a scenario in which a proportion of the assets
attributable to the Repurchase Pool may not be capable of
realisation for an indefinite period that may be significantly
longer than twelve months. Any change to the anticipated timing for
realisation will be notified by the Company through a Regulatory
Information Service.
Shareholders should read the Prospectus in full prior to making
a decision as to whether or not to elect to receive Repurchase Pool
Shares.
Placement Programme
The Prospectus also set out details of a 12-month placement
programme under which New Shares may be issued, as either U.S.
Dollar Shares or C Shares, with aggregate gross placing proceeds of
up to U.S.$300 million.
Whilst there is no immediate intention to issue New Shares,
Shareholders' approval for the issue of New Shares was sought at
the AGM in order to enable the Directors to respond promptly to
investor demand and conduct future fund raises in a cost efficient
manner without needing to convene an additional extraordinary
general meeting.
In conjunction with the disapplication of pre-emption rights and
the Repurchase Opportunity, the Prospectus is being published in
order that New Shares can be issued when investor demand arises
which cannot be satisfied through the secondary market.
The Company will publish announcements in due course setting out
the timetable for each Placing, together with the Issue Price for
such Placing.
Expected Repurchase Opportunity Timetable
Latest time and date 5.00 p.m. on 26 October2017
for receipt of Repurchase
Pool Class Elections
Conversion Date 31 October 2017
Conversion of U.S. Dollar 8.00 a.m. on 22 November
Shares in respect of 2017
which valid Repurchase
Pool Class Elections
have been received into
Repurchase Pool Shares
Admission of the Repurchase 8.00 a.m. on 22 November
Pool Shares 2017
Crediting of CREST stock 22 November 2017
accounts in respect of
the Repurchase Pool Shares
Share certificates despatched No later than week commencing
in respect of the Repurchase 27 November 2017(or as
Pool Shares soon as practicable thereafter)
The Prospectus is available from the Company's website:
http://www.carador.co.uk.
A copy of the Prospectus has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM.
Capitalised terms not otherwise defined in this announcement
shall have the meaning given to them in the Prospectus.
Jessica Mayer Tel: +44 20 7758 9028
GSO / Blackstone
Investor Relations and
Client Service
Ciara Timon Tel: +353 1 7766 483
State Street Fund Services
(Ireland) Limited
Company Secretary
Katie Standley Tel: +44 20 7832 0900
Fidante Capital
James Maxwell/Richard Lindley/Liz Tel: +44 20 7496 3000
Yong
N+1 Singer Advisory LLP
IMPORTANT INFORMATION
This document has been issued by the Company and should not be
taken as an inducement to engage in any investment activity and is
for the purpose of providing information about the Company. This
document does not constitute or form part of, and should not be
construed as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any share in the
Company or securities in any other entity, in any jurisdiction,
including the United States, any member state of the European
Economic Area (other than the United Kingdom or Ireland), Canada,
Japan or South Africa 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, any contract or investment decision whatsoever, in
any jurisdiction.
This document, and the information contained therein, is not for
viewing, release, distribution or publication in or into the United
States, any member state of the European Economic Area (other than
the United Kingdom or Ireland), Canada, Japan, South Africa or any
other jurisdiction where applicable laws prohibit its release,
distribution or publication, and will not be made available to any
national, resident or citizen of the United States, any member
state of the European Economic Area (other than the United Kingdom
or Ireland), Canada, Japan or South Africa.
The distribution of this document in other jurisdictions may be
restricted by law and persons into whose possession this document
comes must inform themselves about, and observe, any such
restrictions. Any failure to comply with the restrictions may
constitute a violation of the federal securities law of the United
States and the laws of other jurisdictions.
The shares issued and to be issued by the Company (the "Shares")
have not been and will not be registered under the US 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. The Shares may not be offered, sold, resold,
pledged, delivered, distributed or otherwise transferred, directly
or indirectly, into or within the United States, or to, or for the
account or benefit of, US persons (as defined in Regulation S under
the Securities Act). No public offering of the Shares is being made
in the United States.
The Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended (the "Investment Company
Act") and, as such, holders of the Shares will not be entitled to
the benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the Shares may be
made except under circumstances that will not result in the Company
being required to register as an investment company under the
Investment Company Act. Neither the U.S. Securities and Exchange
Commission (the "SEC") nor any state securities commission has
approved or disapproved of the Shares or passed upon or endorsed
the merits of the offering of the Shares or the adequacy or
accuracy of the Prospectus. Any representation to the contrary is a
criminal offence in the United States. In addition, the Shares are
subject to restrictions on transferability and resale in certain
jurisdictions and may not be transferred or resold except as
permitted under applicable securities laws and regulations.
Investors may be required to bear the financial risks of their
investment in the Shares for an indefinite period of time. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdictions.
No liability whatsoever (whether in negligence or otherwise)
arising directly or indirectly from the use of this document is
accepted and no representation, warranty or undertaking, express or
implied, is or will be made by the Company, or any of their
respective directors, officers, employees, advisers,
representatives or other agents ("Agents") for any information or
any of the opinions contained herein or for any errors, omissions
or misstatements. None of the Agents makes or has been authorised
to make any representation or warranties (express or implied) in
relation to the Company or as to the truth, accuracy or
completeness of this document, or any other written or oral
statement provided. In particular, no representation or warranty is
given as to the achievement or reasonableness of, and no reliance
should be placed on any projections, targets, estimates or
forecasts contained in this document and nothing in this document
is or should be relied on as a promise or representation as to the
future.
Unless otherwise indicated, the information provided herein is
based on matters as they exist as of the date of preparation and
not as of any future date. Recipients of this document are
encouraged to contact the Company's representatives to discuss the
procedures and methodologies used to make the projections and other
information provided herein. All investments are subject to risk,
including the loss of the principal amount invested. Past
performance is no guarantee of future returns. All investments to
be held by the Company involve a substantial degree of risk,
including the risk of total loss.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. You should always seek expert legal,
financial, tax and other professional advice before making any
investment decision.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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