TIDMLBOW
RNS Number : 7742I
ICG-Longbow Snr Sec UK Prop DebtInv
16 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES,
AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
16 December 2020
ICG-Longbow Senior Secured UK Property Debt Investments
Limited
Publication of Circular and Notice of Extraordinary General
Meeting
The Board of ICG-Longbow Senior Secured UK Property Debt
Investments Limited (the "Company") is pleased to announce the
details of the proposed orderly realisation of the Company and
associated adoption of the New Investment Objective and Investment
Policy (together, the "Proposal"). The Proposal is subject to
Shareholder approval as required by the Law and the Listing
Rules.
A circular in connection with the Proposal (the "Circular") is
expected to be posted to Shareholders later today containing,
amongst other things, a letter from the Chairman of the Company, an
expected timetable of principal events, a notice of the
Extraordinary General Meeting and details of the action to be taken
by Shareholders, together with the Form of Proxy for the
Extraordinary General Meeting.
The Circular will shortly be available on the Company's website
at www.lbow.co.uk. The contents of such website are not
incorporated into, and do not form part of, this announcement (the
"Announcement"). A copy of the Circular will also be submitted to
the National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Capitalised terms used in this Announcement, unless otherwise
defined, have the same meanings as set out in the Circular.
Background to the Proposal
As announced by the Company on 3 November 2020, the Board has
decided to recommend the orderly realisation and return of capital
to Shareholders following a review of the Company's strategy and in
line with the recommendation of its Investment Adviser. [i]
The underlying performance of the Company's portfolio has proved
resilient and defensive through the Covid-19 pandemic, with no
impairments, which enabled the Company to deliver a fully covered
dividend to Shareholders in September 2020. The Board's focus is,
however, on continuing to maximise shareholder value and it
therefore believes that given the current economic backdrop and
re--rating of the sector, an orderly realisation is the most
prudent option.
In reaching this decision, the Board took account of a number of
factors including the prevailing discount to Net Asset Value of the
Ordinary Shares, the market capitalisation of the Company and the
lack of liquidity of the Ordinary Shares, the consequent difficulty
in growing the Company's issued share base to permit greater
diversification and liquidity for Shareholders, feedback received
from Shareholders and the expected maturity profile of the Group's
portfolio.
The Board has not made this decision because of a lack of
potential reinvestment opportunities or because of any performance
issues with any of the existing loans, all of which are expected to
be repaid in full, along with all contractual interest and exit
fees. However, the Board believes that an orderly realisation of
the Group's assets will return better value to Shareholders than
any other option, including proposing to put the Company into
formal winding up.
In order to do this, the Company is seeking Shareholder approval
to replace the Current Investment Objective and Investment Policy
with the New Investment Objective and Investment Policy. If
approved by Shareholders at the Extraordinary General Meeting, the
new strategy would be implemented in such a manner as will
endeavour to realise all the Group's investments in a manner that
achieves a balance between maximising the net value received from
those investments and making timely returns to Shareholders. The
orderly realisation strategy would not result in the liquidation of
the Company in the immediate future or require the Group to dispose
of assets within a defined or accelerated timeframe.
The Board will continue to have an important role in
representing Shareholders' interests and ensuring the best value is
obtained during the realisation of the portfolio of assets. The
number of Board members will reduce as the workload diminishes over
time, while still retaining the mix of skills required to discharge
their duties and statutory responsibilities.
Should the adoption of the New Investment Objective and
Investment Policy be approved by Shareholders, the Board will seek
to continue the payments of dividends out of earnings for as long
as it is prudent and economic to do so. However, it is likely that
at some point prior to the Company being placed into liquidation
these will cease as the asset value and diversification of the
Company's portfolio shrinks.
Summary of the Proposal
Adoption of the New Investment Objective and Investment
Policy
The Board is proposing to adopt the New Investment Objective and
Investment Policy to facilitate an orderly realisation strategy and
to cease making any new investments except in very limited
circumstances as detailed in the Circular.
The adoption of the New Investment Objective and Investment
Policy is a material change for the purposes of the Listing Rules,
which accordingly requires both the consent of the Financial
Conduct Authority and Shareholders. The Company has received
written approval from the Financial Conduct Authority to adopt the
New Investment Objective and Investment Policy and, accordingly, is
now seeking Shareholder approval to adopt the New Investment
Objective and Investment Policy at the Extraordinary General
Meeting in accordance with the Listing Rules.
The Board will endeavour to realise all the Group's investments
in a manner that achieves a balance between maximising the net
value received from those investments and making timely returns to
Shareholders. The Group's investments continue to perform
satisfactorily and in the view of the Directors, being prescriptive
as regards the timeframe for realising the Group's investments
could prove detrimental to the value achieved on realisation.
Therefore, it is the Board's view that the strategy for the
realisation of the Group's investments will need to be flexible and
may need to be altered to reflect changes in the circumstances of a
particular investment or in the prevailing market conditions. In so
doing, the Board will take account of the continued costs of
operating the Group. The Company's listing and the capacity to
trade in its Ordinary Shares will be maintained for as long as the
Directors believe it to be practicable and cost-effective during
the orderly realisation, subject to being able to meet the
requirements of the Listing Rules. Accordingly, once a significant
proportion of the Company's assets have been realised and
distributed to Shareholders, the Board will then consider, in light
of the then prevailing market conditions and Shareholders' views,
whether it would be appropriate to propose a resolution for
delisting the Ordinary Shares, which would require additional
Shareholder approval at that time.
Irrespective of whether or not the Board seeks to delist the
Ordinary Shares, once all, or substantially all, of the Group's
investments have been realised, the Company will, at an appropriate
time, seek Shareholders' approval for it to be placed into
voluntary winding up.
Mechanics for returning cash to Shareholders
The Board has carefully considered the potential mechanics for
returning capital to Shareholders as part of the orderly
realisation and return of capital to Shareholders. The Articles
already include a B Share Mechanism for returning capital to
Shareholders and the Board currently believes it is in the best
interests of Shareholders as a whole to utilise the B Share
Mechanism to return capital to Shareholders at the appropriate
time, as set out in further detail in the Circular.
The Board considers that administering the B Share Mechanism
would be relatively simple and therefore cost-effective. However,
the Company reserves the right to use an alternative mechanism to
return capital to Shareholders from time to time if the Board
believes any such alternative mechanism to be in the best interests
of Shareholders.
Benefits of the Proposal
The Directors believe, having taken into account the views of a
range of Shareholders, the Investment Adviser and the AIFM(i) ,
that the Proposal is in the best interests of the Company and its
Shareholders as a whole, and should yield the following principal
benefits:
-- implementing an orderly realisation of investments is
expected to achieve a balance between maximising the net value
received from those investments and making timely returns to
Shareholders;
-- the Company will be able to return cash to Shareholders in a
cost-effective and timely manner through the proposed B Share
Mechanism (or by way of such other mechanisms which the Directors
consider, in their discretion, are in the best interests of
Shareholders from time to time); and
-- it is intended that the Company's admission to listing on the
premium segment of the Official List and to trading on the premium
segment of the Main Market would be maintained during the orderly
realisation and the capacity to trade in the Ordinary Shares will
be maintained for as long as the Board believes it to be
practicable, subject to ongoing adherence to the relevant Listing
Rules (including the requirement that sufficient shares be held in
public hands) and all other applicable law and regulation.
The Extraordinary General Meeting
The Extraordinary General Meeting is to be held at Floor 2,
Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 4LY at
10.30 a.m. on Thursday, 14 January 2021.
At the Extraordinary General Meeting, an ordinary resolution
will be proposed to adopt the New Investment Objective and
Investment Policy. The ordinary resolution to adopt the New
Investment Objective and Investment Policy requires a majority of
those Shareholders voting to vote in favour in order to be passed.
The vote on the Resolution contained in the Notice of Extraordinary
General Meeting will be held by poll, which the Board considers to
be the fairest approach in the light of the restrictions in
relation to Covid-19 set out below.
The Guernsey government guidance on reducing social interactions
between people (social distancing) to reduce the transmission of
Covid-19, and specifically the avoidance of large gatherings and
non-essential travel, has been eased. Currently, the Guernsey
government have implemented a mandatory isolation period for people
travelling to the island, which might make in-person attendance at
the Extraordinary General Meeting impracticable for Shareholders,
corporate representatives or proxies who would need to travel to
Guernsey to attend in person. Shareholders should carefully
consider whether or not it is appropriate to attend the
Extraordinary General Meeting if the guidance continues to be the
same or becomes even more restrictive.
The situation in respect of Covid-19 is developing rapidly and
Shareholders should note that further changes may need to be put in
place at short notice in relation to the Extraordinary General
Meeting.
Updates on any changes to the proceedings of the Extraordinary
General Meeting will be published on the Company's website
www.lbow.co.uk and notified by the Company through a Regulatory
Information Service announcement.
Shareholders should carefully read the Circular in its entirety
before making a decision with respect to the Proposal.
Expected Timetable
The current expected timetable of principal events for the
implementation of the Proposal is set out below and in the
Circular. If any of the key dates set out in the expected timetable
change, an announcement will be made through a Regulatory
Information Service. All times shown in this Announcement are
London times, unless otherwise stated.
Publication of Circular 16 December 2020
Latest time and date for receipt 10.30 a.m. on 12 January 2021
of Form of Proxy or CREST Proxy
Instruction
Time and date of the Extraordinary 10.30 a.m. on 14 January 2021
General Meeting
For further information, please contact: Ocorian Administration (Guernsey) Limited:
Rosemary Osborne-Burns +44 (0)14 8174 2742
Cenkos Securities plc:
Will Rogers +44 (0)20 7397 1920
Rob Naylor +44 (0)20 7397 1922
Will Talkington +44 (0)20 7397 1910
Maitland/AMO Limited: icg-maitland@maitland.co.uk
Sam Turvey +44 (0) 7827 836 246
Finlay Donaldson +44 (0) 7341 788 066
ICG Real Estate :
Olivia Montgomery + 44 (0)20 3545 1543
[i] Shareholders should note that, as announced by the Company
on 25 November 2020, the Company terminated the appointment of the
Investment Adviser, Intermediate Capital Managers Limited, pursuant
to the Investment Advisory Agreement and appointed the AIFM, ICG
Alternative Investment Limited, an affiliate of the Investment
Adviser, as its alternative investment fund manager pursuant to the
AIFM Agreement.
Cautionary statements
This Announcement may contain and the Company may make
statements containing "forward-looking statements" with respect to
certain of the Company's plans and its current goals and
expectations relating to its future financial condition,
performance, strategic initiatives, objectives and results.
Forward-looking statements sometimes use words such as "aim",
"anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "seek", "may", "could", "outlook" or other words
of similar meaning. By their nature, all forward-looking statements
involve risk and uncertainty because they relate to future events
and circumstances which are beyond the control of the Company.
As a result, the actual future financial condition, performance
and results of the Company may differ materially from the plans,
goals and expectations set forth in any forward-looking statements.
Any forward-looking statements made in this Announcement by or on
behalf of the Company speak only as of the date they are made. The
information contained in this Announcement is subject to change
without notice and except as required by applicable law or
regulation, the Company expressly disclaims any obligation or
undertaking to publish any updates or revisions to any
forward-looking statements contained in this Announcement to
reflect any changes in the Company's expectations with regard
thereto or any changes in events, conditions or circumstances on
which any such statements are based.
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END
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