TIDMTORO
RNS Number : 8175C
Chenavari Toro Income Fund Limited
13 February 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
CHENAVARI TORO INCOME FUND LIMITED (the "Company")
13 February 2020
Tender Offer results
Results of Extraordinary General Meeting
Reissuance parameters
Tender Offer results
Further to the Tender Offer launched by the Company on 14
January 2020 for up to 5.0 per cent. of the Shares in issue
(excluding any Shares currently held in treasury), the Company
today announces that 10,646,641 Shares were validly tendered
pursuant to the Tender Offer, representing 3.4 per cent of the
Shares in issue. At the Tender Price of EUR 0.8519, this represents
a Tender Offer of EUR 9,069,873.15.
Qualifying Shareholders who validly tendered a percentage of
their Shares equal to or less than their Tender Offer Entitlement
shall have all tendered Shares purchased in full at the Tender
Price.
Results of Extraordinary General Meeting
At the Extraordinary General Meeting held at 10.00 a.m. on 12
February 2020 at the offices of Estera Administration (Guernsey)
Limited, Floor 2, Trafalgar Court, Les Banques, St Peter Port,
Guernsey GY1 4LY, the Ordinary Resolution as set out in the Notice
of Extraordinary General Meeting dated 14 January 2020 authorising
the Company to make market purchases pursuant to the Tender Offer
and to reissue Treasury Shares was duly passed without
amendment.
The number of votes for and against the Ordinary Resolution and
the number of votes withheld were as follows:
For Against At Discretion Withheld
152,741,811 3,143,200 893,904 8,000
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"Votes withheld" are not votes in law and are not counted in the
calculation of the proportion of votes for or against a
resolution.
Shareholders should refer to the Circular for the full terms of
the Tender Offer.
Reissuance parameters
The Shares purchased by the Company under the Tender Offer will
be held as Treasury Shares in accordance with the Law.
Immediately following the release of this announcement,
investors will have the opportunity, during London Stock Exchange
trading hours on 13 February 2020, to participate in the
Reissuance, pursuant to which Treasury Shares will be made
available to investors for purchase.
In order to ensure that the combined effect of the Tender Offer
and the Reissuance are not dilutive for remaining Shareholders, the
maximum amount of Treasury Shares available for Reissuance will be
as follows:
- 7,200,000 Treasury Shares to be issued at EUR 0.8018 (floor
price equal to 80 per cent. of the 31 December 2019 NAV per Share),
or
- 7,300,000 Treasury Shares to be issued at EUR 0.8050, or
- 7,500,000 Treasury Shares to be issued at EUR 0.8100, or
- 7,700,000 Treasury Shares to be issued at EUR 0.8150, or
- 7,900,000 Treasury Shares to be issued at EUR 0.8200, or
- 8,100,000 Treasury Shares to be issued at EUR 0.8250, or
- 8,300,000 Treasury Shares to be issued at EUR 0.8300
So far as reasonably practicable, the Company will endeavour to
ensure that Treasury Shares will not be sold to Shareholders who
participated in the Tender Offer.
Enquiries:
Chenavari Investment Managers: Guy Goyard - 020 7245 4672,
Kirstie Sumarno - 020 7259 3600
J.P. Morgan Cazenove: William Simmonds - 020 7742 4000
This announcement is not an offer to sell or a solicitation of
any offer to buy the securities of Chenavari Toro Income Fund
Limited (the "Company") in the United States, Australia, Canada,
Japan, The Republic of South Africa or in any other jurisdiction
where such offer or sale would be unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment. In particular, the proposals
referred to herein are tentative and are subject to material
updating, revision and amendment. No reliance may be placed for any
purpose whatsoever on the information or opinions contained in this
announcement or on its completeness, accuracy or fairness.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Each of the Company its affiliates and their respective
officers, employees and agents expressly disclaim any and all
liability which may be based on this announcement and any errors
therein or omissions therefrom.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) 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,
any contract or investment decision whatsoever, in any
jurisdiction.
J.P. Morgan Cazenove is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is
acting as Corporate Broker to the Company and no one else in
connection with the proposals described in this announcement, and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of J.P. Morgan
Cazenove or for affording advice in relation to any transaction or
arrangement referred to in this announcement. This announcement
does not constitute any form of financial opinion or recommendation
on the part of J.P. Morgan Cazenove or any of its affiliates and is
not intended to be an offer, or the solicitation of any offer, to
buy or sell any securities.
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 or visit www.rns.com.
END
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