Source - RNS
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM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 for receipt of Repurchase Pool Class Elections

 

5.00 p.m. on 26 October2017

Conversion Date

 

31 October 2017

Conversion of U.S. Dollar Shares in respect of which valid Repurchase Pool Class Elections have been received into Repurchase Pool Shares

 

8.00 a.m. on 22 November 2017

Admission of the Repurchase Pool Shares

 

8.00 a.m. on 22 November 2017

Crediting of CREST stock accounts in respect of the Repurchase Pool Shares

 

22 November 2017

Share certificates despatched in respect of the Repurchase Pool Shares  

No later than week commencing 27 November 2017(or as 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

GSO / Blackstone

Investor Relations and Client Service

Tel: +44 20 7758 9028

Ciara Timon

State Street Fund Services (Ireland) Limited

Company Secretary

 

Tel: +353 1 7766 483 

Katie Standley

Fidante Capital

 

Tel: +44 20 7832 0900

James Maxwell/Richard Lindley/Liz Yong

N+1 Singer Advisory LLP

Tel: +44 20 7496 3000

 

 

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
 
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