17 May 2018
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW.
MARBLE POINT LOAN FINANCING LIMITED (the "Company" or "MPLF")
PUBLICATION OF SUPPLEMENTARY PROSPECTUS
The Company has today published a supplementary prospectus approved by the UK Listing Authority (the "Supplementary Prospectus"). The publication of the Supplementary Prospectus is a regulatory requirement under the Prospectus Rules following the publication of the Company's audited financial statements for the year ended 31 December 2017.
The Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 22 January 2018 in relation to its Placing Programmes of up to 150 million Ordinary Shares and/or C Shares.
The Supplementary Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection on http://www.morningstar.co.uk/uk/NSM. In addition, the Supplementary Prospectus will shortly be available to view on the website of the Company, http://mplflimited.com/investor-relations, and copies of the Supplementary Prospectus will be made available at the Company's registered offices at 1st and 2nd Floors, Elizabeth House, Les Ruettes Brayes, St Peter Port, GY1 1EW, Guernsey.
Marble Point Loan Financing Limited
+44 (0) 20 7259 1500
Stifel Nicolaus Europe Limited
Gaudi Le Roux
+44 (0) 20 7710 7600
ABOUT MARBLE POINT LOAN FINANCING LIMITED
MPLF is a closed-ended investment company with its ordinary shares admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange. MPLF is invested in a diversified portfolio of US dollar denominated, broadly syndicated floating rate senior secured corporate loans via Collateralised Loan Obligations and related vehicles managed by Marble Point Credit Management LLC and its affiliates.
Specialist Fund Segment securities are not admitted to the Official List of the Financial Conduct Authority. Therefore, the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the Financial Conduct Authority's Listing Rules (save to the extent voluntarily adopted by the Company). The London Stock Exchange has not examined or approved the contents of this announcement. Investors in the Company are expected to be institutional, professional, high net worth, professionally advised and knowledgeable investors who understand the risks involved in investing in the Company and/or who have received advice from their fund manager or broker regarding investment in the Company, including the potential risks of investing in companies whose shares are admitted to trading on the Specialist Fund Segment.
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. This announcement does not constitute a recommendation regarding any securities.
Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed directly or indirectly to US Persons (as defined below) or in the United States, Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute an offer of securities to the public in the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction. Persons into whose possession this announcement comes should observe all relevant restrictions.
The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors will not be entitled to the benefits of the Investment Company Act. The Shares have not been and will not be registered under the United States 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, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There will be no public offer of the Shares in the United States.
Neither the United States Securities and Exchange Commission 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 this announcement.
Prospective investors should take note that, other than with respect to existing investors, and other than with the express prior written consent of the Company, any securities may not be acquired or held by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.
Stifel, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no one else in connection with the Issue and Initial Admission. Stifel will not regard any other person (whether or not a recipient of the Prospectus together with the Supplementary Prospectus) as its client in relation to Initial Admission or the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Initial Admission or the Issue.
Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel by FSMA or the regulatory regime established thereunder, Stifel does not make any representation express or implied in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement or the Prospectus together with the Supplementary Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, Initial Admission or the Issue. Stifel (and its Affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability (save for any statutory liability) whether arising in tort, contract or otherwise which it might have in respect of the contents of this announcement or the Prospectus together with the Supplementary Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, Initial Admission or the Issue.
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