TIDMCIF
RNS Number : 1545M
Carador Income Fund PLC
11 August 2011
Carador Income Fund PLC
11 August 2011
Carador Income Fund Plc
("Carador" or "the Company")
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of
Carador or other evaluation of any securities of Carador or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such securities.
Neither the issue of this announcement nor any part of its contents
constitutes an offer to sell or invitation to purchase any
securities of Carador or any other entity or any persons holding
securities of Carador.
Publication of Prospectus
Carador announces that a prospectus in respect of a proposed
placing of U.S. Dollar C Shares at U.S $1.00 per share, Euro C
Shares at EUR1.00 per share and Sterling C Shares at GBP1 per share
each of no par value with total gross placing proceeds of up to
US$200 million has been filed with and approved by the Central Bank
of Ireland (the "Central Bank") as required by the Prospectus
(Directive 2003/71/EC) Regulations 2005 ("Prospectus").
A copy of the Prospectus can be viewed at the registered office
of the Company, 78 Sir John Rogerson's Quay, Dublin 2, Ireland and
at the following locations, subject to applicable law:
Arthur Cox
Earlsfort Centre
Earlsfort Terrace
Dublin 2
Ireland
Singer Capital Markets Limited
One Hanover Street
London
W1S 1YZ
UK
Dexion Capital plc
1 Tudor Street
London
EC4Y 0AH
Herbert Smith LLP
Exchange House
Primrose Street
London
EC2A 2HS
UK
A copy of the Prospectus will also be submitted to the National
Storage Mechanism where it will shortly be available for viewing at
www.hemscott.com/nsm.do.
The Board believes that there is further investor demand for
investment in the Company that cannot be satisfied in the secondary
market. Accordingly, the Directors believe that it is in the best
interests of Shareholders and the Company to raise further monies
by way of the Issue.
The Company's investment objective is to produce attractive and
stable returns with low volatility compared to equity markets by
investing in a diversified portfolio of Senior Notes of CLOs
collateralised by senior secured bank loans and equity and
mezzanine tranches of CLOs. The Company seeks to achieve its
investment objective through investment in cashflow CLO
transactions, managed by portfolio managers with proven track
records. It seeks to achieve diversification across asset class,
geography, manager, and maturity profile. Each investment is
collateralised by a diverse pool of fixed income assets. There can
be no guarantee that the Company's investment objective will be
achieved.
The Company has a 15 year life from inception. At the annual
general meeting in 2021, the Directors will be obliged to put to
Shareholders a resolution for the winding-up of the Company. The
Directors may be relieved of this obligation by special resolution
of Shareholders.
A review of the maturity profile of the Company's current CLO
investments and, on a 'look through' basis, the bank loan market,
indicates the potential for a significant amount of principal
receipts in the period between 2016 and 2018. As a result, the
Directors believe that it may be appropriate to allow Shareholders
to consider the continuation of the Company at an earlier date than
the Company's current winding-up date in 2021. Therefore, it is the
Directors' intention, subject to the requirements of the Central
Bank, to propose an ordinary resolution for the continuation of the
Company at the annual general meeting to be held in 2017. If the
continuation vote is not passed, the Directors will propose a
reconstruction or winding-up of the Company, in accordance with
applicable law and regulation and the terms of the Articles of
Association, with an opportunity for Shareholders to receive a cash
exit for all of their Shares at around realisable Net Asset Value
less costs.
Expected Timetable*:
Latest time and date for commitments under 3.00 p.m. on 12 August
the Placing** 2011
Admission of the Shares to the Official 8.00 a.m. on 18 August
List 2011
-----------------------
Dealings in Shares commence 8.00 a.m. on 18 August
2011
-----------------------
Crediting of CREST stock accounts in respect 8.00 a.m. on 18 August
of the Shares 2011
-----------------------
Share certificates despatched Week commencing 22
August 2011
-----------------------
Long stop date for Class C Conversion 18 February 2012
-----------------------
* The dates and times specified above are subject to change
without further notice. References to times are London times unless
otherwise stated.
Terms used and not defined in this announcement will bear the
meaning given in the Prospectus.
Enquiries:
GSO Capital Partners International LLP +44 (0)20 7451 4000
Miguel Ramos-Fuentenebro
Singer Capital Markets Ltd +44 (0)20 3205 7500
Jeff Keating
Alan Geeves
Dexion Capital plc +44 (0)20 7832 0900
Ravi Anand
Alistair Kennedy
Disclaimer
This announcement has been approved for issue in the United
Kingdom for the purposes of section 21 of the UK Financial Services
and Markets Act 2000 by GSO Capital Partners International LLP
("GSOCPI") which is authorised and regulated by the United Kingdom
Financial Services Authority.
This announcement and the information contained herein is not
for release, publication or distribution (directly or indirectly)
in or into the United States, Canada, Australia or Japan or to any
"US person" as defined in Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act") or into
any other jurisdiction where applicable laws prohibit its release,
distribution or publication. It does not constitute an offer of
securities for sale anywhere in the world, including in or into the
United States, Canada, Australia or Japan. No recipient may
distribute, or make available, this announcement (directly or
indirectly) to any other person. Recipients of this announcement in
jurisdictions outside the UK should inform themselves about and
observe any applicable legal requirements in their jurisdictions.
In particular, the distribution of this announcement may in certain
jurisdictions be restricted by law. Accordingly, recipients
represent that they are able to receive this announcement without
contravention of any applicable legal or regulatory restrictions in
the jurisdiction in which they reside or conduct business.
This announcement has been prepared by Carador Income Fund PLC
("Carador") and is the sole responsibility of Carador. No liability
whatsoever (whether in negligence or otherwise) arising directly or
indirectly from the use of this announcement is accepted and no
representation, warranty or undertaking, express or implied, is or
will be made by Carador, GSOCPI, Singer Capital Markets Limited
("Singer"), Dexion Capital plc ("Dexion") 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 GSOCPI, Singer, Dexion nor any of their
respective Agents makes or has been authorised to make any
representation or warranties (express or implied) in relation to
Carador or as to the truth, accuracy or completeness of this
announcement, 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 announcement and nothing in this announcement is or should be
relied on as a promise or representation as to the future.
This announcement is an advertisement and does not constitute a
prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any
decision in respect of Carador or other evaluation of any
securities of Carador or any other entity and should not be
considered as a recommendation that any investor should subscribe
for or purchase any such securities. Neither the issue of this
announcement nor any part of its contents constitutes an offer to
sell or invitation to purchase any securities of Carador or any
other entity or any persons holding securities of Carador and no
information set out in this announcement or referred to in other
written or oral information is intended to form the basis of any
contract of sale, investment decision or any decision to purchase
any securities in it. An investment decision must be made solely on
the basis of the Prospectus. Copies of the Prospectus may be
obtained, subject to applicable law, at no cost from the registered
office of Carador.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of Carador. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities. Recipients of this document are
recommended to seek their own independent legal, tax, financial and
other advice and should rely solely on their own judgement, review
and analysis in evaluation Carador, its business and its
affairs.
Carador will not be registered under the U.S. Investment Company
Act of 1940, as amended (the "Investment Company Act") and
investors will not be entitled to the benefits of that Act. The
securities described in this announcement have not been and will
not be registered under the Securities Act, or the laws of any
state of the United States. Consequently, such securities may not
be offered, sold or otherwise transferred within the United States
or to or for the account or benefit of U.S. persons (as such term
is defined in Regulation S under the Securities Act) except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, applicable
state laws and under circumstances which will not require Carador
to register under the Investment Company Act. No public offering of
the securities is being made in the United States.
This announcement may contain certain forward-looking
statements. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated
events or trends and similar expressions concerning matters that
are not historical facts. In some cases, forward-looking statements
can be identified by terms such as "anticipate", "believe",
"could", "estimate", "expect", "intend", "may", "plan",
"potential", "should", "will", and "would", or the negative of
those terms or other comparable terminology. The forward-looking
statements are based on Carador's beliefs, assumptions, and
expectations of future performance and market developments, taking
into account all information currently available. These beliefs,
assumptions, and expectations can change as a result of many
possible events or factors, not all of which are known or are
within Carador's control. If a change occurs, Carador's business,
financial condition, liquidity, and results of operations may vary
materially from those expressed in forward-looking statements. Some
of the factors that could cause actual results to vary from those
expressed in forward-looking statements, include, but are not
limited to: the factors described in this announcement; the rate at
which Carador deploys its capital in investments and achieves
expected rates of return; Carador and GSOCPI's ability to execute
Carador's investment strategy, including through the identification
of a sufficient number of appropriate investments; the continuation
of GSOCPI as investment manager of Carador's investments; the
continued affiliation with GSOCPI of its key investment
professionals; Carador's financial condition and liquidity; changes
in the values of or returns on investments that the Company makes;
changes in financial markets, interest rates or industry, general
economic or political conditions; and the general volatility of the
capital markets and the market price of Carador's shares.
By their nature, forward-looking statements involve known and
unknown risks and uncertainties because they relate to events, and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. Any forward-looking statements are only made as at the
date of this announcement, and Carador neither intends nor assumes
any obligation to update forward-looking statements set forth in
this announcement whether as a result of new information, future
events, or otherwise, except as required by law or other applicable
regulation. In light of these risks, uncertainties, and
assumptions, the events described by any such forward-looking
statements might not occur. Carador qualifies any and all of their
forward-looking statements by these cautionary factors. Please keep
this cautionary note in mind while reading this announcement.
Prospective investors should take note that any securities may
not be acquired by investors using assets of any retirement plan or
pension plan that is subject to Part 4 of Subtitle B of Title I of
the United States Employee Retirement Income Security Act of 1974,
as amended ("ERISA") or section 4975 of the United States Internal
Revenue Code of 1986, as amended (the "Code"), entities whose
underlying assets are considered to include "plan assets" of any
such retirement plan or pension plan, or any governmental plan,
church plan, non-U.S. plan or other investor subject to any state,
local, non-U.S. or other laws or regulations similar to Title I or
ERISA or Section 4975 of the Code or that would have the effect of
the regulations issued by the United States Department of Labor set
forth at 29 CFR Section 2510.3-101, as modified by section 3(42) of
ERISA.
Singer, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for Carador and
no-one else in connection with the potential offering of securities
by Carador (the "Offering") and is not advising any person or
treating any person as its customer in relation to the Offering and
will not be responsible to anyone other than Carador for providing
the protections afforded to customers of Singer Capital Markets
Limited or for providing advice in relation to the Offering.
Dexion, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for Cardor and
no-one else in connection with the potential offering of securities
by Carador (the "Offering") and is not advising any person or
treating any person as its customer in relation to the Offering and
will not be responsible to anyone other than Carador for providing
the protections afforded to customers of Dexion Capital plc or for
providing advice in relation to the Offering.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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