TIDMCIFU TIDMCIFR
RNS Number : 6601B
Carador Income Fund PLC
03 February 2020
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR 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.
3 February 2020
Carador Income Fund plc ("Carador" or the "Company")
Update on Divestment of the Portfolio, Directorate Changes, and
Change in Portfolio Adviser
On 17 December 2018, the Shareholders of the US dollar class
shares (the "US Dollar Shares") of Carador passed a resolution to
change the investment objective and policy of the Company to
realise all remaining assets of the Company with a view to
returning capital to the Shareholders in an orderly manner (the
"Managed Wind-Down"). The Company has since been in the process of
completing the Managed Wind-Down.
Since the Managed Wind-Down began to 31 January 2020, the
Company had sold 46 positions in total raising $160.2 million
attributable to the US Dollar Shares, which was returned to US
Dollar Shareholders through a series of seven compulsory
redemptions. These assets have been sold, on average, at a premium
to their latest month end valuation. Inclusive of the December 2018
dividend, these realisations have resulted in an effective realised
gain to shareholders of approximately +1.6% above the December 2018
net asset value.
At the commencement of the Managed Wind-Down, it was anticipated
that in normal circumstances it would be possible to realise the
assets of the US Dollar Shares and distribute the proceeds within
six to twelve months of the date when the Investment Manager
commenced the Managed Wind-Down. As at 31 January, the Company's
portfolio had been significantly realised in accordance with the
expected timing and the total portfolio consisted of only five
assets, including two CLO mezzanine debt positions and three CLO
fee rebate receivables. In the context of the length of time in
which the Company anticipates the realisation of these few
remaining assets, the Directors have reviewed certain underlying
financial information provided to them by Carador's Investment
Manager, GSO / Blackstone Debt Funds Management LLC. Based on this
information and following discussions with the Investment Manager,
the Directors have concluded that, while they remain confident that
further realisations from the Company's underling portfolio will be
achieved, there is now a higher level of uncertainty as to both the
value of the remaining assets to be realised and the timing of
distributions to shareholders. Due to the nature of the Managed
Wind-Down and to minimise the ongoing operating expenses as the
Company continues to realise its remaining assets, there is a
possibility that assets may sell at a discount to the carrying
value stated in Carador's latest monthly report as at 31 December
2019. However, the Company will continue to strive to achieve the
best price available for all remaining assets.
To reduce the Company's ongoing costs and bring the size of the
Board in line with the nature, scale and complexity of the Company
at this stage of the Managed Wind-Down, the Company announces that
Adrian Waters and Edward D'Alelio have stepped down from the Board
with effect from 31 January 2020. It is also anticipated that
Nicholas Moss will step down from the Board after the 2019 annual
report and audited financial statements have been approved. It is
anticipated that Fergus Sheridan will be appointed to Chair of the
Audit Committee, subject to approval by the Central Bank of
Ireland.
The Company's Investment Manager has also informed the Board
that J. Richard ("Dik") Blewitt, the portfolio adviser for the
Company, has resigned from GSO. All other members of the GSO
Structured Credit Investment Committee and investment team remain
unchanged.
Werner Schwanberg, Chairman of Carador Income Fund plc, said:
"The Board and I would like to thank Adrian, Edward, Nicholas, and
Dik for their many years of dedicated commitment and valuable
service."
Capitalised terms used but not defined in this announcement
shall bear the meanings ascribed to them in the Circular dated 23
November 2018.
Enquiries:
Jessica Mayer Tel: +44 20 7758 9028
GSO / Blackstone
Investor Relations and Client Service
Scott Simpson Tel: +353 1 9202 081
Bradwell Limited
Company Secretary
James Maxwell / Ben Farrow Tel: +44 20 7496 3000
N+1 Singer
IMPORTANT INFORMATION
This announcement has been prepared by, and is the sole
responsibility of, the directors of the Company.
Nplus1 Singer Advisory LLP ("N+1 Singer") is acting only for the
Company in connection with the matters described in this
announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and
will not be responsible for providing the regulatory protection
afforded to clients of N+1 Singer or advice to any other person in
relation to the matters contained herein.
This announcement 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 announcement 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 announcement, 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 announcement in other jurisdictions may
be restricted by law and persons into whose possession this
announcement 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.
This announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this announcement, including, without limitation, those regarding
the Company's financial position, investment strategy, plans and
objectives are forward-looking statements.
Forward-looking statements are subject to risks and
uncertainties and accordingly the Company's actual future financial
results and performance may differ materially from the results and
performance expressed in, or implied by, the statements. These
forward-looking statements speak only as at the date of this
announcement. The Company expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Rules of the
Financial Conduct Authority or other applicable laws, regulations
or rules.
The Company is an investment company with variable capital
incorporated under the laws of Ireland and authorised by the
Central Bank of Ireland as a professional investor fund. A copy of
the Company's prospectus and key information document may be
obtained from the website of the Company at www.carador.co.uk.
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
BOASSWFUEESSESE
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