RESULTS OF THE PLACING AND OPEN OFFER
10 Septembre 2010 - 8:00AM
UK Regulatory
TIDMQWIL
RNS Number : 4532S
Queen's Walk Investment Limited
10 September 2010
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
10 September 2010
QUEEN'S WALK INVESTMENT LIMITED
RESULTS OF THE PLACING AND OPEN OFFER
On 17 August 2010, the Board of Directors of Queen's Walk Investment Limited
(the "Company") announced plans for a capital raising of approximately EUR26.64
million (EUR24.88 million net of expenses) by way of a Placing and Open Offer of
13,322,328 New Ordinary Shares at EUR2.00 per New Ordinary Share (the "Capital
Raising").
Placees procured by Liberum Capital conditionally committed to subscribe for all
the New Ordinary Shares at the Offer Price subject to clawback to satisfy valid
applications by existing Qualifying Open Offer Shareholders under the Open
Offer.
The Open Offer closed for acceptances at 11:00 a.m on 9 September 2010. The
Company is pleased to announce that it has received valid acceptances in respect
of 1,298,416 New Ordinary Shares from Qualifying Open Offer Shareholders. As
disclosed in the Prospectus, Cheyne ABS Opportunities Fund LP, which holds
15,773,804 Ordinary Shares representing 59.2 per cent. of the Existing Ordinary
Shares in the Company, has agreed in writing not to take up its Open Offer
Entitlement. Therefore the valid acceptances received represent approximately
23.9 per cent. of the New Ordinary Shares to be issued pursuant to the Capital
Raising excluding the entitlement of Cheyne ABS Opportunities Fund LP. The
remaining 12,023,912 New Ordinary Shares to be issued pursuant to the Capital
Raising have been allocated to Placees procured by Liberum Capital.
The Capital Raising is conditional on, inter alia, the approval of the Required
Resolutions by Shareholders at the Extraordinary General Meeting, to be convened
at 11.00 a.m. on 15 September 2010 at the registered office of the Company at
Dorey Court, Admiral Park, St. Peter Port, Guernsey GY1 3BG, and Admission of
the New Ordinary Shares occurring by no later than 8.00 a.m. on 16 September
2010.
Application will be made to the UKLA for the New Ordinary Shares to be admitted
to the Official List and to the London Stock Exchange for the New Ordinary
Shares to be admitted to trading on the London Stock Exchange's main market for
listed securities. Subject to Shareholder approval of the Required Resolutions,
it is expected that Admission will become effective on 16 September 2010 and
that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 16
September 2010.
The New Ordinary Shares, when issued and fully paid, will rank pari passu in all
respects with the Existing Ordinary Shares.
Terms set out in this announcement but not defined are as defined in the
Prospectus dated 17 August 2010.
-ENDS-
For further information:
+----------------------------+----------------------------------------+
| Investor Relations | |
| Natalie Withers | |
| Tel: +44 (0)20 7968 7348 | |
| | |
+----------------------------+----------------------------------------+
| M: Communications | |
| Caroline Villiers | |
| Tel: +44 (0)20 7920 2321 | |
| Mob: +44 (0)78 0858 5184 | |
| | |
| James Wallis | |
| Tel: +44 (0)20 7920 2329 | |
| Mob: +44 (0)77 7555 6000 | |
| | |
+----------------------------+----------------------------------------+
| Liberum Capital (Sponsor, Financial Adviser and Bookrunner) |
| Chris Bowman / Tom Fyson / Richard Bootle |
| Tel: +44 (0)20 3100 2000 |
| |
+----------------------------+----------------------------------------+
The securities described in this document have not been and will not be
registered under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under any securities laws of any state or other jurisdiction of the
United States or under the securities laws of Australia, Canada, Japan or South
Africa. Consequently, such securities may not be offered, sold, resold, taken
up, exercised, renounced, transferred delivered or distributed, directly or
indirectly, into or within the United States or to, or for the account or
benefit of, US Persons. No public offering of the securities 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 "US Investment Company Act")
and, as such, investors will not be entitled to the benefits of the US
Investment Company Act. No offer, purchase, sale, exercise or transfer of the
securities may be made except under circumstances which will not result in the
Company being required to register as an investment company under the US
Investment Company Act.
The release, publication or distribution of this document into jurisdictions
other than the United Kingdom may be restricted by law. Persons to whom this
document is made available should, therefore, inform themselves about and
observe any such restrictions. No action has been taken by the Company that
would permit the offer or sale of any securities or possession or distribution
of this document in any jurisdiction where action for that purpose is required.
Any failure to comply with such restrictions may constitute a violation of the
laws of such jurisdictions.
This document is produced for information purposes only 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 the Company
or other evaluation of any securities of the Company 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 document nor any
part of its contents constitutes an offer to sell or invitation to purchase any
securities of the Company or any other entity or any persons holding securities
of the Company and no information set out in this document 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.
This communication is directed only at (i) persons outside the United Kingdom to
whom it is lawful to communicate to, or (ii) persons having professional
experience in matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or (iii) high
net worth companies, unincorporated associations and partnerships and trustees
of high value trusts as described in Article 49(2) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (as amended) provided that in
the case of persons falling into categories (ii) or (iii), the communication is
only directed at persons who are also "qualified investors" as defined in
section 86 of the Financial Services and Markets Act 2000 (each a "Relevant
Person"). Any investment or investment activity to which this communication
relates is available only to and will be engaged in only with such Relevant
Persons. Persons within the United Kingdom who receive this communication (other
than persons falling within (ii) and (iii) above) should not rely on or act upon
this communication. You represent and agree that you are a Relevant Person.
The merits or suitability of any securities must be independently determined by
the recipient on the basis of its own investigation and evaluation of the
Company. 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 evaluating
the Company, its business and its affairs. Potential investors and their
representatives are invited to ask questions of, and receive answers from, the
Company and Cheyne Capital Management (UK) LLP ("Cheyne") concerning the
contemplated investment to the extent the same can be acquired without
unreasonable effort or expense, in order to verify the accuracy of the
information herein.
This document 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 indentified 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 the Company'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 the Company's control. If a change occurs, the
Company'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 document; the rate at which the Company deploys its capital in
investments and achieves expected rates of return; the Company and Cheyne's
ability to execute the Company's investment strategy, including through the
identification of a sufficient number of appropriate investments; the
continuation of Cheyne as investment manager and sub-investment manager,
respectively, of the Company's investments; the continued affiliation with
Cheyne of its key investment professionals; the Company'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 the Company'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 document, and the Company and Cheyne neither intends nor
assumes any obligation to update forward-looking statements set forth in this
document 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. The Company qualifies any and all of
its forward-looking statements by these cautionary factors. Please keep this
cautionary note in mind while reading this document.
Liberum Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for the Company and no-one else in
connection with the potential offering of securities by the Company and will not
be responsible to anyone other than the Company for providing the protections
afforded to customers of Liberum Capital or for providing advice in relation to
the offer of securities by the Company.
By reading this document you will be deemed to have represented, warranted and
undertaken for the benefit of the Company, Cheyne and Liberum Capital and others
that (a) you are outside of the United States and are a "Relevant Person" (as
defined above), (b) you have read and agree to comply with the contents of this
notice, you will keep the information in this document and delivered during any
accompanying document and all information about the Company confidential, and
will not reproduce or distribute, in whole or in part, (directly or indirectly)
any such information, until such information has been made publicly available
and take all reasonable steps to preserve such confidentiality, and (c) you are
permitted, in accordance with applicable laws, to receive such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIBUGDCRBGBGGC
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