TIDMTORO
RNS Number : 4155E
Chenavari Toro Income Fund Limited
04 July 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW
ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
CHENAVARI TORO INCOME FUND LIMITED (the "Company")
4 July 2019
Tender Offer for up to 5 per cent. of the issued share capital
of the Company (excluding any Shares currently held in treasury)
with potential sale of shares out of treasury
Publication of a circular and announcement of Extraordinary
General Meeting
The Company has today released a Circular ("the Circular"),
setting out the details of the second semi-annual Tender Offer and
the associated Reissuance for 2019 (together, "the Transaction").
The Circular also includes notice of an Extraordinary General
Meeting.
As announced on the 22 November 2018, the Company proposes to
implement an annual liquidity process, pursuant to which, each
year, for at least the next five years and subject to market
conditions, Qualifying Shareholders will be invited to tender for
repurchase by the Company, on a strictly pro rata basis, at least
10 per cent. of their Shares at a price representing a tighter
discount to the prevailing NAV per Share, via one or more tender
offers per year with the shares acquired held as Treasury Shares.
Following the announcement of the results of each such tender
offer, a certain number of Treasury Shares would be made available
for purchase by investors, willing to invest in size in the
Company, something which is not currently possible due to the
Company's historically low levels of liquidity.
Following the Company's first tender offer and reissuance,
implemented in February 2019, the Tender Offer and Reissuance
represents the second opportunity in 2019 for Qualifying
Shareholders to tender up to 5 per cent. of their holding of Shares
for repurchase. The Tender Offer will be undertaken on a strictly
pro rata basis, at a Tender Price equal to a 85 per cent. of the
NAV per Share as at 30 June 2019. Treasury Shares will then be made
available for purchase by investors (who are not existing
Shareholders who have participated in the Tender Offer), subject to
the combined aggregate effect of the Tender Offer and the
Reissuance not being dilutive for remaining Shareholders.
Shareholders should read the Circular in full and not just rely
on the summarised information set out in this announcement.
The Tender Offer
The Board is proposing that the Company makes the Tender Offer
to purchase up to 5 per cent. of the issued share capital
(excluding any Shares currently held in treasury), at the Tender
Price equal to 85.0 per cent. of the NAV per Share as at 30 June
2019.
The Tender Offer is open to all Qualifying Shareholders on the
Company's share register on the Record Date. Each Qualifying
Shareholder will be entitled to tender either all or a proportion
of their Tender Offer Entitlement, being 5 per cent. of the Shares
registered in his name at the Record Date, rounded down to the
nearest whole number of Shares. There is no entitlement or
opportunity for Qualifying Shareholders to sell more than their
Tender Offer Entitlement under the Tender Offer.
Shares purchased under the Tender Offer will be held in
treasury.
The Tender Offer is made on the terms and subject to the
conditions set out in paragraph 2 of Part II of the Circular.
Shareholders who hold Shares in certificated form may only make
a tender on the Tender Form, which is personal to the
Shareholder(s) named on it and may not be assigned or
transferred.
Shareholders who hold Shares in uncertificated form may only
make a tender by way of an electronic tender in the form of a TTE
instruction.
Unless the Board determines to vary the tender price in
accordance with paragraph 9 of Part II of the Circular, a Tender
Form and/or a TTE instruction once submitted cannot be withdrawn.
To be valid, Tender Forms and/or a TTE instruction must be received
by the Receiving Agent, and in the case of a TTE instruction must
settle, no later than 1.00 p.m. on 1 August 2019.
Further information relating to the Tender Offer (including the
Terms and Conditions of the Tender
Offer) is set out in Part II of the Circular.
The Reissuance
The Shares purchased by the Company under the Tender Offer will
be held as Treasury Shares in accordance with the Law.
Immediately following the announcement of the results of the
Tender Offer on 5 August 2019, investors will have an opportunity,
during London Stock Exchange trading hours on that day, to
participate in the Reissuance, pursuant to which Treasury Shares
will be made available to investors for purchase.
In the announcement of the Tender Offer results, the Company
will disclose the maximum amount of Treasury Shares available to be
issued at various price levels, starting with a floor share price
equal to 80 per cent. of the 30 June 2019 NAV per Share.
The terms of the Reissuance will be formulated to ensure that
the combined aggregate effect of the Tender Offer and the
Reissuance are not dilutive for remaining Shareholders. This in
effect means that the maximum number of Treasury Shares to be
reissued will be lower than the number of Shares successfully
acquired by the Company pursuant to the Tender Offer.
So far as reasonably practicable, the Company will endeavour to
ensure that Treasury Shares will not be sold to Shareholders who
participated in the Tender Offer.
Intentions of the Concert Party
By virtue of the Portfolio Manager having sole discretion over
all investment decisions of the Managed Account, each of, (i) the
Portfolio Manager, (ii) the Managed Account, (iii) certain other
individuals (including one of the Company's directors, Roberto
Silvotti) connected with, or employed by, the Chenavari Financial
Group, and (iv) group companies of the Chenavari Financial Group,
are together deemed to be acting in concert for the purposes of the
Code (together the "Concert Party"). As at 2 July 2019 (being the
latest practicable date prior to publication of the Circular) the
Concert Party in aggregate held 165,171,019 Shares, representing
51.53 per cent. of the voting rights in the Company. The Managed
Account individually held 94,700,382 Shares, representing 29.55 per
cent. of the voting rights in the Company.
As the members of the Concert Party hold more than 50 per cent.
of the voting rights in the Company, no obligations normally arise
from acquisitions by any member of the Concert Party. They may
accordingly increase their aggregate interests in Shares without
incurring any obligation under Rule 9 to make a general offer,
although individual members of the Concert Party will not be able
to increase their percentage interests in Shares through or between
a Rule 9 threshold without Panel consent.
Depending upon the results of the Tender Offer and the
Reissuance, the aggregate percentage interest of the Concert Party
in the voting rights of the Company may increase or decrease,
however, as noted above, as the aggregate holding of the Concert
Party voting rights in the Company is above, and is intended to
remain above, 50 per cent., the Concert Party will not incur any
obligation under Rule 9 to make a general offer.
Senior Management of Chenavari, who are members of the Concert
Party (other than the Managed Account), have confirmed to the
Company that they do not intend to participate in the Tender Offer
and hold an aggregate of 44,221,749 shares, representing 13.80 per
cent. of the voting rights in the Company.
The Managed Account will participate in the Tender Offer as may
be required to ensure that its individual holding of Shares does
not at any point equal or exceed 30 per cent. of the voting rights
of the Company. This is to ensure that the Managed Account, on an
individual basis, will not incur any obligation under Rule 9 to
make a general offer. The Managed Account and any other members of
the Concert Party who participate in the Tender Offer will not be
entitled to participate in the Reissuance.
Extraordinary General Meeting
The Tender Offer and the Reissuance are being conducted in
accordance with the requirements of the Law and the Listing Rules
(with which the Company has voluntarily committed to comply). In
order to comply with these requirements, the Company is convening
an Extraordinary General Meeting for 10.00 a.m. on 2 August 2019 to
consider and, if thought fit, pass the Resolution to, (a) grant the
Company the authority to undertake the Tender Offer and, (b) to
reissue the Treasury Shares at a price below the prevailing
published NAV per Share.
The Resolution must be passed either (i) on a show of hands by
over 50 per cent. of those Shareholders present in person or by
proxy and voting, or (ii) on a poll by over 50 per cent. of the
Shares voted by those Shareholders present in person or proxy and
voting, in each case, at the Extraordinary General Meeting. The
Company will not purchase Shares pursuant to the Tender Offer
unless the Resolution is duly passed.
Actions to be taken
Extraordinary General Meeting
Shareholders will find enclosed with the Circular a Form of
Proxy for use at the Extraordinary General Meeting. Whether or not
Shareholders intend to be present at the meeting, and whether or
not Shareholders intend to participate in the Tender Offer,
Shareholders are requested to complete and return the Form of
Proxy. As an alternative to completing the Form of Proxy, CREST
members can also appoint proxies by using the CREST electronic
proxy appointment service and transmitting a CREST Proxy
Instruction in accordance with the procedures set out in the CREST
Manual.
Tender Offer
The procedure for tendering Shares depends on whether Shares are
held in certificated or uncertificated form. Instructions are
detailed in paragraph 3 of Part II of the Circular. Shareholders
who do not wish to participate in the Tender Offer should not
complete the Tender Form and will not be required to make a TTE
instruction.
Further information
The Tender Offer will be financed solely from the Company's
existing cash resources and shall be subject to the Law.
At 2 July 2019 (the latest practicable date prior to the
publication of the Circular), the issued share capital of the
Company was 320,517,207 Shares (excluding Shares currently held in
treasury).
Recommendation
The Company's Directors consider that the Transaction is in the
best interests of Shareholders as a whole and unanimously recommend
that Shareholders vote in favour of the Resolution as they intend
to do in respect of their own holdings of Shares.
The Directors are making no recommendation to Qualifying
Shareholders in relation to participation in the Tender Offer
itself. Whether or not Qualifying Shareholders decide to tender
their Shares will depend, amongst other things, on their own
individual circumstances, including their own tax position.
Qualifying Shareholders are recommended to consult their duly
authorised independent advisers in making their own decision.
Expected timetable of events
2019
Publication and announcement of the Tender on or around 22 July
Price (being 85.0 per cent. of the NAV per
Share as at 30 June 2019)
Latest time and date for receipt of forms 10.00 a.m. on 31 July
of proxy for the
Extraordinary General Meeting
Latest time and date for receipt of Tender 1.00 p.m. on 1 August
Forms and TTE Instructions from CREST Shareholders
Record Date for the Tender Offer Close of business
on 1 August
Extraordinary General Meeting 10.00 a.m. on 2 August
Results of Tender Offer and terms of Reissuance by 7.00 a.m. on 5
announced August
Results of Reissuance announced by 7.00 a.m. on 6
August
Cheques despatched for certificated Shares by 13 August
purchased
pursuant to the Tender Offer and payment
through CREST for uncertificated Shares purchased
pursuant to the Tender Offer
CREST accounts credited for revised holdings by 13 August
of Shares
Despatch of balance share certificates for by 13 August
unsold Shares
Posting of Circular
The Circular, which contains the full terms and conditions of
the Tender Offer, instructions to Qualifying Shareholders on how to
tender their Shares should they choose to do so, together with the
tender form (where relevant), is being posted to Qualifying
Shareholders.
A copy of the Circular will shortly be available to view on the
Company's website at https://www.chenavaritoroincomefund.com and on
the National Storage Mechanism (www.morningstar.co.uk/uk/NSM).
Enquiries:
Chenavari Investment Managers: Guy Goyard - 020 7245 4672,
Kirstie Sumarno - 020 7259 3600
J.P. Morgan Cazenove: William Simmonds - 020 7742 4000
This announcement is not an offer to sell or a solicitation of
any offer to buy the securities of Chenavari Toro Income Fund
Limited (the "Company") in the United States, Australia, Canada,
Japan, or in any other jurisdiction where such offer or sale would
be unlawful.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment. In particular, the proposals
referred to herein are tentative and are subject to material
updating, revision and amendment. No reliance may be placed for any
purpose whatsoever on the information or opinions contained in this
announcement or on its completeness, accuracy or fairness.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Each of the Company its affiliates and their respective
officers, employees and agents expressly disclaim any and all
liability which may be based on this announcement and any errors
therein or omissions therefrom.
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.
J.P. Morgan Cazenove is authorised and regulated in the United
Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is
acting as Corporate Broker to the Company and no one else in
connection with the proposals described in this announcement, and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of J.P. Morgan
Cazenove or for affording advice in relation to any transaction or
arrangement referred to in this announcement. This announcement
does not constitute any form of financial opinion or recommendation
on the part of J.P. Morgan Cazenove or any of its affiliates and is
not intended to be an offer, or the solicitation of any offer, to
buy or sell any securities.
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
TENCKNDQPBKDDOK
(END) Dow Jones Newswires
July 04, 2019 02:00 ET (06:00 GMT)
Chenavari Toro Income (LSE:TORO)
Graphique Historique de l'Action
De Juin 2024 à Juil 2024
Chenavari Toro Income (LSE:TORO)
Graphique Historique de l'Action
De Juil 2023 à Juil 2024