TIDMCIF
RNS Number : 3281M
Carador Income Fund PLC
15 August 2011
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 INCOME FUND PLC ("CARADOR" OR THE "COMPANY") 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.
Carador Income Fund Plc
Result of Placing of New C Shares
Carador is pleased to announce that Singer Capital Markets
Limited and Dexion Capital plc have, as Joint Placing Agents and on
behalf of the Company, conditionally raised approximately US$75
million (before costs) through a placing of U.S. Dollar C Shares in
the Company.
The Issue is conditional upon the admission of the C Shares to
the Official List and to trading on the London Stock Exchange's
Main Market for listed securities, which is expected to occur at
8.00 a.m. on 18 August 2011.
The Company has published a Prospectus dated 9 August 2011 in
connection with the Issue of C Shares. The definitions used in this
announcement are as set out in the Prospectus.
The U.S. Dollar C Shares will convert into U.S. Dollar Shares
ranking pari passu with the existing General Pool Shares of the
same currency Class on the basis of the conversion ratio which will
be calculated once 90 per cent. of the assets attributable to the
relevant C Share Class (or such lower percentage as the Directors
may determine at their absolute discretion) have been invested or
committed to be invested, which the Directors anticipate will occur
by 31 December 2011.
The net proceeds of the Issue will, after deducting all expenses
of the Issue, which are fixed at 2 per cent. of the gross placing
proceeds, be all or substantially all invested in accordance with
the Company's investment objective and policy.
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.
Following Admission the Company will have in issue
-- 216,530,877 U.S. Dollar Shares trading under the ticker
CIFU
-- 13,914,839 Euro Shares trading under the ticker CIF
-- 74,800,500 US Dollar C Shares trading under the ticker
CIFC
Accordingly the total number of voting rights in the Company
following Admission will be 305,246,216.
Werner Schwanberg Chairman said
"This fund raising shows the attraction to investors of
Carador's diversified exposure to secured loans through CLOs and
its strong cash flows as well as confidence in GSO Capital Partners
International LLP's investment management skills. We believe that
the current market environment provides the opportunity for GSO to
deploy the placing proceeds at attractive prices. With a current
dividend yield in excess of 10% and expected market capitalisation
exceeding $300 million, we believe Carador is likely to remain
attractive to investors and we will continue to consider the issue
of shares to take advantage of opportunities in the CLO
market."
Expected Timetable*:
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.
GSO Capital Partners
GSO Capital Partners LP (together with its affiliates, including
GSO Capital Partners International LLP, "GSO") is the credit
division of The Blackstone Group L.P. (NYSE: BX) and has
approximately $28.1 billion of assets under management, is one of
the largest credit-oriented alternative asset managers in the world
and a major participant in the leveraged finance marketplace. GSO
seeks to generate superior risk-adjusted returns in its credit
business by investing in a broad array of strategies, including
mezzanine securities, distressed investing, event driven hedge
funds, leveraged loans and other special situation strategies.
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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