TIDMBGLF

RNS Number : 9345Q

Blackstone / GSO Loan Financing Ltd

24 October 2019

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

24 October 2019

Blackstone / GSO Loan Financing Limited

("BGLF" or the "Company")

LEI: 549300NOGRTX0U7CWK43

Conversion of C shares

BGLF, a self-managed Jersey registered alternative investment fund, announces that as at 1 October 2019, it has reinvested EUR62.6m into BGCF following the sale of relevant assets acquired under the C Share rollover process in January 2019, which represents 85.8% of the value of assets in the C share pool. Inclusive of cash held within the C share pool, this represents approximately 87.3% of the C share pool asset value.

Accordingly, the Board of BGLF is pleased to announce that the Company intends to convert the C Shares into Ordinary Shares (the "Conversion"). In the absence of unforeseen circumstances, the Company expects the Calculation Date, being close of business on the date on which the Conversion Ratio will be calculated, to fall on 31 October 2019. The calculation of the Conversion Ratio will be based on the net assets attributable to the Ordinary Shares and C Shares as at close of business on 31 October 2019, which, along with the expected timing of six to twelve months, is in accordance with the Company's prospectus. The Conversion Ratio is expected to be announced before the end of November 2019.

The Company intends to make a further announcement in due course setting out the Conversion Ratio applying to the Conversion, the expected date when such Conversion will occur and the number of new Ordinary Shares to be issued.

Holders of C Shares, once converted, will not be entitled to receive the Q3 2019 interim dividend of EUR0.025 cents that was declared on the Ordinary Shares on 18 October 2019 which will be payable to Ordinary Shareholders on the register on 1 November 2019 and is due to be paid on 29 November 2019. For the avoidance of doubt, however, such holders will be entitled to receive the Q3 2019 C Share interim dividend of EUR0.0221 cents that was also declared on 18 October 2019 to C Shareholders on the register on 1 November 2019. They will also be entitled to receive the quarterly dividend to be declared in due course on the Ordinary Shares for the quarter ending 31 December 2019, being the first dividend to be declared after the Conversion.

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the prospectus published by the Company on 23 November 2018.

Enquiries:

 
 BNP Paribas Securities Services S.C.A., Jersey   Tel: +44 (0)1534 
  Branch                                           709181 / +44 (0)1534 
  (Company Secretary)                              813873 
 IFC 1, The Esplanade, St Helier, Jersey JE1 
  4BP 
 Siobhan Lavery / Melissa Le Cheminant 
 
 Nplus1 Singer Advisory LLP                       Tel: +44 (0)20 7496 
  (Sponsor, Financial Adviser and Broker)          3000 
 James Maxwell / Ben Farrow 
 

NOTE: PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE RESULTS AND THERE CAN BE NO ASSURANCE THAT BGLF WILL ACHIEVE COMPARABLE RESULTS.

IMPORTANT INFORMATION

Any reference herein to future returns or distributions is a target and not a forecast and there can be no guarantee or assurance that it will be achieved.

This document has been issued by Blackstone / GSO Loan Financing Limited (the "Company"), and 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 document 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, Canada, Japan, 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 document, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, 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, Canada, Japan or South Africa. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document 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 document is directed only at: (i) 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; or (ii) high net worth bodies corporate, 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 and persons who receive this document who do not fall within (i) or (ii) above should not rely on or act upon this document.

No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this document is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, 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 the Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this document, 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 document and nothing in this document is or should be relied on as a promise or representation as to the future.

Unless otherwise indicated, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date. Recipients of this document are encouraged to contact the Company's representatives to discuss the procedures and methodologies used to make the projections and other information provided herein.

All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. All investments to be held by the Company involve a substantial degree of risk, including the risk of total loss. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. You should always seek expert legal, financial, tax and other professional advice before making any investment decision.

Blackstone / GSO Loan Financing Limited is a self-managed Jersey registered alternative investment fund, and is regulated by the Jersey Financial Services Commission. The Jersey Financial Services Commission does not take any responsibility for the financial soundness of the Company or for the correctness of any statements made or expressed in this document.

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

CONCKNDDOBDDKKB

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October 24, 2019 02:00 ET (06:00 GMT)

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