29 Apr 2015 08:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.
29 April 2015
Blackstone / GSO Loan Financing Limited
Admission to the Official List of the CISEA and to trading on the SFM
Further to its Result of Issue announcement on 24 April 2015, Blackstone / GSO Loan Financing Limited ("BGLF" or "the Company") is pleased to announce that 30,119,700 new ordinary shares in the Company ("New Ordinary Shares") have today been admitted to the Official List of the Channel Island Securities Exchange Authority Limited ("CISEA") and to trading on the Specialist Fund Market of the London Stock Exchange (together, "Admission").
As a company whose shares are admitted to trading on the Specialist Fund Market, the Listing Rules applicable to closed-ended investment companies which are listed on the premium listing segment of the Official List of the UKLA do not apply to the Company. However, as set out in the Company's prospectus dated 10 July 2014, as a matter of best practice and good corporate governance the Company has agreed to voluntarily comply with certain provisions of the Listing Rules in such manner as they would apply to the Company were it admitted to Official List under Chapter 15 of the Listing Rules, including any transaction which would constitute a "related party transaction" as defined under Chapter 11 of the Listing Rules.
Two of the investors under the Issue, Old Mutual Global Investors (UK) Limited and Blackrock Investment Management UK Limited are considered related parties of the Company for the purposes of the Listing Rules and have subscribed for 12,623,798 and 9,174,899 New Ordinary Shares respectively at an issue price of 102 EUR cents per share (being the same issue price as the other investors who have subscribed for New Ordinary Shares under the Issue). Each transaction constitutes a smaller related party transaction under Listing Rule 11.1.10(1)R.
Immediately following Admission, the total number of ordinary shares in issue and of voting rights in the Company will be 331,319,700[1].
[1] This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
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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 Issue of the Shares or the adequacy or accuracy of any applicable admission or disclosure documents. 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.
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.
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.
None of the Company, Blackstone / GSO Debt Funds Management Europe Limited, GSO Capital Partners LP, Dexion Capital plc, Nplus1 Singer Advisory LLP or their respective affiliates or any other person (including without limitation, the directors, officers, employees, partners, agents, representatives, members and advisors of the Company, Blackstone / GSO Debt Funds Management Europe Limited, GSO Capital Partners LP, Dexion Capital plc, Nplus1 Singer Advisory LLP and their respective affiliates) undertakes any obligation to update or revise any statement made in this document (including, without limitation, any forward-looking statements), whether as a result of new information, future events or otherwise.
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.