2 Dec 2009 16:35
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA or any jurisdiction in which the same could be unlawful OR TO US PERSONS. the information contained herein does not constitute an offer of securities for sale including in australia, canada, japan or the united states of america.
THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS which has been PUBLISHED BY F&C PRIVATE EQUITY ZEROS PLC IN CONNECTION WITH THE PLACING.
2 December 2009
F&C Private Equity Trust plc(THE "COMPANY")
PUBLICATION OF PROSPECTUS
Further to the announcement on 20 November 2009, F&C Private Equity Trust plc announces that its new wholly-owned subsidiary, F&C Private Equity Zeros plc ("F&C PEZ") has published its prospectus (the "Prospectus") in connection with the institutional placing (the "Placing") to raise gross proceeds of up to £30 million through the issue of five-year term zero dividend preference shares ("ZDP Shares") with a redemption yield of 8.75 per cent. per annum.
The Company is proposing to issue up to 30,000,000 ZDP Shares at 100 pence per share (the "Placing Price"). The ZDP Shares will have an illustrative initial capital entitlement of 100 pence and will be entitled to the Final Capital Entitlement of 152.14 pence1 as at 15 December 2014 (subject to there being sufficient assets available in accordance with the articles of association of F&C PEZ). Receipt of the Final Capital Entitlement of 152.14 pence on 15 December 2014 would equate to a gross redemption yield of 8.75 per cent. per annum based on the Placing Price2.
Notes:
1 A Final Capital Entitlement amount of 152.14 pence per ZDP Share is not a guaranteed or promised repayment amount.
2 The gross redemption yield of 8.75 per cent. per annum based on the Placing Price is not, and should not be taken as, a forecast of profits and there can be no assurance that the ZDP Shares will be repaid in full on the Final Capital Entitlement Date.
Expected Timetable
| Latest time and date for receipt of Placing commitments | by 12 noon on 7 December 2009 |
| Admission and commencement of dealings in ZDP Shares | 14 December 2009 |
| Settlement of Placing commitments in uncertificated form (on a delivery versus payment basis) | 14 December 2009 |
| Certificates despatched for ZDP Shares issued in certificated form | by 22 December 2009 |
Availability of Prospectus
Copies of the Prospectus have been submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
Financial Services Authority 25 The North ColonnadeCanary WharfLondon E14 5HS
Tel: 020 7066 1000
In addition, copies of the Prospectus may also be collected, free of charge during normal business hours, from the Company at its registered office, 80 George Street, Edinburgh EH2 3BU.
Application for Admission
Applications have been made to the UK Listing Authority for the ZDP Shares to be issued pursuant to the Placing to be admitted to the Official List and to the London Stock Exchange for the ZDP Shares to be admitted to trading on its Main Market. It is expected that Admission will become effective, and that dealings in the ZDP Shares will commence, at 8.00 a.m. on 14 December 2009.
Enquiries
| Hamish Mair, Investment Manager | F&C Asset Management PLC | T: 0131 718 1184 |
| Alastair Moreton, Placing Agent and Broker | Arbuthnot Securities Limited | T: 020 7012 2000 |
| Sue Inglis, Sponsor and Financial Adviser | Intelli Corporate Finance Limited | T: 020 7050 6779 |
Important Notes
This announcement has been issued by and is the sole responsibility of the Company and F&C PEZ.
Defined terms used in this announcement shall have the meaning assigned to them in the Prospectus unless expressly stated otherwise.
Intelli Corporate Finance Limited, which is authorised and regulated in the United Kingdom for the conduct of investment business by the Financial Services Authority, is acting exclusively as financial adviser to the Company and F&C PEZ and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than the Company and F&C PEZ for providing the protections afforded to clients of Intelli Corporate Finance Limited or for providing advice in relation to the matters referred to in this announcement.
Arbuthnot Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company and F&C PEZ and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company and F&C PEZ for providing the protections afforded to clients of Arbuthnot Securities Limited or for providing advice in relation to the Placing or any other transaction or matter referred to in this announcement.
This announcement and the Prospectus are for information purposes only and do not constitute an invitation to subscribe for or otherwise acquire or dispose of any securities of the Company or F&C PEZ in any jurisdiction. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability will be accepted by Intelli Corporate Finance Limited or Arbuthnot Securities Limited or any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and liability therefor is expressly disclaimed.
Acquiring ZDP Shares may expose an investor to a risk of losing all of the amount invested. The value of shares (including zero dividend preference shares) can go down as well as up. Past performance is not a guide to future performance. This announcement does not constitute a recommendation concerning the Placing. Persons considering investing in the ZDP Shares should consult an authorised person specialising in advising on zero dividend preference shares. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.
The Placing and Prospectus is only being addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 21(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this document is being distributed only to and is directed only at Qualified Investors (i) who are persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who are high net worth entities falling within Article 49 of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on the Prospectus of any of its contents. Any investment or investment activity to which this document relates is available only to (a) in the United Kingdom, relevant persons, and (b) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.
Allocations in the Placing will only be made available to institutional investors in the UK and elsewhere outside the US in reliance on Regulation S under the US Securities Act of 1933, as amended.
This announcement, the Prospectus (or any part of it) and the information contained in this announcement and in the Prospectus are not for publication, distribution, reproduction or release in or into, directly or indirectly, the United States of America. These materials do not contain or constitute an offer of securities for sale in the United States. The ZDP Shares have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under that Act or an available exemption from it. Neither the Company nor F&C PEZ intends to register the securities or conduct a public offering in the United States. Neither the Company nor F&C PEZ will be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.
No securities issued or to be issued by the Company or F&C PEZ have been or will be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, such securities may not be offered or sold in Australia, Canada or Japan.
The Placing and the distribution of this announcement and the Prospectus in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to this announcement or the Prospectus comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.