CIFR.L Regulatory News (CIFR)

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM OR IRELAND), CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

This announcement is not an offer of securities for sale or subscription in the United States of America, Canada, Japan, South Africa or any other jurisdiction. This announcement is an advertisement and not a prospectus.

23 November 2018

Carador Income Fund plc 

Posting of a Circular containing Proposals for

A Managed Wind-down with a Rollover Opportunity

Amendment to investment objective and policy of the Company

Amendments to the constitution of the Company

and

notices of shareholder meetings

As announced on 28 August 2018 following a strategic review, the Board of Carador Income Fund plc ("Carador" or the "Company") had evaluated the results of a shareholder consultation, which included significant variation in feedback without a dominant view, and determined to offer shareholders the opportunity to vote on an orderly wind-down of the Company, alongside a rollover opportunity for those who wish to retain an investment in the CLO asset class (the "BGLF Rollover Opportunity"). A circular is being posted to Carador Shareholders today (the "Circular") containing notices convening general and class meetings to approve the wind down and BGLF Rollover Opportunity, and whereby Carador Shareholders may elect to rollover their investment in the Company into an investment in Blackstone / GSO Loan Financing Limited ("BGLF"). BGLF is an internally-managed investment fund that invests in floating rate senior secured loans directly and indirectly through CLO Securities.

As detailed in the Circular, Carador Shareholders have a choice of:

Voting FOR the Resolutions to approve a choice of electing for the BGLF Rollover Opportunity or Managed Wind-down; or

Voting AGAINST the Resolutions resulting in Carador maintaining its current investment objective and policy.

The BGLF Rollover Opportunity will only proceed if the required resolutions are passed by both Carador Shareholders and BGLF Shareholders.

The Board considers that the proposed Resolutions are in the best interests of the Company and its Shareholders as a whole. The Board accordingly recommends that Shareholders vote in favour of the Resolutions to be proposed at the EGMs.

In addition to voting on the Resolutions, and irrespective of whether voting for or against, holders of both classes of Carador Shares (CIFU and CIFR) should decide whether or not to participate in the BGLF Rollover Opportunity.

1. PROPOSED MANAGED WIND-DOWN

If the Resolutions are passed, the Directors will be authorised to instruct the Investment Manager to effect the Managed Wind-Down. The assets attributable to the U.S. Dollar Shares will be realised over time and, as and when the proceeds from the sales of the Company's assets attributable to the U.S. Dollar Shares accumulate, the Directors will have the discretion to return these proceeds, net of fees, expenses and other liabilities, to U.S. Dollar Class Shareholders on a pro rata basis by repurchasing such number of U.S. Dollar Shares, in tranches, as have an aggregate NAV equivalent to the amount proposed to be returned to U.S. Dollar Class Shareholders. In accordance with Article 13(a) of the Constitution, such compulsory repurchases will be made at the NAV per U.S. Dollar Share calculated as at the relevant Repurchase Date. Once repurchased, the U.S. Dollar Shares will be cancelled. It is anticipated that in normal circumstances it should be possible to realise the assets of the U.S. Dollar Shares and distribute the proceeds within six to twelve months of the date when the Investment Manager commences the Managed Wind-Down. However, this may take significantly longer in the case of certain assets or in less favourable market conditions. Accordingly, Shareholders should be prepared for a scenario in which a proportion of the assets attributable to the U.S. Dollar Shares may not be capable of realisation for an indefinite period that may be significantly longer than twelve months. Any material change to the anticipated timing for realisation will be notified by the Company through a Regulatory Information Service.

The Directors do not intend to declare any dividends during the wind-down period. Accordingly, if the Proposals are approved the last dividend to be paid will be in respect of the final quarter of 2018. The process for paying out instalments as assets are sold under the Managed Wind-Down is expected to be materially the same as the process for realising assets and paying out cash to holders of Repurchase Pool Shares. The table below details the timing and amounts of capital which have been returned to date to holders of Repurchase Pool Shares. This table has been provided for illustrative purposes only, and the timing and relative amounts of capital to be returned to US Dollar Class Shareholders through the Managed Wind-Down may differ materially. There can be no guarantee or assurance that the Company will be able to return capital in similar amounts or with the same frequency.

The Company's listing on the Official List and the capacity to trade in its U.S. Dollar Shares and Repurchase Pool Shares will be maintained for as long as the Directors believe it to be practicable during the Managed Wind-Down.

The Repurchase Pool, which was created for the purposes of the repurchase opportunity offered to Shareholders in October 2017, is not expected to be affected by the proposed Managed Wind-Down. Realisation of the assets in the Repurchase Pool will continue and is expected to be achieved as previously announced. However the Repurchase Pool Shareholders will also be given an opportunity to roll their investment in the Company into an investment in BGLF.

In the event that the Resolutions are not passed, the Company will continue to operate under its current investment objective and policy. However, the Board may, in due course, consider alternative proposals for the future of the Company.

Each Resolution is conditional upon the other Resolution being approved by Shareholders. Accordingly, if the Managed Wind-Down Resolution is not approved by the requisite majority of Shareholders, then the Constitution Resolution will not pass, and vice versa.

Once the Managed Wind-Down is completed and the existing Repurchase Pool Shares are repurchased in their entirety, the Board will then consider, in the light of the then prevailing market conditions and Shareholders' views, proposing a resolution for a formal voluntary liquidation of the Company, which will require additional Shareholder approval at that time.

2. AMENDMENT TO INVESTMENT OBJECTIVE AND POLICY

In order to implement the Managed Wind-Down, it is necessary to amend the Company's investment objective and policy to reflect the objective of realising the portfolio attributable to the U.S. Dollar Shares.

The current investment objective of the Company is as set out below:

"Investment Objective of the Company

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."

It is proposed that, if the Resolutions are passed, the new investment objective and policy of the Company will be as follows:

"Investment Objective of the Company

The Company will be managed with the intention of realising all remaining assets of the Company with a view to returning capital to the Shareholders in an orderly manner (the "Managed Wind-Down"). The assets that are subject to the Managed Wind-Down will not include the assets of the Company that are transferred as part of the rollover elections as described in the shareholder circular that was issued in respect of the Company dated 23 November 2018 (the "2018 Circular").

Investment Policy of the Company

The Managed Wind-Down will be effected with a view to the Company realising all of its investments in a manner that achieves a balance between maximising the value from the Company's investments and making timely returns of capital to Shareholders. Any assets to which rollover elections relate are to be transferred in accordance with the provisions set out in the 2018 Circular, following which the Company may sell its remaining investments either to co-investors in the relevant asset or to third parties, but in all cases with the objective of achieving the best available price in a reasonable time scale.

The Company will cease to make any new investments except where necessary in the reasonable opinion of the Investment Manager in order to protect or enhance the value of any existing investments or to facilitate orderly disposals.

Any cash received by the Company as part of the realisation process prior to its distribution to Shareholders will be held by the Company as cash on deposit and/or as cash equivalents. The Company will not undertake new borrowing other than for short-term purposes. The investment restrictions set out in the 2017 Prospectus will not apply during the Managed Wind-Down, subject to the requirements of the Central Bank, the Companies Act and the UK Listing Authority."

The proposed modification to the Company's investment policy is considered a material change to the investment policy, which has been approved by the FCA and requires the consent of Shareholders in accordance with the Listing Rules and the requirements of the Central Bank.

3. COMPULSORY REPURCHASE OF U.S. DOLLAR SHARES DURING THE MANAGED WIND-DOWN

Article 13 of the Articles provides that the Company may repurchase its own Shares in circumstances where the Directors determine to repurchase Shares at the NAV per Share or otherwise at the discretion of the Directors in accordance with the proper exercise of their fiduciary duties.

Subject to the passing of the Resolutions, the Company intends to make compulsory repurchases of U.S. Dollar Shares in volumes and on dates to be determined at the Directors' discretion, with the amount distributed in respect of the U.S. Dollar Shares on each occasion representing the cash available for distribution by the Company at the relevant time. U.S. Dollar Shares will be repurchased from all U.S. Dollar Class Shareholders pro rata to their existing holdings of the U.S. Dollar Shares on each Repurchase Date.

Details of the tax consequences are set out below in the section entitled "8. Taxation" in the Circular.

As and when the Directors exercise their discretion to repurchase compulsorily a given percentage of the U.S. Dollar Shares in issue, the Company will make an announcement in advance of the Repurchase Date (the "Repurchase Announcement") that will include the following details:

• a timetable for the repurchase and distribution of repurchase proceeds, including the Repurchase Date, and the record date for the relevant repurchase (the "Repurchase Record Date");

• the aggregate amount to be distributed to U.S. Dollar Class Shareholders;

• the relevant percentage of U.S. Dollar Shares to be repurchased (pro rata as between the holders of U.S. Dollar Shares as at the Repurchase Record Date);

• the repurchase price per U.S. Dollar Share, which will be the equal to the NAV attributable to the U.S. Dollar Shares;

• a new ISIN in respect of U.S. Dollar Shares which will continue to be listed following the relevant repurchase date; and

• any additional information that the Board deems necessary in connection with the repurchase.

Compulsory repurchases of U.S. Dollar Shares will become effective on each Repurchase Date, being a date chosen at the Directors' discretion, as determined by the Directors to be in the best interests of U.S. Dollar Class Shareholders as a whole. In determining the timing of any Repurchase Date, the Directors will take into account the amount of cash available for payment of repurchase proceeds and the costs associated with such repurchase. Accordingly, the proceeds of the disposals will not necessarily be distributed at or soon after the date of any such disposal but may be retained and aggregated with the proceeds of other disposals pending distribution. The U.S. Dollar Shares compulsorily repurchased will be the relevant percentage of the U.S. Dollar Shares registered in the names of U.S. Dollar Class Shareholders on the Repurchase Date. U.S. Dollar Class Shareholders will receive the repurchase price per U.S. Dollar Share in respect of each of their U.S. Dollar Shares repurchased compulsorily.

Settlement

In the case of U.S. Dollar Shares held in uncertificated form (that is, in CREST), repurchases will take effect automatically on each Repurchase Date and repurchased U.S. Dollar Shares will be cancelled. All U.S. Dollar Shares in issue will be disabled in CREST on the Repurchase Date and the existing ISIN applicable to such U.S. Dollar Shares (the "Old ISIN") (which, as at the date of the Circular, is IE00B3D60Z08), will expire. A new ISIN (the "New ISIN") in respect of the remaining U.S. Dollar Shares in issue and which have not been repurchased will be enabled and available for transactions from and including the first business day following the relevant Repurchase Date (or such other date notified to U.S. Dollar Class Shareholders). The New ISIN will be notified to U.S. Dollar Class Shareholders in the relevant repurchase announcement. Up to and including the Repurchase Date, U.S. Dollar Shares will be traded under the Old ISIN and, as such, a purchaser of such U.S. Dollar Shares would have a market claim for a proportion of the repurchase proceeds. CREST will automatically transform any open transactions as at the Repurchase Date (which may be the record date for the purposes of the repurchase) into the New ISIN. In the case of U.S. Dollar Shares held in certificated form (that is, not in CREST), repurchases will take effect automatically on each Repurchase Date. As the U.S. Dollar Shares will be compulsorily repurchased, certificated U.S. Dollar Class Shareholders do not need to return their share certificates to the Company in order to claim their repurchase monies. U.S. Dollar Class Shareholders' existing share certificates will be cancelled and new share certificates will be issued to each such Shareholder for the balance of their shareholding in the Company after each Repurchase Date. Cheques will automatically be issued to certificated Shareholders upon the cancellation of any of their U.S. Dollar Shares. All U.S. Dollar Shares that are repurchased will be cancelled with effect from the relevant Repurchase Date. Accordingly, once repurchased, U.S. Dollar Shares will be incapable of transfer. Payments of repurchase monies are expected to be effected either through CREST (in the case of U.S. Dollar Shares held in uncertificated form) or by cheque (in the case of U.S. Dollar Shares held in certificated form) within 14 Business Days of the relevant Repurchase Date, or as soon as practicable thereafter. U.S. Dollar Class Shareholders will be paid their repurchase proceeds in US Dollars.

4. AMENDMENTS TO THE CONSTITUTION TO FACILITATE THE BGLF ROLLOVER OPPORTUNITY AND OTHER MATTERS

The Constitution currently provides that the Company will continue until the annual general meeting to be held in the year 2022 when, and in every tenth year thereafter, the Directors will propose a special resolution to the effect that the Company continue for a further ten years.

If the Resolutions are passed, the Constitution will be amended, subject to any requirements of the Central Bank, to provide that:

l for the avoidance of doubt, the Company may be terminated prior to 2022;

l with the consent of the relevant Shareholder, the Shares may be repurchased by the transfer of the assets of the Company in kind to that Shareholder; and

l such other changes to the Constitution as are set out in Appendix I to the Circular.

A copy of the proposed revised Constitution will be available for inspection at the registered office of the Company at 78 Sir John Rogerson's Quay, Dublin 2, Ireland and at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose Street, London EC2A 2EG, United Kingdom, during normal business hours on any Business Day from the date of the Circular until the conclusion of the Multi-Class EGM and at the place of the Multi-Class EGM for at least 15 minutes prior to, and during, the Multi-Class EGM. If any changes of a material nature are made to the draft Constitution (for example, to meet the Central Bank's requirements) before they are tabled for approval at the Multi-Class EGM, these changes will be brought to the attention of Shareholders as soon as is reasonably practicable and, in any event, at the Multi-Class EGM before consideration of the resolution to adopt the revised Constitution.

5. ROLLOVER OPPORTUNITY TO BGLF

If the Resolutions are passed, given the interest expressed by a number of shareholders to retain an exposure to CLOs, Shareholders (including Repurchase Pool Shareholders) will have an opportunity to elect to rollover their investment in the Company into an investment in BGLF. BGLF is an internally-managed investment fund that invests in floating rate senior secured loans directly and indirectly through CLO Securities. An affiliate of the Investment Manager owns approximately 11 per cent. of BGLF's existing shares in issue and another affiliate of the Investment Manager provides advisory and other services to BGLF. A copy of the BGLF Prospectus that is being published in connection with the BGLF Rollover Opportunity accompanies the Circular. BGLF was founded in 2014 and is domiciled in Jersey, Channel Islands. For further information please see the website of BGLF at www.blackstone.com/the-firm/asset-management/registered-funds#c=blackstone-gso-loan-financing-limited.

For Shareholders that validly elect for the BGLF Rollover Opportunity, their U.S. Dollar Shares or Repurchase Pool Shares, as the case may be, will be converted into a new class of Shares of the Company (the "Rollover Class Shares"). The Rollover Class Shares shall not be transferable. The Rollover Class Shares will be created by allocating to such class a pro rata amount of the assets and liabilities of the Company attributable to the Shares being converted as at the Rollover Class Conversion Date. Such liabilities will include the portion of the transaction costs attributable to the Shares being converted to Rollover Class Shares, and may include an accrual for any performance fee payable to the Investment Manager attributable to the U.S. Dollar Shares or Repurchase Pool Shares, as the case may be, that has accrued as at the Rollover Class Conversion Date. It is envisaged that any accrued performance fees payable to the Investment Manager attributable to Rollover Class Shares will be waived by the Investment Manager. Each Share that a Shareholder elects to participate in the BGLF Rollover Opportunity will be converted into Rollover Class Shares on the following basis:

· each participating U.S. Dollar Share will be converted into one Rollover Class Share; and

· each participating Repurchase Pool Share will be converted into such proportion of Rollover Class Shares as is pro rata to the respective NAV per U.S Dollar Share compared with the NAV per Repurchase Pool Share.

It is envisaged that, immediately following the Rollover Class Conversion Date, the Company will repurchase all of the Rollover Class Shares in kind and transfer the assets attributable to the Rollover Class Shares (the "Rollover Assets") to BGLF in exchange for shares in BGLF being issued to Rollover Class Shareholder as at the BGLF Rollover Date. Each Rollover Class Shareholder will receive one share in the C share class of BGLF in return for each Rollover Class Share it holds. Further details on BGLF and the C share class of BGLF can be found in the BGLF Prospectus. BGLF will not hold any interest in the Company's Shares. Following the rollover to BGLF shares, the Rollover Class Shares will be cancelled.

Rollover Assets (including cash) will be held by BGLF in a segregated C share asset pool. The Prospectus states that BGLF intends to sell the Rollover Assets and reinvest the proceeds in accordance with BGLF's investment policy. When substantially all the assets have been re-invested the C Shares will convert into BGLF Ordinary Shares.

The Rollover Assets include cash income for the period since 1 October 2018 out of which a similar amount to the dividend paid on Carador U.S. Dollar Shares for the third quarter of 2018 (subject to any changes the BGLF board decide when the actual results and cash position have been determined) is expected to be paid in February 2019, providing continuity of dividend income. The Prospectus contains details of the C Share dividend policy and illustrative financial projections for the period prior to the conversion of the C Shares.

It is important that, if you wish to make an election for the BGLF Rollover Opportunity, you review the BGLF Prospectus and the BGLF Rollover Election Documents that accompany the Circular.

Shareholders (whether they hold their Carador Shares directly or through a nominee) who are U.S. Persons may participate in the Rollover, provided that they are able to sign a U.S. Investor letter confirming their qualifying status. The U.S. Investor Letter is set out at the end of the Circular and may also be downloaded from http://www.carador.co.uk/documents.htm.

Shareholders who wish to receive cash in respect of their entire holding of Shares do not need to return the Rollover Election Form or submit a TTE instruction, as they will be deemed to have elected to receive cash. Rollover Election Forms and CREST instructions for Rollover Elections are being enclosed with the circular and posted to certificated and uncertificated shareholders respectively. Copies may also be downloaded from http://www.carador.co.uk/documents.htm.

In deciding whether to participate in the BGLF Rollover Opportunity, you should consider that the Investment Manager and its affiliates have interests that potentially conflict with those of Shareholders, including that an affiliate of the Investment Manager provides advisory and other services to BGLF and therefore has an interest in BGLF acquiring the Rollover Assets. BGLF will not pay advisory or similar fees to the Investment Manager's affiliate with respect to the Rollover Assets, and the Investment Manager is foregoing any performance fees it may be owed on the Rollover Assets. However, because BGLF depends on the continued acquisition of CLO Securities to support its business, the Investment Manager and its affiliates may have an economic incentive to effect the BGLF Rollover Opportunity. By electing to participate in the BGLF Rollover Opportunity, a Shareholder will be deemed to have acknowledged the existence of such potential conflicts of interest and to have waived any and all claims with respect to the existence of any such conflict of interest and any actions taken or proposed to be taken in respect thereof.

The Board does not give any recommendation in relation to the proposed BGLF Rollover Opportunity. If you are in any doubt on the action you should take in relation to the BGLF Rollover Opportunity, you are recommended to seek immediately your own personal financial advice from an appropriately qualified independent adviser authorised pursuant to the UK Financial Services and Markets Act 2000 if in the United Kingdom or otherwise regulated under the laws of your own country. Any decision to participate in the BGLF Rollover Opportunity should only be taken on the basis of the information contained in the BGLF Prospectus that accompanies the Circular.

6. RISKS ASSOCIATED WITH THE PROPOSED CHANGES

If the Resolutions are passed, the risk factors specifically relating to the U.S. Dollar Shares include the following:

Concentration risk and potential for increased total expense ratio

The issued share capital of the Company will be reduced as a result of the repurchase of U.S. Dollar Shares. Consequently, the mix of asset exposure will be concentrated in fewer holdings, and the fixed costs of the Company attributable to the U.S. Dollar Shares will be spread over fewer Shares. Sales commissions, liquidations cost, taxes and other costs associated with the realisation of the Company's assets will reduce the cash available for distribution to Shareholders. The early realisations may be in respect of the better performing and more liquid CLOs, the sale of which could result in the residual portfolio performing less well as it is wound down. The timing and ultimate amount of any returns may also be impacted by the tax regimes of the countries in which the Company invests.

Share price volatility

The Company might experience increased volatility in its NAV and/or its Share price as a result of possible changes to the portfolio structure of the U.S. Dollar Shares following the passing of the Resolutions.

Uncertainty of timing of repurchases and completion of Managed Wind-Down

Repurchases of U.S. Dollar Shares will be made at the Directors' discretion, as and when they deem that the Company has sufficient assets available to make a repurchase. Shareholders will therefore have little certainty as to when their U.S. Dollar Shares will be repurchased.

U.S. Dollar Class Shareholders should expect that, under the terms of the Managed Wind-Down, the Board and the Investment Manager will be committed to distributing as much of the available cash as soon as reasonably practicable having regard to cost efficiency and working capital requirements. U.S. Dollar Class Shareholders are advised that future returns of cash may not necessarily be made as soon as cash becomes available. U.S. Dollar Class Shareholders should also note that, due to the illiquid nature of the Company's investments, there can be no certainty of the length of time it may take to complete the Managed Wind-Down. The liquidity profile of the assets is such that U.S. Dollar Class Shareholders may have to wait a considerable period of time before receiving all of their distributions pursuant to the Managed Wind-Down. During that time, the concentration of the value of the portfolio attributable to the U.S. Dollar Shares in fewer holdings will reduce diversification and the spread of risk. This may adversely affect the Company's performance.

Change in status from Shareholder to general creditor

Once all of a Shareholder's U.S. Dollar Shares have been repurchased, that Shareholder will cease to be a Shareholder in the Company with respect to such U.S. Dollar Shares and will instead become a general creditor of the Company with respect to any unpaid proceeds of the repurchase of such U.S. Dollar Shares.

Asset valuations and liquidity

The full amount of the proceeds to be paid to holders of U.S. Dollar Shares can only be determined following the complete realisation of the portfolio of assets attributable to the U.S. Dollar Shares. Shareholders should note that the repurchase proceeds received by a U.S. Dollar Class Shareholder may be materially different to that indicated by any estimated or official NAV per U.S. Dollar Share published by the Company.

The Company's assets may not be realised at their fair market value, and it is possible that the Company may not be able to realise some assets at any value.

Listing considerations

The maintenance of the Company as an ongoing listed vehicle will entail administrative, legal, regulatory and listing costs, which will decrease the amount ultimately distributed to Shareholders. In addition, although the Board intends to maintain the Company's listing for as long as the Directors believe it to be practicable during the Managed Wind-Down, the Directors shall immediately notify the Financial Conduct Authority of the United Kingdom and may seek suspension of the listing of the U.S. Dollar Shares pursuant to the requirements of the Listing Rules (which may include Shareholder approval prior to any suspension or de-listing) if the Company can no longer satisfy the continuing obligations for listing set out therein including, but not limited to, the requirements in respect of U.S. Dollar Shares held in "public hands" (as such phrase is defined in the Listing Rules) and consequently the listing of the U.S. Dollar Shares may be suspended and/or cancelled. Once suspended and/or cancelled, the U.S. Dollar Shares would no longer be capable of being traded on the London Stock Exchange, which would materially reduce market liquidity in the U.S. Dollar Shares.

Consequences of rejection of Resolutions

In the event that the Resolutions are not passed, the Company will continue to operate under its current investment objective and policy. However, the Board may, in due course, consider alternative proposals for the future of the Company. In this regard, the Directors will take into account feedback received from Shareholders and also the restrictions that may in the future be imposed on the ability of the Company to continue to pursue its investment objective and policy by Directive 2011/61/EU (AIFMD) and the EU Securitisation Regulation (EU) 2017/2402.

U.S. Dollar Class Shareholders should note that in such circumstances, cash will not necessarily be returned to them any faster than under the Managed Wind-Down being proposed, and it is likely that the Company will not be able to realise the assets at their fair market value. In addition, the continued trading in the U.S. Dollar Shares may be restricted or not possible during the termination process and the Board may incur additional costs in considering alternative proposals for the future of the Company.

Expected timetable

* References to times in the Circular are to Irish times unless otherwise stated. Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service.

** Applicable only to Shareholders that elect for the BGLF Rollover Opportunity. The expected dates shown above allow additional time for completing the transfer arrangements (including any required anti-money laundering checks prior to the allotment of new BGLF C Shares) over the Christmas period. It is possible that the procedures may be completed earlier enabling the new BGLF C Shares to be allotted sooner.

Holders of Carador Repurchase Pool Shares in uncertificated form should note that, due to the ISIN changing following a redemption for cash, the new ISIN required to elect for the Rollover will not be enabled until 26 November 2018.

Further information

Copies of Circular will be available from the Company's registered office at 78 Sir John Rogerson's Quay, Dublin 2, Ireland and at http://www.carador.co.uk/documents.htm.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Enquiries:

John Armstrong-Denby / Nick Donovan

Fidante Capital, Joint Financial Adviser and Broker Tel: 020 7832 0900

James Maxwell / David Floyd

N+1 Singer, Joint Financial Adviser and Broker Tel: 020 7496 3000

Sam Battye

State Street Fund Services (Ireland) Limited

Company Secretary Tel: +353 1 776 6589

IMPORTANT INFORMATION

This document has been issued by 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, any member state of the European Economic Area (other than the United Kingdom or Ireland), Canada, Japan or 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 announcement contains inside information for the purposes of Article 7 of the Regulation (EU) No 596/2014 on Market Abuse. Upon the publication of this announcement, this information is considered to be in the public domain.

This document, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, any member state of the European Economic Area (other than the United Kingdom or Ireland), 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, any member state of the European Economic Area (other than the United Kingdom or Ireland), 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 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.

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.

Fidante Partners Europe Limited (trading as Fidante Capital) and N+1 Singer Advisory LLP, which are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for Carador and no one else in connection with the Proposals, save in relation to their roles as joint sponsors, financial advisers and brokers to BGLF. It will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Proposals and, save as afresaid, will not be responsible to anyone other than Carador for providing the protections afforded to their clients nor for providing advice in relation to the issue of Proposals, or any other transaction or arrangement referred to herein.

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.