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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM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 ADVIERTISEMENT AND NOT A PROSPECTUS.

17 December 2018

Carador Income Fund plc 

Result of Shareholder Meetings

Approval of the Managed Wind-down with a Rollover Opportunity and Related Matters

Meetings of U.S. Dollar Class Shareholders and of all Carador Shareholders were held today.

At the meeting of U.S. Dollar Class Shareholders, the resolution was passed to approve changes to Carador's investment objective and policy to facilitate and authorise the Directors to instruct the Investment Manager to effect a managed wind-down of the portfolio attributable to the U.S. Dollar Shares.

At the meeting of all Carador Shareholders, the resolution was passed amending the constitution to provide for the termination of Carador before 2022 and other changes to facilitate the BGLF Rollover Opportunity.

The BGLF Rollover Opportunity enables those Carador Shareholders who wish to retain an investment in the CLO asset class to elect to rollover their investment in Carador 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.

A resolution at a general meeting of BGLF was passed on 12 December 2018, facilitating the BGLF Rollover Opportunity.

Now that the relevant resolutions have been passed at the Carador and BGLF shareholder meetings, the remaining decision to be made by Carador Shareholders is whether:

1. To elect to participate in the BGLF Rollover Opportunity; or

2. To take no action, retaining their Carador Shares and participating in the managed wind down receiving cash in instalments on the repurchase of Carador Shares as the underlying investments are sold over time. No further dividends will be paid in respect of any Carador Shares after the payment of the dividend due in respect of the quarter ended 31 December 2018. 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.

Electing to participate in the BGLF Rollover Opportunity

The latest time for receipt of Rollover Election Forms or TTE Instructions is 9.00 a.m. (Irish time) on 21 December 2018.

The procedure for elections through CREST for holders of Carador Shares in uncertificated form is available at http://www.carador.co.uk/ (click on 'Documents' after accepting the website terms).

Forms of election have been sent for completion and return to holders of Carador Shares in certificated form.

Shareholders (whether they hold their Carador Shares directly or through a nominee) who are U.S. Persons may participate in the BGLF Rollover Opportunity, 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/ (click on 'Documents' after accepting the website terms).

BGLF was founded in 2014 and is domiciled in Jersey, Channel Islands. For further information, including the BGLF Prospectus published in connection with the BGLF Rollover Opportunity, please see the website of BGLF at www.blackstone.com/bglf.

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.

Expected timetable

* References above to times 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.

Notice of update to Investment Management Agreement

In connection with the Managed Wind-Down and the BGLF Rollover Opportunity, the Investment Management Agreement of the Company will be updated in relation to the performance fees payable to the Investment Manager in respect of the Carador US Dollar Shares to reflect that such shares will be repurchased by Carador during the Managed-Wind Down, the waiver of any performance fee attributable to the Rollover Shares and certain other consequential changes.

Proxy votes

Details of proxy voting on the resolution put to the meeting of holders of U.S. Dollar Shares are as follows:

Details of proxy voting on the resolution put to the general meeting of all Carador Shareholders are as follows:

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

Capitalised words in this announcement have the meanings defined in the circular published by Carador on 23 November 2018.

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 and the information contained herein, 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 aforesaid, 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.