21 Dec 2018 17:08
CORRECTION to RNS announcement 3402L showing the number of Valid Rollover Elections from holders of U.S. Dollar Shares as 133,450,591.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM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.
21 December 2018
Carador Income Fund plc
Rollover Opportunity to exchange Carador Shares for shares in
Blackstone / GSO Loan Financing Limited
The BGLF Rollover Opportunity announced on 23 November 2018, whereby shareholders in Carador Income Fund plc ("Carador") may elect to rollover their investment in Carador into an investment in Blackstone / GSO Loan Financing Limited ("BGLF"), closed at 9.00 a.m. this morning.
Valid elections have been received in respect of 133,450,591 Carador U.S. Dollar Shares and 488 Repurchase Pool Shares. Subject to satisfactory anti money laundering checks, these will be converted into 133,451,107 Carador Rollover Class Shares.
One Carador Rollover Class Share has today been issued in respect of each Carador U.S. Dollar Share that a shareholder has elected to take part in the BGLF Rollover Opportunity and 1.058639679 Carador Rollover Shares will be issued for each Repurchase Pool Share participating in the BGLF Rollover Opportunity.
The Board of Carador has been informed by BGLF that it will allot one new C share for each Carador Rollover Share in consideration of the transfer of Rollover Assets to BGLF from Carador and that application has been made for the admission of the BGLF C shares to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange. Dealings in the BGLF C shares are expected to commence on 4 January 2019. Any changes to the timetable for admission will be notified by the Company through a Regulatory Information Service.
Further information
Further information is set out in the circular published by Carador on 23 November 2018 which is available at http://www.carador.co.uk/ (click on 'Documents' after accepting the website terms).
The Directors did not make any recommendation to Shareholders in relation to the BGLF Rollover Opportunity and the decision to participate in the BGLF Rollover Opportunity was a matter for each individual Shareholder to consider in light of their own circumstances, having taken the appropriate independent advice.
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
Total Voting Rights
In conformity with the FCA's Disclosure Guidance and Transparency Rules, the Company notifies that following the implementation of the BGLF Rollover Opportunity, the Company's issued share capital consists of:
265,351,189 U.S. Dollar Shares of no par value
24,636,870 Repurchase Pool Shares of no par value
Each U.S. Dollar Share and each Repurchase Pool Share carries the right to 1 vote. The total number of voting rights in the Company is, therefore, 289,988,059. The Company holds no ordinary shares in treasury. The above figure (289,988,059) 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 Company under the FCA's Disclosure Guidance and Transparency Rules.
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 of Carador 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.
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.
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.