21 Nov 2012 07:00
RNS Announcement
Carador Income Fund plc
21 November 2012
Conversion of C Shares
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
Further to the announcement on 18 October 2012, Carador Income Fund plc (the "Company") announces that the U.S. Dollar C Shares currently in issue will be converted into U.S. Dollar Shares at the following rate calculated in accordance with the Company's prospectus dated 16 July 2012 (the "Prospectus").
0.9936 U.S. Dollar Shares for every 1 U.S. Dollar C Share (the "Conversion Ratio")
On the basis of the Conversion Ratio, a holder of 1,000 U.S. Dollar C Shares will receive 993 U.S. Dollar Shares in accordance with the following timetable:
Class C Conversion Time | 3 December 2012 |
Cancellation of the U.S. Dollar C Shares on the Official List and the London Stock Exchange | 3 December 2012 |
Admission of new U.S. Dollar Shares to the Official List and the London Stock Exchange | 3 December 2012 |
Share certificates in respect of new U.S. Dollar Shares expected to be despatched by | 17 December 2012 |
The U.S. Dollar C Shares will be delisted on 3 December 2012 and an application has been made for 124,200,000 new U.S. Dollar Shares to be admitted to the Official List and to trading on the London Stock Exchange from the same date.
Following conversion of the U.S. Dollar C Shares, the General Pool Shares in issue are expected to consist of the following:
·; 543,253,358 U.S. Dollar Shares trading under ticker CIFU
The number of voting rights in the Company immediately following Conversion is expected to be 543,253,358.
The new U.S. Dollar Shares arising on Conversion will rank pari passu with, and will have the same rights as, the U.S. Dollar Shares of the Company already in issue. For the avoidance of doubt, the holders of U.S. Dollar C Shares will not be entitled to the dividend declared on 21 November 2012 in respect of U.S. Dollar Shares for the period 1 October 2012 to 31 October 2012. Furthermore, the Board is not recommending a dividend in respect of U.S. Dollar C Shares for the same period. Following Conversion the new U.S. Dollar Shares arising will rank equally for dividends with existing U.S. Dollar Shares.
The Directors will now only consider further issues of Shares up to 31 May 2013 of up to $50 million, to satisfy demand and/or where an attractive investment opportunity requires funding. Thereafter, any new fund raisings will be only undertaken with the approval of Shareholders through an ordinary resolution or otherwise subject to an annual limit of 10 per cent. of the issued share capital of the Company, as approved by ordinary resolution of Shareholders at the Company's annual general meeting.
Terms defined in the Prospectus shall have the same meaning in this Announcement except where otherwise stated.
For further information please contact:
GSO Capital Partners International LLP | |
Mark Moffat | +44 (0)20 7451 4000 |
N+1 Singer |
+44 (0)20 7496 3000 |
James Maxwell | |
Dexion Capital plc | |
Ravi Anand | +44 (0)20 7832 0981 |
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. The actual principal and income in any particular case will be determined by the cash flows received.
This document is issued and has been approved for the purposes of Section 21 Financial Services and Market Act 2000 ("FSMA") by the Manager, which is authorised and regulated by the Financial Services Authority in the United Kingdom. It does not constitute an invitation and should not be taken as an inducement to engage in any investment activity and is for the purpose of providing information about the Manager and certain Manager's Affiliates only. It may not be relied upon and should not be used for the purpose of making any investment decision. This document and the information contained herein is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia or Japan or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. It does not constitute or contain an offer of, or the solicitation of an offer to buy or subscribe for, securities for sale anywhere in the world, including in or into the United States, Canada, Australia or Japan. This document is being furnished to you solely for your information and no recipient may forward, reproduce, distribute, or make available in whole or in part, this document (directly or indirectly) to any other person. The distribution of this document in certain jurisdictions may be restricted by law and recipients of this document should inform themselves about and observe any such restrictions and other applicable legal requirements in their jurisdictions. Accordingly, recipients represent that they are able to receive this document without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business. By accepting this document, you agree to be bound by the foregoing limitations.
This document has been prepared by Carador Income Fund PLC ("Carador") and is the sole responsibility of Carador. 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 Carador, GSO Capital Partners International LLP ("GSOCPI") 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 GSOCPI nor any of its respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to Carador 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.
Carador has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of that Act. The securities described in this document have not been and will not be registered under the Securities Act, or the laws of any state of the United States. Consequently, such securities may not be offered, sold or otherwise transferred within the United States or to or for the account or benefit of U.S. persons (as such term is defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, applicable state laws and under circumstances which will not require Carador to register under the Investment Company Act. No public offering of the securities is being made in the United States. If you are in the United States and are not either (a) a "qualified institutional buyer" (as defined in Rule 144a under the Securities Act) who is also a "qualified purchaser" (as defined in Section 2(a)(51) of the Investment Company Act) for purposes of Section 3(c)(7) of the Investment Company Act; or (b) an "accredited investor" (as defined in Rule 501 of the Securities Act) who is either a qualified purchaser or an eligible Investment Company Act investor, you should not open this document and should destroy it.