GLIF.L Regulatory News (GLIF)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN, JERSEY OR ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO.

Neither this Announcement nor any part of it constitutes an offer or invitation to underwrite, an offer to sell or issue or the solicitation of an offer to buy, subscribe or acquire any new ordinary shares in any jurisdiction in which any such offer or solicitation would be unlawful and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such publication or distribution would be unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (as amended), under the securities legislation of any state of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa.

23 February 2015

GLI Finance Limited

("GLI" or the "Company")

Proposed Placing

GLI, a specialist provider of finance to small and medium sized enterprises, is pleased to announce a placing of up to 34,500,000 new ordinary shares ("Placing Shares") at a price of 58 pence per Placing Share. The Placing is subject to Shareholder approval.

Highlights

· Placing of up to 34,500,000 Placing Shares at 58 pence per Placing Share. The Placing is being conducted through an accelerated bookbuild managed by Panmure Gordon (UK) Limited.

· Placing Price of 58 pence per share represents a discount of 7.4 per cent. to the closing mid-market price on 20 February 2015 (being the latest practicable date prior to the date of this Announcement) and a premium of 13.7 per cent. to the Company's unaudited NAV per Share as at 31 December 2014.

· Proceeds of the Placing will be used to provide additional development capital for the Group's platform investments and enable expansion of the lending activities of GLI's family of platform businesses.

The Placing is conditional, inter alia, on approval by Shareholders at an Extraordinary General Meeting to be held on or around 16 March 2015 and on the Admission of the Placing Shares to trading on AIM.

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement. It is envisaged that the Bookbuild will be closed tomorrow, 24 February 2015. Members of the public are not eligible to take part in the Placing.

A circular to Shareholders, including a notice convening the Extraordinary General Meeting, will be despatched shortly and will also be available on the Company's website at www.glifinance.com.

GLI Finance Chief Executive Officer, Geoff Miller, said:

"The funds raised from the Placing will enable the Group to provide additional capital for the ongoing development of its family of platform businesses, as well as for further direct investment in loans originated by those platforms as deal flow continues to increase. Now that all the building blocks are in place, the Board believes that 2015 can be a breakthrough year for the Company and see the business becoming the diversified player in the alternative finance sector."

Enquiries

GLI Finance Limited

Geoffrey Miller

+1 203 916 0003

+44 7408 830719

Panmure Gordon (Nominated Adviser and Corporate Broker)

Dominic Morley

+44 (0)20 7886 2954

Peter Steel

+44 (0)113 357 1152

Tom Salvesen

+44 (0)20 7886 2904

Camarco (PR Advisor)

Ed Gascoigne-Pees

+44 (0)203 757 4984

+44 (0)788 400 1949

Hazel Stevenson

+44 (0)203 757 4989

+44 (0)798 600 9720

About GLI Finance

GLI Finance is a specialist provider of finance to small and medium sized enterprises and is quoted on the AIM market of the London Stock Exchange (ticker GLIF). The loans are provided to SMEs through a variety of finance platforms in which GLI Finance has an equity stake.

The platforms in which GLI Finance is invested vary by geography, industry, size of lending and by type of lending. They include global trade finance, UK and US SME lending, offshore lending, UK invoice discounting, European invoice discounting, supply chain finance and UK property-backed lending.

GLI Finance Limited

("GLI" or the "Company")

Proposed Placing

Introduction

GLI is pleased to announce a Placing of up to 34,500,000 new ordinary shares at a price of 58 pence per Placing Share.

The Placing is being conducted, subject to the satisfaction of certain conditions, through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement. It is envisaged that the Bookbuild will close tomorrow, 24 February 2015. Members of the public are not eligible to take part in the Placing.

The exact number of Placing Shares to be placed will be determined by the Company and Panmure Gordon at the close of the Bookbuild and will be announced by the Company shortly thereafter. The timing of the closing of the Bookbuild and allocations are at the discretion of the Company and Panmure Gordon.

Relevant Persons who wish to subscribe for Placing Shares will be required to enter into a placing letter with Panmure Gordon in which they will be required to provide certain representations and warranties to Panmure Gordon including, without limitation, that they are Qualified Investors. Any persons who are unable to provide such representations and warranties should not apply for Placing Shares and the offer of Placing Shares pursuant to the Placing is not being made to them. If you are in any doubt you should seek professional advice before taking any further action in respect of the Placing.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu with the existing ordinary shares in the capital of the Company.

The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and Panmure Gordon (the "Placing Agreement") becoming unconditional and not being terminated.

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that trading in the Placing Shares will commence on AIM at 8.00 a.m. on 17 March 2015.

An application has been made to the Jersey Financial Services Commission (the "Commission") for consent to the Company to circulate in Jersey an offer for subscription, sale or exchange of its ordinary shares pursuant to Article 8(2) of the Control of Borrowing (Jersey) Order 1958. The Commission is protected by the Control of Borrowing (Jersey) Law 1947 against liability arising from the discharge of its functions under that law. It must be distinctly understood that, in giving the Consent the Commission takes no responsibility for the financial soundness of the Company or for the correctness of any statements made, or opinions expressed, with regard to it.

Background to and reasons for the Placing

Overview

The Company has, over the past few years, established itself as a leading player in the rapidly growing alternative finance sector. This shift in strategic focus began in 2011 with the acquisition of Asset Management Investment Company plc and the internalisation of the management, and accelerated in 2012 with the acquisition of BMS Finance. The Company has since made equity and debt investments in 15 further alternative lending platforms totalling £56.2 million across a variety of asset classes. In 2014, the Company added eleven platforms into its portfolio, including the acquisition of the entire issued share capital of Sancus for total consideration of £37.75 million completed in December 2014. The acquisition of Sancus provides the Group with in-house loan origination and underwriting capability. During 2014, the Company also sold its remaining direct CLO investments and plans, over time, to sell its shareholding in Fair Oaks Income Fund, valued at $35m as at the date of this Announcement.

During 2014, the Company strengthened the management team. In addition to Chief Executive Geoff Miller and Chief Financial Officer Emma Stubbs, Marc Krombach joined as Managing Director, Louise Beaumont as Head of Marketing and Public Affairs and Andrew Whelan became Director of Lending after the acquisition of Sancus. Two members of the executive management team also joined the Board, with Emma Stubbs appointed a Director in September 2014 and Andrew Whelan joining the Board in December 2014. The acquisition of Sancus also brought additional managerial resource into the Group, with all critical functions having now been internalised.

Through its family of platforms, the Company is now a provider of finance to SMEs across three continents, with interests in eight platform companies in the UK, one in Jersey, two in Continental Europe, four in the USA and one in Africa. Momentum is building in terms of substantial deal flow originated by certain of the Group's platforms and there is the potential for this to be financed by third party capital, in addition to the Company's own balance sheet. The Board believes that applying this third party capital to loan investment through the platforms could provide the basis for adding significant value to the platforms and bring additional revenues into the business.

As announced on 17 February 2015, the Company has applied to the Guernsey Financial Services Commission to change its regulatory status from authorised closed-ended collective investment scheme to that of a non-regulated financial services business.

Market background and opportunity

Independent research (Nesta: University of Cambridge, Understanding Alternative Finance, The UK Alternative Finance Industry Report 2014) indicated that the alternative finance market in the UK was expected to grow to £1.7 billion in 2014, an increase of 161 per cent. compared with the prior year and representing approximately two per cent. of bank lending in the UK. Alternative finance accounts for 25 per cent. of all lending to SMEs; however the British Business Bank is targeting increasing this to 50 per cent. of such lending, of which online lending forms an important part.

Other recent market developments include some of the mainstream banks beginning to formalise relations with online platforms, interest from other jurisdictions to work with established platforms in the UK and US as well as the emergence of neutral portals as an additional source of finance for SMEs.

Interest from mainstream investment institutions is also growing in the area, albeit there are a limited number of means by which investors can gain exposure to the alternative finance sector. The investment community's interest in the sector is demonstrated by the IPOs on the NYSE of US-based companies Lending Club and On Deck Capital and P2P Global Investments PLC in the UK. The Board believes that further IPOs are likely over the next twelve months, reinforcing the argument that there is strong investor support for this growing asset class.

The Board believes that further momentum will be generated for the alternative finance industry, following confirmation from the Chancellor of the Exchequer in the 2014 Autumn Statement that peer-to-peer lending would be an ISA-eligible investment. Other legislative support for the industry in the UK includes the requirement under the Small Business, Enterprise and Employment Bill, introduced in June 2014, for banks that reject funding applications from SMEs to refer them to alternative finance providers.

The Board welcomes the increased attention paid to the industry by home state regulators such as the FCA, covering areas such as platform capital adequacy and the requirement for platforms to provide clear explanations of products to lenders and borrowers alike. GLI and its family of platforms will maintain an active dialogue with the FCA on forming the shape of the future legislative environment, in advance of the FCA's 2016 regulatory review.

Growth strategy

The Board believes that the recent programme of investment in a broad range of platforms provides the Group with diversification by geography, duration and asset type. This also provides the Group with breadth and depth of market knowledge and deal flow and highly differentiated origination capability, with the potential to cross-refer opportunities across the platforms as well as roll out the platforms into other jurisdictions. The Board also believes that the platforms are beginning to benefit from shared learnings and access to shared resources at the GLI level. The Board believes that all of these attributes would be difficult for a new entrant to the market to replicate.

GLI is also seeking to source capital from third parties and, as announced on 17 February 2015, the Board is exploring the possible flotation of an independent investment company (the "Fund") in response to investor demand. The Fund would invest in a diversified portfolio of loans to SMEs originated principally by the Company's family of lending businesses. The Board believes that this would enable GLI to capitalise on the depth of expertise that exists in-house in areas such as credit analysis and assessment of underwriting risk.

The Fund's aim would be to provide investors with access to the fast expanding alternative finance market, leveraging GLI's position in terms of its experience, knowledge and day to day involvement as one of the broadest investors in the alternative finance sector.

The Fund would target a high single digit yield for investors, whilst providing GLI with further scalable origination and revenue-generating capability.

Use of Placing proceeds

The Board will use the net proceeds from the Placing to fund further growth in the loan books of the platforms as well as for direct investment by the Group in loans originated by the platforms. The Board will also use the proceeds from the Placing to repay certain loans and to provide further equity for the platforms, enabling them to build their business development capabilities, develop and introduce further new products and expand into new jurisdictions.

Current trading

As announced on 17 February 2015, the Company's unaudited NAV per Share as at 31 December 2014 was 51.00p, an increase of 5.5% from the unaudited NAV per Share of 48.32p as at 30 September 2014. The increase was driven by an uplift in the valuation of the Company's shareholdings in its platforms.

Financial strategy

The Board is targeting growth in the Group's cash dividend cover through net interest generated by its loan portfolio in addition to potential revenues from the Fund. The additional income generated from the Fund would, ultimately, reduce the requirement of the Group to continue to finance expansion of the platforms' loan books through continued equity issuance by GLI. The Board will also seek to grow overall return on equity through growth in platform equity exceeding the weighted average cost of debt and ZDPs, currently 8.1 per cent.

At 31 December 2014, the Company's unaudited gross assets were £132 million, funded by balance sheet equity of £88 million, ZDPs in issue with accrued value of £20 million and bank and other third party debt of £23 million.

The Group expects to announce its full year results for the year ended 31 December 2014 on or around 26 March 2015.

Extraordinary General meeting

Resolution

The Articles prohibit the issue of Shares for cash without first offering those Shares to existing Shareholders unless such pre-emption rights are disapplied by Shareholders in general meeting. Accordingly, a special resolution will be proposed at the Extraordinary General Meeting to disapply pre-emption rights in respect of up to 34,500,000 Placing Shares proposed to be issued pursuant to the Placing. The Resolution requires 75 per cent. of those members present (whether in person or by proxy) and voting to vote in favour of it, in order for it to be passed.

Shareholder circular

A notice convening the Extraordinary General Meeting of the Company, which is to be held at Sarnia House, Le Truchot, St. Peter Port, Guernsey GY1 4NA at 11.00 a.m. on 16 March 2015, will be set out at the end of the circular to be sent to Shareholders on or around 24 February 2015.

Expected Timetable

References to times in this document are to times in London, England unless otherwise stated. The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a regulatory information service.

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

Panmure Gordon (UK) Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in connection with the matters described in this announcement. Persons receiving this announcement should note that Panmure Gordon (UK) Limited will not be responsible to anyone other than the Company for providing the protections afforded to customers of Panmure Gordon (UK) Limited, or for advising any other person on the arrangements described in this announcement. 

Panmure Gordon (UK) Limited has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Panmure Gordon (UK) Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any information.

No representation or warranty, express or implied, is made by Panmure Gordon (UK) Limited as to the accuracy, completeness or verification of the information set out in this announcement, and nothing contained in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Panmure Gordon (UK) Limited do not assume any responsibility for its accuracy, completeness or verification and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or any such statement.

If you are in any doubt about the contents of this announcement you should consult your accountant, legal or professional adviser or financial adviser. It should be remembered that the price of securities and the income from them can go up as well as down. 

The Placing will only be available to investors who are resident in the United Kingdom, Guernsey or Jersey.

In the United Kingdom, members of the public are not invited to participate in and are not eligible to take part in the Placing. Participation in the Placing is limited at all times to persons who are (i) investment professionals within the meaning of paragraph (5) of Article 19, certified high net worth individuals within the meaning of paragraph (2) of Article 48 or high net worth companies or unincorporated associations within the meaning of paragraph (2) of Article 49, of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S1 2005/1529); and (ii) qualified investors within the meaning of section 86(7) of Financial Services and Markets Act 2000 (all such persons together being referred to as "relevant persons"). Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment, or investment activity to which this announcement relates is available only in the United Kingdom to relevant persons and will be engaged in only with relevant persons. By receiving this announcement and not returning it, you are deemed to warrant to the Company and Panmure Gordon (UK) Limited that you fall within the categories of person described above.

No Ordinary Shares have been offered or sold or will be offered or sold to persons in the United Kingdom prior to publication of this announcement except in circumstances which have not resulted in an offer to the public in the United Kingdom within the meaning of section 102B of the FSMA.

This announcement is only addressed to, and the Placing is only directed at, persons in member states of the European Economic Area ("EEA") who are "qualified investors" within the meaning of Article 2(1) (e) of the Prospectus Directive ("Qualified Investors"). This announcement must not be acted on or relied upon in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available, in any member state of the EEA, only to Qualified Investors, and will be engaged in only with such persons. This announcement has been prepared on the basis that all offers of Placing Shares will be made pursuant to any exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of Placing Shares. Accordingly, any person making or intending to make any offer within the EEA of or for Ordinary Shares which are not the subject of the Placing contemplated in this announcement should only do so in circumstances in which no obligation arises for the Company or Panmure Gordon (UK) Limited to produce a prospectus for such Placing. Neither the Company nor Panmure Gordon (UK) Limited has authorised, nor do they authorise, the making of any offer of Ordinary Shares through any financial intermediary, other than offers made by Panmure Gordon (UK) Limited which constitute the final placement of Ordinary Shares contemplated in this announcement.

 In the case of any Placing Shares being offered to a financial intermediary as that term is used and defined in section 86(7) of the Financial Services and Markets Act 2000, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the Placing Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Placing Shares to the public other than their offer or resale in a relevant member state to qualified investors as so defined or in circumstances in which the prior consent of the Company and Panmure Gordon (UK) Limited has been obtained to each such proposed offer or resale. Each of the Company and Panmure Gordon (UK) Limited and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares (i) in any jurisdiction in which such offer, invitation or solicitation is not authorised; (ii) in any jurisdiction in which the person making such offer, invitation or solicitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer, invitation or solicitation or invitation. The distribution of this announcement and the offer of the Placing Shares may be restricted by law. Persons into whose possession this announcement comes must therefore inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this announcement may not be distributed, forwarded to or transmitted in, into or from the United States, Australia, Canada, Japan, South Africa or to any US person. Any person within the United States and any US person who obtains a copy of this announcement must disregard it.

No public offering of the Placing Shares is being made in any jurisdiction. No action has been or will be taken by the Company or Panmure Gordon (UK) Limited that would permit the offer of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The offer of the Placing Shares has not been, nor will they be, registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. In addition, the Company has not been, and will not be, registered under the Investment Company Act, and investors will not be entitled to the benefits of that Act. The Placing Shares may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any US person. In connection with the Placing, the Placing Shares are being offered and sold only outside the United States to, and for the account or benefit of, non-US persons in "offshore transactions" within the meaning of, and in reliance on the exemption from registration provided by, Regulation S under the Securities Act.

Copies of this announcement will be available free of charge at the registered office of the Company during usual business hours on any day (Saturdays, Sundays and public holidays excepted) from the date of this document for a period of 14 days or until Admission, whichever is the longer period.

Forward-looking statements

All statements in this announcement other than statements of historical fact are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company and/or Directors concerning, among other things, the trading performance, results of operations, financial condition, liquidity, prospects and dividend policy of the Company. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, result of operations, financial condition, liquidity and dividend policy may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the performance, results of statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to, changes in economic conditions generally; changes in interest rates and currency fluctuations; impairments in the value of the Company's assets; legislative/regulatory changes; changes in taxation regimes; the availability and cost of capital for future expenditure; the availability of suitable financing; the ability of the Group to retain and attract suitably experienced personnel and competition within the industry. Prospective investors should specifically consider the factors identified in this announcement which could cause actual results to differ before making an investment decision.