26 May 2017 07:00
26 May 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL UNDER APPLICABLE SECURITIES LAWS.
This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, shares in any jurisdiction. This announcement is neither an advertisement nor a prospectus. Any investment in any shares referred to in this announcement must be on the basis of the information contained in the prospectus published by Hadrian's Wall Secured Investments Limited on 2 May 2017 (the "Prospectus") and not in reliance on this announcement or any other document or announcement. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company, on the Company's website or via the National Storage Mechanism. This announcement does not constitute and may not be construed as an offer to sell or an invitation to purchase investments of any description, a recommendation or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
Hadrian's Wall Secured Investments Limited
Results of C Share Placing and Offer for Subscription
Hadrian's Wall Secured Investments Limited (the "Company") is pleased to announce that it has successfully raised £45.2 million through the Initial Placing and the Initial Offer for Subscription (the "Initial Issue") of C shares of no par value in the Company (the "C Shares"). In total, applications were accepted in respect of 45,194,862 C Shares, comprising 40,456,862 C Shares under the Initial Placing and 4,738,000 C Shares under the Initial Offer for Subscription. Additionally, since the aggregate gross proceeds of the Offer and the Placing exceeded £40 million, each director of the Company received a one-off additional fee of £7,500, which was satisfied by way of the allotment and issue to the directors of 7,500 fully paid C Shares each (the "Directors' C Share Issue"), a total of 30,000 C Shares. Consequently, in aggregate, 45,224,862 C Shares were allotted in respect of the Initial Issue and the Directors' C Share Issue.
Applications have been made for 45,224,862 C Shares to be admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). Admission is expected to occur at 8.00 a.m. on 31 May 2017.
The proceeds from the Initial Issue will be used to enter into loan transactions in the Company's pipeline and it is expected that these proceeds will be deployed within a period of approximately six to nine months from Admission.
The ticker for the Company's C Shares is HWSC (ISIN: GG00BDD98Q61). The terms and timing of the conversion of the C Shares into Ordinary Shares will be announced in due course.
Winterflood Securities Limited acted as sponsor, sole financial adviser and bookrunner to the Company.
Unless otherwise defined, capitalised terms in this announcement shall have the meaning given to them in the Company's prospectus dated 2 May 2017.
Contact Details
Hadrian's Wall Capital (Investment Adviser)Ron Miao / Mike Schozer Telephone 020 3026 8620
International Fund Management (Investment Manager)Chris Hickling Telephone 01481 737600
Winterflood Investment Trusts (Corporate Broker)Joe Winkley / Neil Morgan Telephone 020 3100 0000
Disclaimer
Accessing this announcement in certain jurisdictions may be restricted by law. Persons accessing this announcement must satisfy themselves that it is lawful to do so under the applicable securities laws of the jurisdiction from which they access this announcement. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.
The value of investments may go down as well as up, and all of the value of an investor's investment in the Company will be at risk. Past performance is not a guide to future performance and the information in this announcement or any documents relating to the issue of the C Shares by the Company (including, without limitation, the Prospectus) cannot be relied upon as a guide to future performance. Persons needing advice should contact a professional adviser.
Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Winterflood or advice to any other person in relation to the matters contained herein.
Neither Winterflood nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to the Company, whether written, oral, or in a visual or electronic form, and howsoever transmitted or made available or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.
This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended.
Neither this announcement nor any copy of it may be taken or transmitted into or distributed in any member state of the European Economic Area (other than the United Kingdom), Canada, Australia, the Republic of South Africa or Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.
This announcement includes "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's investment strategy, plans and objectives are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules, the Market Abuse Regulation or the Disclosure Guidance and Transparency Rules of the FCA.