29 Aug 2018 17:27
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY OTHER PERSON, WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION.
Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information that is contained in the prospectus (the "Prospectus") published by Funding Circle SME Income Fund Limited (the "Company") in connection with any offering under the share issuance programme of C shares and/or ordinary shares (the "Shares") (the "Share Issuance Programme") and the admission of the Shares issued pursuant to an issue under the Share Issuance Programme to trading on the Main Market of London Stock Exchange plc (the "London Stock Exchange") ("Admission"). Copies of the Prospectus will, following publication, be available at the Company's registered office and made available for viewing at the National Storage Mechanism at http://www.hemscott.com/nsm.do.
THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED BY NUMIS SECURITIES LIMITED SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). NUMIS SECURITIES LIMITED IS AUTHORISED AND REGULATED IN THE UNITED KINGDOM BY THE FINANCIAL CONDUCT AUTHORITY. NUMIS SECURITIES LIMITED IS ACTING FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE SHARE ISSUANCE PROGRAMME AND ADMISSION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF NUMIS SECURITIES LIMITED OR FOR AFFORDING ADVICE IN RELATION TO ANY TRANSACTION OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT.
Guernsey, 29 August 2018
Funding Circle SME Income Fund Limited
(the "Company")
Publication of Prospectus
Funding Circle SME Income Fund Limited (the "Company") is pleased to announce the publication of a prospectus (the "Prospectus") in relation to potential issues of new Ordinary Shares and/or C Shares by way of a twelve month share issuance programme (the "Share Issuance Programme").
The Prospectus has been approved by the UK Listing Authority and is available at http://fcincomefund.com and will shortly be made available for inspection at The National Storage Mechanism at www.morningstar.co.uk/uk/NSM.
Numis Securities Limited ("Numis") is acting as sole sponsor in relation to the publication of the Prospectus and global co-ordinator and bookrunner in relation to the Share Issuance Programme. Investors interested in participating in the Share Issuance Programme should contact their usual contact at Numis. Any purchase of Ordinary Shares or C Shares in the Share Issuance Programme should be made solely on the basis of the information contained in the Prospectus (and any supplementary prospectus produced to supplement the information contained in this Prospectus).
CONTACTS
Richard Boleat, Chairman
+44 (0) 1534 615 656
Richard.Boleat@fcincomefund.com
Sanne Group (Guernsey) Limited
Secretary and Administrator
FundingCircle@sannegroup.com
+44 (0) 1481 739810
Media Contact
David de Koning
Natasha Jones
+44 (0) 20 3667 2245
press@fundingcircle.com
Numis Securities Limited
Nathan Brown
+44 (0) 207 260 1426
n.brown@numis.com
Investor Relations
ir@fcincomefund.com
Website
www.fcincomefund.com
RELATED PARTY TRANSACTION
The Prospectus discloses pursuant to LR 11.1.10 that the Company has entered into a further servicing agreement with Funding Circle Limited ("Funding Circle") in order to invest indirectly in additional UK credit assets originated by Funding Circle. The terms of this further agreement substantially replicate those previously entered into by the Company and Funding Circle.
DEALING CODES
The ISIN number of the Ordinary Shares is GG00BYYJCZ96, the SEDOL code is BYYJCZ9 and the TIDM is FCIF.
The ISIN number of the first class of C Share to be issued pursuant to the Share Issuance Programme will be GG00BG5KMP50, the SEDOL code will be BG5KMP5 and the TIDM will be FCIC.
The LEI number of the Company is 549300ZQIYQVNIZGOW60.
ABOUT FUNDING CIRCLE SME INCOME FUND
The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2015 issued by the Guernsey Financial Services Commission (''GFSC'').
The Company's investment objective is to provide shareholders with a sustainable and attractive level of dividend income, primarily by way of investment in Credit Assets as defined in the Company's Prospectus.
The information required to be disclosed by Article 23 of Directive 2011/61/EU on Alternative Investment Fund Managers (and any implementing legislation or regulations thereunder) can be found on the Company's website (http://fcincomefund.com/documents).
IMPORTANT NOTICES
(1) As defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended).
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in connection with the Share Issuance Programme and Admission.
The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.
The information contained in this announcement is for background purposes only and does not purport to be full or complete and may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed by any person for any purposes whatsoever on this announcement, or its accuracy, fairness or completeness.
Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
The information contained in this announcement is provided as at the date of this announcement and is subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, Funding Circle Limited, Numis Securities Limited or any of their respective affiliates or by any of their respective officers, employees or agents in relation to it.
The Company has a limited operating history and investors have a limited basis on which to evaluate the Company's ability to achieve its investment objective. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.
This announcement has not been approved by any competent regulatory or supervisory authority.
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.
Each of the Company, Funding Circle Limited and Numis Securities Limited and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Each of the Company, Funding Circle Limited and Numis Securities Limited and their respective affiliates, officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Share Issuance Programme. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Share Issuance Programme for the person concerned.
This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction 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 does not constitute a recommendation regarding any securities.
Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed directly or indirectly to US Persons (as defined below) or in the United States, Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute an offer of securities to the public in the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction. Persons into whose possession this announcement comes should observe all relevant restrictions.
The Company has not been and will not be registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"), and as such investors will not be entitled to the benefits of the Investment Company Act. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the Securities Act ("US Persons"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not require the Company to register under the Investment Company Act. There has been and will be no public offer of the securities referred to herein in the United States, Australia, Canada, South Africa or Japan.
This announcement and any offer if made subsequently is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. Outside the United Kingdom, this announcement and any offer if made subsequently is directed only at professional investors in the following member states: Ireland (together with the United Kingdom, the "Eligible Member States"). The Company has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State. The attention of all prospective investors is drawn to disclosures required to be made under the AIFMD which are set out on the Company's website (including as set out in its most recent prospectus and annual report and accounts), which will also set out (if applicable) any periodic updates required under the rules in the FCA's Handbook (FUND 3.2.5R and 3.2.6R).
Numis Securities Limited ("Numis") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Numis is acting for the Company and no one else in connection with the Share Issuance Programme and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Numis or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. Numis is not responsible for the contents of this announcement or the Prospectus. This does not exclude any responsibilities which Numis may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter.
In connection with the Share Issuance Programme, Numis and any of its affiliates, may take up a portion of the shares in the Share Issuance Programme as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Share Issuance Programme or otherwise. Accordingly, references in the Prospectus, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Numis and any of its affiliates acting in such capacity.
In addition Numis and any of its affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Numis and any of its affiliates may from time to time acquire, hold or dispose of shares. Numis does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Information to distributors
PRIIPs Regulation
In accordance with the Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and its implementing and delegated acts (the "PRIIPs Regulation"), a key information document in respect of the Ordinary Shares has been prepared by the Company and is available to investors at www.fcincomefund.com. The Company will make available in due course a key information document in relation to the Shares to be issued pursuant to Share Issuance Programme as required under the PRIIPs Regulation.
If you are distributing the Shares, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".
The Company is the only manufacturer of the Shares for the purposes of the PRIIPs Regulation and none of Numis and Funding Circle Limited are manufacturers for these purposes. None of Numis and Funding Circle Limited makes any representations, express or implied, or accepts any responsibility whatsoever for the contents of the key information documents prepared by the Company nor accepts any responsibility to update the contents of the key information documents in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such key information documents to future distributors of Shares. Each of Numis and Funding Circle Limited and their respective affiliates accordingly disclaim all and any liability whether arising in tort or contract or otherwise which it or they might have in respect of the key information documents prepared by the Company.