17 Sep 2015 07:00
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND.
17 September 2015
SQN Asset Finance Income Fund Limited
Proposed Placing, Open Offer and Offer for Subscription
On 5 June 2015, the Board of SQN Asset Finance Income Fund Limited (the "Company") announced that, following the heavily oversubscribed placing of £30 million ordinary shares in the Company ("Ordinary Shares") under the Company's placing programme, the Company expected to undertake a larger fundraising in Q3/Q4 2015, by way of a C share issue.
Since this announcement, the pipeline of opportunities has continued to grow and therefore, after due consideration, the Board is pleased to announce that the Company intends to undertake a placing, open offer and offer for subscription of up to 180 million new C Shares of no par value in the capital of the Company ("C Shares") at 100 pence per C Share (the "Issue"). The Company expects to publish a prospectus pursuant to the Issue (the "Prospectus") shortly.
Placing, Open Offer and Offer for Subscription
The Issue is being implemented by way of a Placing, Open Offer and Offer for Subscription. The inclusion of an Open Offer ensures that approximately 50 per cent. of the total number of C Shares available under the Issue will first be made available to existing shareholders.
Under the Open Offer, existing shareholders are entitled to subscribe for up to an aggregate of 89,492,753 C Shares pro rata to their holdings of existing Ordinary Shares on the basis of 1 C Share for every 2 Ordinary Shares.
The balance of C Shares to be made available under the Issue, together with any C Shares not taken up pursuant to the Open Offer, will be made available under the Excess Application Facility, the Placing and the Offer for Subscription.
Benefits of the Issue
The Board believes that the Issue has the following principal benefits for existing shareholders:
• the inclusion of an Open Offer ensures that approximately 50 per cent. of the total number of C Shares available under the Issue will first be made available to existing shareholders which allows existing shareholders to increase the size of their investment;
• any C Shares not taken up under the Open Offer will be made available under the Excess Application Facility, the Placing and Offer for Subscription, thereby enabling existing shareholders to subscribe for more than their Open Offer Entitlement whilst also enabling the Company to attract new investors, thereby diversifying its shareholder base;
• provides new C Shares which will help meet investor demand for investment in the Company which cannot be met in the secondary market, as reflected by the prevailing premium to NAV at which the Ordinary Shares currently trade;
• an increase in the market capitalisation of the Company which can be expected to improve market liquidity of the Ordinary Shares following conversion. This may enhance the marketability of the Company and may result in a broader investor base over the longer term;
• an increase in assets will allow the Company to make a larger number of investments which will potentially allow for greater diversification within the Company's portfolio; and
• provides a larger equity base over which the fixed costs of the Company may be spread, thereby reducing the Company's ongoing charges ratio.
Extraordinary General Meeting
The Company will shortly be posting a Prospectus to shareholders along with a notice to convene an extraordinary general meeting in order to obtain shareholders' approval for the grant of authority to allot C Shares and the disapplication of pre-emption rights in connection with the implementation of the Issue.
Admission and dealings
Applications will be made to the London Stock Exchange and to the UKLA for up to 180 million C Shares to be admitted to trading and to listing, respectively. It is expected that admission will become effective, and that dealings in the C Shares will commence on 9 November 2015.
Winterflood Securities Limited is acting as sole sponsor, financial adviser and bookrunner to the Company.
Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Prospectus.
For further information please contact:
Winterflood Securities Limited
Andrew Marshall
Neil Langford
Chris Mills
Telephone: 020 3100 0000
The content of this announcement, which has been prepared by and is the sole responsibility of SQN Asset Finance Income Fund Limited (the "Company"), has been approved by Winterflood Securities Limited ("Winterflood") solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000 (as amended).
This announcement is an advertisement. It does not constitute a prospectus relating to the Company and 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 shares in the Company 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 or act as any inducement to enter into, any contract therefor.
Recipients of this announcement who are considering acquiring shares in the Company following publication of the Prospectus are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this announcement.
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.
The shares of the Company have not been, nor will they be, registered under the US Securities Act of 1933, as amended or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan, the Republic of South Africa or New Zealand. Further, the Company will not be registered under the US Investment Company Act of 1940, as amended. Subject to certain exceptions, the shares of the Company may not be offered or sold in any member state of the EU other than the United Kingdom, the United States of America, Canada, Australia, Japan, the Republic of South Africa or New Zealand or to or for the account or benefit of any national, resident or citizen of any member state of the EU other than the United Kingdom, Canada, Australia, Japan, the Republic of South Africa or New Zealand or any person located in the United States. The Issue and 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 may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company financial position, strategy, plans, proposed acquisitions 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 formal Prospectus. These forward-looking statements speak only as at the date of this announcement. The Company, the Investment Managers and Winterflood expressly disclaim 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 the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.