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1 Feb 2016 09:34
TWENTYFOUR INCOME FUND - Publication of Prospectus - Additional InformationTWENTYFOUR INCOME FUND - Publication of Prospectus - Additional Information
PR Newswire
London, February 1
The information in this announcement is restricted and is not for publication, release or distribution directly or indirectly in or into or from the United States, Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan.
1 February 2016
TwentyFour Income Fund Limited(the “Company”)
PUBLICATION OF PROSPECTUS ADDITIONAL INFORMATION
Further to the announcement this morning, relating to the publication of the prospectus, the Board of TwentyFour Income Fund Limited announces further detail relating to the Open Offer of New Ordinary Shares of 1p each.
On and subject to the terms and conditions of the Open Offer, as set out in Part 14 of the Prospectus, Qualifying Shareholders are being given the opportunity to apply for any amount of New Ordinary Shares at the Issue Price, payable in full on application and free of all expenses, up to a maximum of their Open Offer Entitlement which shall be calculated on the basis of:
1 New Ordinary Shares for every 3 Ordinary Share held on the Record Date registered in the name of each Qualifying Shareholder on the Record Date
The Issue Price per 1 New Ordinary Share will be:
calculated as (A) the blended average of (i) the NAV per Ordinary Share on 29 February 2016, less an amount equal to the Final Interim Dividend per Ordinary Share, multiplied by the aggregate number of Ordinary Shares in respect of which Realisation Elections are validly made, and (ii) a 2 per cent. premium to NAV per Ordinary Share a on 29 February 2016, less an amount equal to the Final Interim Dividend per Ordinary Share multiplied by the number of Ordinary Shares issued under the Issue in excess of the number of Ordinary Shares in respect of which Realisation Elections are validly made and (B) dividing such blended average by the number of New Ordinary Shares issued under the Issue; and assuming that 200,000,000 New Ordinary Shares are issued under the Issue, the NAV per Ordinary Share at the latest published date immediately preceding the Reorganisation Date, less an amount equal to the Final Interim Dividend per Ordinary Share if £1 and Realisation Elections are validly made in respect of 100,000,000 Ordinary.Further information regarding the Issue Price is provided in paragraph 6 of Part 7 of this Prospectus.
Qualifying Shareholders who take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional New Ordinary Shares in excess of their Open Offer Entitlement. The Excess Application Facility, will comprise whole numbers of New Ordinary Shares under the Open Offer which are not taken up by Qualifying Shareholders pursuant to their Open Offer Entitlements.
| Open Offer Entitlement ISIN SEDOL | GG00BDGN5Y21 BDGN5Y2 |
| Excess Open Offer Entitlement ISIN SEDOL | GG00BDGN5Z38 BDGN5Z3 |
Unless otherwise defined, capitalised words and phrases used in this announcement shall have the meaning given in the Prospectus.
Contact details
For further information, please contact:
| Numis Securities Limited Nathan Brown Hugh Jonathan | +44 (0)20 7260 1000 |
| TwentyFour Income Fund Limited John Magrath Alistair Wilson | +44 (0)20 7015 8900 |
Important Notice
This Announcement has been prepared for information purposes only, it is not a prospectus. Recipients of this Announcement who are considering acquiring New Ordinary Shares in the Company in connection with the Issue and the Placing Programme are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus and any supplementary prospectus(es) thereto which may be different from the information contained in this Announcement. This Announcement does not constitute or form part of and may not be construed as an offer to sell, or an invitation to purchase, 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 any investment opportunity. In particular, an investment in the Company involves a high degree of risk and prospective investors should read the section in the Prospectus entitled "Risk Factors" for further information.
Any data on past performance, modelling or back-testing contained herein is no indication as to future performance and there can be no assurance that targeted or projected returns will be achieved, that the Company will achieve comparable results or that the Company will be able to implement its investment strategy or achieve its investment objectives. All opinions and estimates are given as of the date hereof and are subject to change. The value of any investment may fluctuate as a result of market changes.
Ordinary Shares have not been and will not be registered under the U.S. 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 the New Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons. There will be no public offer of the New Ordinary Shares in the United States. Subject to certain exceptions, the New Ordinary Shares are being offered and sold only outside the United States to persons who are not U.S. Persons in reliance on the exemption from registration provided by Regulation S under the Securities Act.
Moreover, the Company has not been and will not be registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and investors will not be entitled to the benefits of the Investment Company Act. The New Ordinary Shares and any beneficial interests therein may only be transferred in an offshore transaction in accordance with Regulation S (i) to a person outside the United States and not known by the transferor to be a U.S. Person, by prearrangement or otherwise; or (ii) to the Company or a subsidiary thereof.
The distribution of this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis that would permit an offering of any Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required,. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.
Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
The information contained in this Announcement is subject to change without notice and neither the Company nor Numis assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.