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RNS Number : 4844T
Carador Income Fund PLC
07 December 2011
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any decision in respect of
Carador or other evaluation of any securities of Carador or any
other entity and should not be considered as a recommendation that
any investor should subscribe for or purchase any such securities.
Neither the issue of this announcement nor any part of its contents
constitutes an offer to sell or invitation to purchase any
securities of Carador or any other entity or any persons holding
securities of Carador.
Carador Income Fund plc
Publication of Prospectus
Carador Income Fund plc (the "Company" or "Carador") today
announces that a prospectus in respect of a proposed placing of
U.S. Dollar C Shares at U.S $1.00 per share and Euro C Shares at
EUR1.00 per share each of no par value with total gross placing
proceeds of up to US$150 million has been filed with and approved
by the Central Bank of Ireland (the "Central Bank") as required by
the Prospectus (Directive 2003/71/EC) Regulations 2005
("Prospectus").
A copy of the Prospectus will shortly be available to view at
the registered office of the Company at 78 Sir John Rogerson's
Quay, Dublin 2, Ireland and at the following locations, subject to
applicable law:
Arthur Cox
Earlsfort Centre
Earlsfort Terrace
Dublin 2
Ireland
Singer Capital Markets Limited
One Hanover Street
London
W1S 1YZ
UK
Dexion Capital plc
1 Tudor Street
London
EC4Y 0AH
Herbert Smith LLP
Exchange House
Primrose Street
London
EC2A 2HS
UK
A copy of the Prospectus will also be submitted to the National
Storage Mechanism where it will shortly be available for viewing at
www.hemscott.com/nsm.do.
In response to demand from investors and in light of the
continued attractive investment environment in the collateralised
loan market ("CLO"), the Directors believe that it is in the best
interests of Shareholders and the Company to raise further monies
by way of the Issue.
The Company's investment objective is to produce attractive and
stable returns with low volatility compared to equity markets by
investing in a diversified portfolio of Senior Notes of CLOs
collateralised by senior secured Bank Loans and equity and
mezzanine tranches of CLOs. The Company seeks to achieve its
investment objective through investment in cashflow CLO
transactions, managed by portfolio managers with proven track
records. It seeks to achieve diversification across asset class,
geography, manager, and maturity profile. Each investment is
collateralised by a diverse pool of fixed income assets. There can
be no guarantee that the Company's investment objective will be
achieved.
Expected Timetable*:
Latest time and date for commitments under 2.00 p.m. on 8 December
the Placing** 2011
--------------------------------------------- -------------------------
Admission of the Shares to the Official 8.00 a.m. on 15 December
List 2011
--------------------------------------------- -------------------------
Dealings in Shares commence 8.00 a.m. on 15 December
2011
--------------------------------------------- -------------------------
Crediting of CREST stock accounts in respect 8.00 a.m. on 15 December
of the Shares 2011
--------------------------------------------- -------------------------
Share certificates despatched Week commencing 26
December 2011
--------------------------------------------- -------------------------
Long stop date for Class C Conversion 15 June 2012
--------------------------------------------- -------------------------
* The dates and times specified above are subject to change
without further notice. References to times are London times unless
otherwise stated.
Terms used and not defined in this announcement will bear the
meaning given in the Prospectus.
Enquiries:
GSO Capital Partners International LLP +44 (0)20 7451 4000
Miguel Ramos-Fuentenebro
Singer Capital Markets Ltd +44 (0)20 3205 7500
James Maxwell
Alan Geeves
Dexion Capital plc +44 (0)20 7832 0900
Ravi Anand
Justin Zawoda Martin
Disclaimer
This announcement has been approved for issue in the United
Kingdom for the purposes of section 21 of the UK Financial Services
and Markets Act 2000 by GSO Capital Partners International LLP
("GSOCPI") which is authorised and regulated by the United Kingdom
Financial Services Authority.
This announcement and the information contained herein is not
for release, publication or distribution, directly or indirectly,
in or into the United States, Canada, Australia or Japan or to any
"U.S. person" as defined in Regulation S under the U.S. Securities
Act of 1933, as amended (the "Securities Act") ("U.S. Person") or
into any other jurisdiction where applicable laws prohibit its
release, distribution or publication. It does not constitute an
offer to sell or a solicitation of offers to buy securities
anywhere in the world, including in or into the United States,
Canada, Australia or Japan. No recipient may distribute, or make
available, this announcement, directly or indirectly, to any other
person. Recipients of this announcement in jurisdictions outside
the UK should inform themselves about and observe any applicable
legal requirements in their jurisdictions. In particular, the
distribution of this announcement may in certain jurisdictions be
restricted by law. Accordingly, recipients represent that they are
able to receive this announcement without contravention of any
applicable legal or regulatory restrictions in the jurisdiction in
which they reside or conduct business.
This announcement has been prepared by Carador and is the sole
responsibility of Carador. No liability whatsoever (whether in
negligence or otherwise) arising directly or indirectly from the
use of this announcement is accepted and no representation,
warranty or undertaking, express or implied, is or will be made by
Carador, GSOCPI, Singer Capital Markets Limited ("Singer"), Dexion
Capital plc ("Dexion") or any of their respective directors,
officers, employees, advisers, representatives or other agents
("Agents") for any information or any of the opinions contained
herein or for any errors, omissions or misstatements. None of
GSOCPI, Singer, Dexion nor any of their respective Agents makes or
has been authorised to make any representation or warranties
(express or implied) in relation to Carador or as to the truth,
accuracy or completeness of this announcement, or any other written
or oral statement provided. In particular, no representation or
warranty is given as to the achievement or reasonableness of, and
no reliance should be placed on any projections, targets, estimates
or forecasts contained in this announcement and nothing in this
announcement is or should be relied on as a promise or
representation as to the future.
This document is an advertisement and does not constitute a
prospectus, offering memorandum, or offer or solicitation to any
person in any jurisdiction to purchase or sell any investment. No
information set out in or referred to in connection with these
materials is intended to form the basis of any contract of sale,
investment decision or any decision to purchase any securities, nor
should such information be construed as providing financial,
investment or other professional advice. These materials should not
be considered by the recipient as a recommendation relating to the
acquisition or disposal of investments. It is recommended that
recipients of these materials seek their own independent legal,
tax, financial and other advice. These materials do not contain
sufficient information to support an investment decision and
investors should ensure that they obtain all available relevant
information before making any investment. Investment decisions
should be based solely on the Prospectus and not on information
contained in these materials. Copies of the prospectus may be
obtained, subject to applicable law, for collection free of charge
from the registered office of the Company. Copies of the prospectus
will also be available, for inspection only, from the National
Storage Mechanism at http://www.hemscott.com/nsm.do.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of Carador. 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. Recipients of this document are
recommended to seek their own independent legal, tax, financial and
other advice and should rely solely on their own judgement, review
and analysis in evaluation Carador, its business and its
affairs.
Carador will not be registered under the U.S. Investment Company
Act of 1940, as amended (the "Investment Company Act") and
investors will not be entitled to the benefits of that Act. The
securities described in this announcement have not been and will
not be registered under the Securities Act, or with any securities
regulatory authority of any state or other jurisdiction of the
United States. Consequently, such securities may not be offered,
sold, resold or delivered, directly or indirectly,within the United
States or to, or for the account or benefit of, U.S. Persons except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act, applicable
state laws and under circumstances which will not require Carador
to register under the Investment Company Act. No public offering of
the securities is being made in the United States.
These materials may include statements that are, or may be
deemed to be, "forward-looking statements". In some cases, such
forward-looking statements can 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. 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,
results of operations, internal rate of return, financial
condition, liquidity, distributions to shareholders and the
development of its financing strategies may differ materially from
the impression created by any forward-looking statements contained
in this document.
Prospective investors should take note that any securities may
not be acquired by investors using assets of (a) an employee
benefit plan (as defined in Section 3(3) of the U.S. Employee
Retirement Security Act of 1974, as amended ("ERISA")) subject to
Part 4 of Subtitle B of Title I of ERISA (a "Plan"); (b) a plan
described in Section 4975(e)(1) of the U.S. Internal Revenue Code
of 1986, as amended (the "Code") to which Section 4975 of the Code
applies (also, a "Plan"); (c) any entity whose underlying assets
include Plan assets by reason of a Plan's investment in such entity
(together with Plans, a "Benefit Plan Investor"); or (d) any other
employee benefit plan subject to any federal, state, local or other
law or regulation that is substantially similar to the prohibited
transaction provisions of Section 406 of ERISA or Section 4975 of
the Code (an "Other Plan"), or any entity that is acting on behalf
of or using the assets of any Benefit Plan Investor or Other Plan
with respect to the purchase, holding or disposition of any
Shares.
Singer, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for Carador and
no-one else in connection with the potential offering of securities
by Carador (the "Offering") and is not advising any person or
treating any person as its customer in relation to the Offering and
will not be responsible to anyone other than Carador for providing
the protections afforded to customers of Singer Capital Markets
Limited or for providing advice in relation to the Offering.
Dexion, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for Carador and
no-one else in connection with the Offering and is not advising any
person or treating any person as its customer in relation to the
Offering and will not be responsible to anyone other than Carador
for providing the protections afforded to customers of Dexion
Capital plc or for providing advice in relation to the
Offering.
By reading this document you will be deemed to have represented,
warranted and undertaken for the benefit of Singer and Dexion and
others that (a) you are outside the United States and not a U.S.
Person, (b) you have read and agree to comply with the contents of
this notice, you will keep the information in this document and
delivered in any accompanying document and all information about
Carador confidential, and will not reproduce or distribute,
directly or indirectly, any such information, and (c) you are
permitted in accordance with applicable laws to receive such
information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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