TIDMCIFU
RNS Number : 3600K
Carador Income Fund PLC
06 July 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
Carador Income Fund plc (the "Company")
6 July 2017
Publication of Circular and Notice of AGM
The Company is pleased to announce that its annual general
meeting ("AGM") will take place on 31 July 2017 at 3.00 pm. The
Circular containing the formal notice convening the AGM and
detailing the resolutions to be put to Shareholders will be sent to
Shareholders today and will be posted on the Company's website
shortly. The Circular will also be made available for inspection
at: http://www.morningstar.co.uk/uk/NSM.
In addition to the ordinary business of the AGM, Shareholders
will be asked to consider (a) the approval of a repurchase
opportunity for Eligible Shareholders to realise all or part of
their investment in the Company by having all or part of their
Shares converted into Repurchase Pool Shares and a related change
to the Articles; and (b) the approval of facilities to allow for
the raising of additional capital.
Provided the Repurchase Opportunity is approved by Shareholders
at the AGM, the Directors will send the appropriate Repurchase
Opportunity Documents to Eligible Shareholders setting out the
procedure for participation in the Repurchase Opportunity and any
associated transaction charge. Subject to regulatory approval, it
is anticipated that the Repurchase Opportunity Documents will be
published by early September 2017.
Repurchase Opportunity and Placement Programme
Background
The Articles contain certain provisions regarding Share
repurchase arrangements which may, in certain circumstances
(including a discount trigger), be offered to Shareholders in 2017.
As anticipated in the regulatory announcement issued by the Company
on 2 May 2017, in light of the price at which the Shares have
traded relative to the NAV per Share, the discount trigger
mechanism set out in the Articles was not met at the end of April
2017. Notwithstanding this, the Directors are now using the
discretion provided to them in the Articles to propose that the
Shareholders approve by ordinary resolution a Repurchase
Opportunity for any Eligible Shareholders who may wish to exit
their holding in the Company (in whole or in part) by having their
Shares converted into shares in the Repurchase Pool.
As mentioned in the regulatory announcement issued by the
Company on 30 November 2016, the Directors have also determined
that they will in future consider every two and a half years
whether to put a similar resolution to Shareholders to approve, at
the Directors' discretion, a repurchase opportunity for up to 100
per cent. of the Shares in issue in the Company, subject to any
necessary changes to the Articles being approved at the appropriate
time.
Investment Update and Outlook
The full investment update and outlook can be found in the
Circular. The Investment Manager believes that the Company
represents an attractive investment opportunity and that the
Company's current portfolio is well positioned to benefit from
varying credit cycles and environments, given its active approach
and the duration of reinvestment period of its income notes. The
Investment Manager feels the Company's existing portfolio is well
placed to make further investments and drive long-term, sustainable
returns. The Company has demonstrated the ability to maintain
returns through credit cycles with annualised total returns since
inception of 15.95 per cent.[1] stretching back over 8 years.
The Investment Manager believes the portfolio is well positioned
to extract long-term future value, and sees potential opportunities
to add value via pro-active management of the portfolio throughout
a variety of credit environments.
Taking into account the full investment outlook for the Company
described in the Circular, as well as the possibility of more
frequent repurchase opportunities for Shareholders, the Directors
have concluded that it is appropriate to propose, alongside the
resolution to allow the Repurchase Opportunity, resolutions
allowing for a 12-month Placement Programme and also, in addition
or as an alternative, a more limited placement of Shares of no more
than 10 per cent. of the Shares in issue as of the date of the AGM,
to raise money to pursue investment opportunities as they arise,
which will allow the Company to issue additional Shares.
Approval of the Repurchase Opportunity
If approved, the Directors will be authorised, subject to the
requirements of the Central Bank and in accordance with applicable
law, to offer to Eligible Shareholders the opportunity to convert
their Shares into Repurchase Pool Shares which will participate
only in the Repurchase Pool. The Repurchase Pool will be created by
allocating to such pool a pro rata amount of the assets and
liabilities of the Company attributable to the Shares being
converted as at the Conversion Date. The assets attributable to the
Repurchase Pool will be realised over time and the proceeds, net of
fees, expenses and other liabilities, paid out to the Eligible
Shareholders who participate in such Repurchase Pool by way of the
compulsory repurchase, in tranches, of the Repurchase Pool Shares.
Such compulsory repurchases will be made at the NAV per Repurchase
Pool Share calculated as at the relevant date. The NAV per
Repurchase Pool Share will be equal to the NAV attributable to the
Repurchase Pool divided by the number of Repurchase Pool Shares in
issue as at the relevant date. Once repurchased, the Repurchase
Pool Shares will be cancelled. It is anticipated that in normal
circumstances it should be possible to realise the assets comprised
in the Repurchase Pool and distribute the proceeds within 6 to 9
months of the Conversion Date.
The Repurchase Pool Shares will be converted on a one-for-one
basis with the existing Shares. A transaction charge to cover fees,
expenses and other costs incurred in connection with the Repurchase
Opportunity will be deducted from the Repurchase Pool and will be
reflected in the NAV per Repurchase Pool Share upon or following
the conversion. Such transaction charge may include, without
limitation, the fees, expenses and costs associated with the
listing of the Repurchase Pool Shares.
Repurchase Opportunity Restricted for Certain Overseas
Shareholders
The Repurchase Opportunity will only be made to Eligible
Shareholders. Overseas laws and regulations may restrict the
offering of the Repurchase Opportunity to Shareholders in certain
jurisdictions outside Ireland and the United Kingdom, including but
not limited to the United States. The Repurchase Opportunity
Documents will not be distributed, and an offer of Repurchase Pool
Shares will not be made, in Canada, Australia, Japan or in any
other jurisdiction where to do so would constitute a violation of
the relevant laws and regulations in such other jurisdiction. It is
the responsibility of each overseas Shareholder to satisfy himself
that the Repurchase Opportunity offer, when made by the Company,
may be made to him and that, if relevant, he may avail himself of
such Repurchase Opportunity, and that in doing so he has complied
with all relevant overseas filing, exchange control and other
requirements and paid all taxes and fees which may be payable.
The Repurchase Pool Shares, if offered pursuant to the
Repurchase Opportunity, will not be registered under the Securities
Act, as amended or the securities laws of any state of the United
States or other jurisdiction, and the Repurchase Pool Shares may
not be offered, sold, pledged or otherwise transferred within the
United States, or to or for the account or benefit of a U.S. Person
except pursuant to an exemption from registration under the
Securities Act. Each U.S. Shareholder who wishes to participate in
the Repurchase Opportunity in due course must be an "accredited
investor" as defined by Rule 501 of the Securities Act. Further,
the Company is not, and does not intend to be, registered under the
Investment Company Act. In order to maintain the Company's
exemption from registration under the Investment Company Act, each
U.S. Shareholder who wishes to participate in the Repurchase
Opportunity in due course must also be a "qualified purchaser" as
defined by Section 2(a)(51)(A) of the Investment Company Act. U.S.
Shareholders who are both an AI and a QP and who wish to
participate in the Repurchase Opportunity may at such time be
required to execute a form of AI/QP certification before being
deemed Eligible Shareholders with respect to the Repurchase
Opportunity when offered. There will be no public offering of the
Repurchase Pool Shares in the United States.
Further details will be contained in the Repurchase Opportunity
Documents.
Approval of the Issue of New Shares
12-month Placement Programme
The Directors are seeking authorisation at the AGM to allot and
issue up to 300,000,000 Shares (representing 55.22 per cent. of the
issued share capital of the Company as of the date of this
Circular) on a non pre-emptive basis. In light of the outlook for
the Company the Directors consider that it is in the best interests
of the Company and its Shareholders to provide for the flexibility
to undertake the Share Placement Programme for a period of twelve
months following the date of publication of the relevant
prospectus, during which the Company may issue new Shares in
response to investor demand, to increase the Company's capital
base. It is intended that such Shares may be in the form of "C
Shares" and/or ordinary Shares, at the discretion of the
Directors.
This authority will expire 12 months from the date of the
publication of the prospectus providing for the Placement
Programme, unless previously renewed, varied or revoked by the
Shareholders in general meeting.
"Tap" Issue
The Directors may determine, in addition or as an alternative to
the Placement Programme, that a more limited issuance of Shares is
more appropriate in the circumstances. Accordingly, the Directors
are seeking authority to allot and issue up to 54,325,334 (or, if
lower, such number of Shares as represent 10 per cent. of the
Shares in issue at the date of the AGM) on a non pre-emptive basis.
This authority will expire at the conclusion of the next annual
general meeting of the Company, unless previously renewed, varied
or revoked by the Shareholders in general meeting.
Terms used and not defined in this announcement will have the
meanings given to them in the Circular.
Company's website:
www.carador.co.uk
Enquiries
Ciara Timon Tel: +353 1
State Street Fund Services 776 8419
(Ireland) Limited
Company Secretary
Katie Standley Tel: +44 20
Fidante Capital 7832 0900
James Maxwell/Liz Yong Tel: +44 20
N+1 Singer Advisory LLP 7496 3000
[1] Return calculated net of fees. Dividends are assumed to be
reinvested in the Company at NAV.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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