TIDMFCIF
RNS Number : 6898Z
Funding Circle SME Income Fund Ltd
18 December 2017
Funding Circle SME Income Fund Limited (FCIF) - C Share
Conversion
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES
*****
18 December 2017
C Share Conversion into Ordinary Shares
Funding Circle SME Income Fund Limited (the "Company") announces
the conversion ratio to convert its entire issued C Share capital
(142,000,000 C Shares) into new Ordinary Shares.
The net asset values attributable to the Ordinary Shares and the
C Shares as at the Calculation Date, being the close of business on
18 December 2017, were 99.83p per share and 99.01p per share
respectively. The NAV of the Ordinary Shares has been calculated
after providing for the fourth interim dividend of 2017, declared
on 7 December 2017 and payable on 31 January 2018 to holders of the
Ordinary Shares on the register as at the close of business on 15
December 2017. For the avoidance of doubt, holders of the C Shares
are not entitled to receive this dividend payable to holders of the
Ordinary Shares.
The ratio, as calculated in accordance with the Company's
prospectus dated 6 February 2017 (the "Prospectus"), is declared as
0.9917031 ordinary shares in respect of each C Share. Entitlements
to new Ordinary Shares will be rounded down to the nearest whole
share, any fractional entitlements will be aggregated and sold in
the market for the benefit of the Company. This will result in the
issue of 140,821,840 new Ordinary Shares.
Further details of the Conversion and the rights attaching to
the C Shares are set out in the Prospectus (terms defined in the
Prospectus have the same meaning in this announcement unless
otherwise defined).
Admission to the Official List and to trading on the London
Stock Exchange
The Company confirms that application has been made to the UK
Listing Authority and the London Stock Exchange for 140,821,840
Ordinary Shares of no par value in the capital of the Company to be
listed on the premium segment of the Official List of the UK
Listing Authority and to be admitted to trading on the main market
of the London Stock Exchange.
The new Ordinary Shares will be issued pursuant to the Company's
Share Issuance Programme established in the Prospectus and will
rank pari passu with the existing issued Ordinary Shares of the
Company. Dealings in the new Ordinary Shares are expected to
commence at 8.00 a.m. on 20 December 2017.
Following the admission of the new Ordinary Shares, the
Company's issued share capital will comprise 166,259,765 Ordinary
Shares currently in issue plus 140,821,840 new Ordinary Shares,
307,081,605 Ordinary Shares in total. Accordingly, the figure which
may be used by Shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the
FCA's Disclosure and Transparency Rules is 307,081,605 Ordinary
Shares.
Expected timetable
Dealings cease in C Shares 4:30 p.m. on 19
December 2017
Record date for Conversion and Close of business
C Share register closes on 19 December
2017
Dealings in new Ordinary Shares 8:00 a.m. on 20
commence December 2017
Contacts
Richard Boleat, Chairman
+44 (0) 1534 615 656
Richard.Boleat@fcincomefund.com
Secretary and Administrator
Sanne Group (Guernsey) Limited
FundingCircle@sannegroup.com
+44 (0) 1481 739810
Media Contact
David de Koning
Natasha Jones
+44 (0) 20 3667 2245
press@fundingcircle.com
Corporate Broker
Numis Securities
Nathan Brown / Harry Trueman
+44 (0) 207 260 1000
n.brown@numis.com / h.trueman@numis.com
Investor Relations
ir@fcincomefund.com
Website
www.fcincomefund.com
The ISIN number of the C Shares is GG00BYNV2672, the SEDOL code
is BYNV267 and the TIDM is FCIC.
The ISIN number of the Ordinary Shares is GG00BYYJCZ96, the
SEDOL code is BYYJCZ9 and the TIDM is FCIF.
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.
*****
IMPORTANT NOTICES
This announcement contains "forward-looking" statements, beliefs
or opinions. These forward-looking statements involve known and
unknown risks and uncertainties, many of which are beyond the
control of the Company and all of which are based on its directors'
current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "shall", "risk", "intends", "estimates",
"aims", "plans", "predicts", "projects", "continues", "assumes",
"positioned" or "anticipates" or the negative thereof, other
variations thereon or comparable terminology, or by discussions of
strategy, plans, objectives, goals, future events, assumptions or
intentions. These forward-looking statements include all matters
that are not historical facts. Forward-looking statements may and
often do differ materially from actual results. They appear in a
number of places throughout this announcement and include
statements regarding the intentions, beliefs or current
expectations of the Board or the Company with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's
business concerning, amongst other things, the financial
performance, liquidity, prospects, growth and strategies of the
Company. These forward-looking statements and other statements
contained in this announcement regarding matters that are not
historical facts involve predictions. No assurance can be given
that such future results will be achieved; actual events or results
may differ materially as a result of risks and uncertainties facing
the Company. Such risks and uncertainties could cause actual
results to vary materially from the future results indicated,
expressed or implied in such forward-looking statements. The
forward-looking statements contained in this announcement speak
only as of the date of this announcement. Nothing in this
announcement is, or should be relied on as, a promise or
representation as to the future. The Company disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law,
the Prospectus Rules, the Listing Rules or the Disclosure Rules and
Transparency Rules of the FCA. No statement in this announcement is
intended as a forecast or profit estimate.
Neither this announcement nor any copy of it may be made or
transmitted into the United States of America (including its
territories or possessions, any state of the United States of
America and the District of Columbia) (the "United States"), or
distributed, directly or indirectly, in the United States or to US
Persons (as such term is defined in Regulation S under the US
Securities Act of 1933, as amended (the "Securities Act"). Neither
this announcement nor any copy of it may be taken or transmitted
directly or indirectly into Australia, Canada, Japan or South
Africa or to any persons in any of those jurisdictions, except in
compliance with applicable securities laws. Any failure to comply
with this restriction may constitute a violation of United States,
Australian, Canadian, Japanese or South African securities laws.
The distribution of this announcement in other jurisdictions may be
restricted by law and persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. This announcement 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 securities
in the United States, Australia, Canada, Japan or South Africa or
in any jurisdiction to whom or in which such offer or solicitation
is unlawful.
*****
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBUBDDSXBBGRI
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December 18, 2017 10:40 ET (15:40 GMT)
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