Proposed Issue of Equity
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA,
THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, JAPAN OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
This announcement does not constitute or form part of, and should not be
construed as, any offer for sale or subscription of, or solicitation of any
offer to buy or subscribe for, any shares in TwentyFour Income Fund Limited or
securities in any other entity, in any jurisdiction, including the United
States, 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, any contract or investment
decision whatsoever, in any jurisdiction. This announcement does not constitute
a recommendation regarding any securities.
8 October 2014
TwentyFour Income Fund Limited
(a non-cellular company limited by shares incorporated in the Island of
Guernsey under the Companies (Guernsey) Law 2008, as amended, with registered
number 56128 and registered as a Registered Closed-ended Collective Investment
Scheme with the Guernsey Financial Services Commission)
Proposed issue of equity
The Board of Directors (the "Board") of TwentyFour Income Fund Limited (the
"Company") is pleased to announce that the Company is making available to
qualified investors (note 1) through its corporate broker, Numis Securities
Limited ("Numis"),new ordinary redeemable shares of 1p each in the capital of
the Company (the "New Shares") representing up to 9.99% of the current issued
share capital, equivalent to up to approximately 26.69 million New Shares (the
"Issue").
The Company has performed strongly since launch, achieving its target dividend,
but importantly capturing significant additional capital gains. The Company has
not issued any new shares over the last year, as in the investment manager's
view the Company has been optimally positioned, without the need to make
further investments. However, as a result of the recent announcement by the ECB
concerning the launch of the ABS Purchase Programme, the investment manager
believes that spreads in European ABS will compress further, increasing the
prospect of further capital gains. In light of this the Company's investment
manager now sees a number of relatively small but attractive opportunities that
are expected to enhance the portfolio's total returns.
The Board and the Company's investment manager believe that the Issue is in
Shareholders' interests as it will further enlarge the Company and diversify
its portfolio. It is expected the proceeds of the Issue can be invested on a
basis consistent with the Company's dividend target.
Application will be madefor the admission of the New Shares to the premium
listing segment of the Official List of the UK Listing authority (the "Official
List") and to trading on the London Stock Exchange plc's main market for listed
securities (the "London Stock Exchange").
The Issue is expected to close at 12 noon (London time) on Wednesday, 15
October 2014, but may close earlier or later at the absolute discretion of the
Company. The Issue price per New Share will be announced on Tuesday 14October
2014 and will be approximately a 5% premium to the NAV at 10 October 2014,
excluding an amount equal to the dividend per share for the quarter to 30
September 2014 to which the New Shares will not be entitled.
Qualified investors are invited to apply for New Shares by contacting Numis on
the contact details below. The decision to allot New Shares to any qualified
investor shall be at the absolute discretion of the Company and Numis. The
closing share price on Tuesday 7 October 2014, represented a 6.4% premium to
the NAV as at 3 October 2014.
The Company will make a further announcement in due course.
For further information, please contact:
Numis Securities Limited: +44 (0)20 7260 1000
Chris Gook (Sales)
Nathan Brown / Hugh Jonathan (Corporate Finance & Broking)
TwentyFour Income Fund Limited: +44 (0)20 7015 8900
John Magrath
Alistair Wilson
Note 1 - As defined in section 86(7) of the Financial Services and Markets Act
2000 (as amended).
Important Information
The Company is satisfied that all inside information which the Directors and
the Company may have up to the announcement of the half year results for the
period ended 30 September 2014 has previously been notified to a Regulated
Information Service and, therefore, the dealings referred to in Listing Rule
15.5.1(3)(a) are permitted.
This announcement has been prepared by, and is the sole responsibility of,
TwentyFour Income Fund Limited (the "Company").
Numis Securities Limited 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 Numis Securities Limited or advice to any other person in relation
to the matters contained herein.
The Company is not and will not be registered under the US Investment Company
Act of 1940, as amended. The New Shares have not been, nor will they be,
registered under the US 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 or under the applicable securities laws of
Australia, Canada, Japan, the Republic of Ireland or the Republic of South
Africa or any other jurisdiction that is a member state of the European
Economic Area (other than the United Kingdom). Subject to certain exceptions,
the New Shares may not be offered or sold in the United States, Australia,
Canada, Japan, the Republic of Ireland or the Republic of South Africa or any
other jurisdiction that is a member state of the European Economic Area (other
than the United Kingdom) or to or for the account or benefit of any national,
resident or citizen of any member state of the European Economic Area (other
than the United Kingdom), Australia, Canada, Japan, the Republic of Ireland or
the Republic of South Africa or any person located in the United States.
Placings under 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 includes "forward-looking statements". All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding the Company's business strategy and plans
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 forward-looking
statements speak only as at the date of this announcement. The Company
expressly disclaims 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 Financial Services Act 2012, the Listing Rules or
Prospectus Rules of the Financial Conduct Authority or other applicable laws,
regulations or rules.
This announcement has been approved for the purposes of s.21 of the Financial
Services and Markets Act 2000 by Twenty Four Asset Management Limited.