Publication of a Prospectus and Circular

RNS Number : 6827P

Alternative Liquidity Fund Limited

11 October 2019

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM ANY EEA STATE (OTHER THAN THE UNITED KINGDOM) CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA.

This announcement is an advertisement and not a prospectus. 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 securities in Alternative Liquidity Fund Limited (the "Company") 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. Any investment decision must be made exclusively on the basis of the final prospectus published by the Company and any supplement thereto.

11 October 2019

ALTERNATIVE LIQUIDITY FUND LIMITED

LEI: 213800R5CHD76J3LU713

PUBLICATION OF PROSPECTUS AND CIRCULAR

Introduction

Alternative Liquidity Fund Limited has today published a prospectus in relation to the issue of up to 100 million new Ordinary Shares pursuant to a 12 month placing programme (the "Placing Programme"). The Company has also today published a circular, the purpose of which is to convene an extraordinary general meeting at which the appropriate shareholder authority will be sought to issue, on a non pre-emptive basis, up to 100 million new Ordinary Shares pursuant to the Placing Programme. The Extraordinary General Meeting will be held at 10.00 a.m. on 5 November 2019 at Sarnia House, Le Truchot, St Peter Port, Guernsey GY1 1GR.

The Placing Programme

It is intended that the net proceeds of the Placing Programme will be invested in line with the Company's new investment policy in a diversified portfolio of illiquid funds, funds of funds including hedge funds, private equity funds, real estate funds, infrastructure, private investment funds and other alternative and absolute return investment vehicles across the world. In accordance with the new investment policy, the net proceeds of the Placing Programme are permitted to be invested principally in a segregated portfolio of the Warana SP Master Fund SPC (herein referred to as the Warana Master Fund) and/or new segregated portfolios which are launched, in the future, provided that such portfolio has substantially the same investment policy as the Company and the same terms of investment are offered to the Company as those currently contained within the Information and Subscription Agreement.

The price of the new Ordinary Shares to be issued pursuant to the Placing Programme will be determined by the Board at the time of each placing under the Placing Programme. The price of the new Ordinary Shares pursuant to the first Placing is expected to be US$1.00 and for each Placing thereafter it will be calculated by applying a premium to the net asset value per Ordinary Share rounded to two decimal places. The Placing Programme Price will be announced through a Regulatory Information Service on the Business Day prior to the close of the relevant placing under the Placing Programme.

Benefits

The Board believes that the introduction of the new share class and the Placing Programme offer the following benefits for Shareholders.

§ Given the Company's current investment portfolio (renamed the Realisation Portfolio) is in its realisation stage, the Proposals will provide Existing Shareholders with a clear realisation strategy and the potential for a longer-term investment horizon due to the rights of automatic conversion that are included in the New Articles.

§ The Proposals are expected to provide an attractive overall investment proposition, further diversifying the Company's investment base, including the possible opportunity to offer Shareholders exposure to the Warana Master Fund's (or subsequent segregated portfolios launched in the future under the Warana SP Master Fund SPC's) range of assets, which aim to provide investors with attractive, risk-adjusted returns over a multi-year period.

§ Increasing the Company's issued share capital through the Placing Programme will result in the fixed costs of the Company being spread over a larger asset base and, as a result, the ongoing charges ratio should be lower.

Expected Timetable

	Date
Placing Programme opens	11 October 2019
EGM	10.00 a.m. 5 November 2019
Admission and dealings in Ordinary Shares commence	6 November 2019 to 9 October 2020
Publication of Placing Programme Price in respect of each Placing under the Placing Programme	the Business Day prior to the close of the relevant Placing under the Placing Programme
Crediting of CREST accounts in respect of new Ordinary Shares	8.00 a.m. or as soon as practicable thereafter on each day Ordinary Shares are issued
Share certificates in respect of new Ordinary Shares dispatched (if applicable)	Approximately one week following the issue of any Ordinary Shares
Placing Programme closes	9 October 2020

Notes

The prospectus and circular will shortly be available for inspection at the National Storage Mechanism which is located at http://www.morningstar.co.uk/uk/nsm.do.

The prospectus and circular are also available in electronic form on the Company's website at www.waranacap.com and copies are available for collection during normal business hours on any working day (Saturday, Sunday and public holidays excepted) until 9 October 2020 from the registered office of the Company and the offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street, London EC2A 2EW.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Company's prospectus dated today, 11 October 2019.

For further information please contact:

Warana Capital, LLP	[phone]
Tim Gardner	[e-mail]
Praxis Fund Services Limited	[phone]
	[e-mail]

Important Information

This announcement is for information purposes only and does not purport to be full or complete and any decision regarding the Prospectus and/or the Placing Programme should be made only on the basis of the prospectus and circular published by the Company on 11 October 2019.

This announcement does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The new Ordinary Shares in the Company have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the new Ordinary Shares in the United States.

The contents of this announcement, which have been prepared by and are the sole responsibility of Alternative Liquidity Fund Limited have been approved by Warana Capital LLP as a financial promotion solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. However, this announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in any jurisdiction. No offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities will be made in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in the United States, any member state of the European Economic Area (other than the United Kingdom), Australia, Canada, Japan, New Zealand or the Republic of South Africa and should not be distributed, forwarded to or transmitted in or into any jurisdiction, where to do so might constitute a violation of local securities laws or regulations.

Dickson Minto W.S, which is authorised and regulated by the Financial Conduct Authority, 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 Dickson Minto W.S. or advice to any other person in relation to the matters contained herein.

None of the Company, Warana Capital LLP, Warana Capital LLC or Dickson Minto W.S., or any of their respective affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Warana Capital LLP, Warana Capital LLC and Dickson Minto W.S. and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

 

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