NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement is an advertisement and not a prospectus. Any decision to invest in any securities referred to in this announcement must be made exclusively on the basis of the prospectus published by the Company on 3 November 2015, and any supplement thereto, in connection with, inter alia, the admission to trading of the entire issued share capital of the Company to the Specialist Fund Market of the London Stock Exchange and the creation of a placing programme (the "Placing Programme") of ordinary shares of no par value in the capital of the Company (the "Prospectus"). A copy of the Prospectus is available for inspection at www.morningstar.co.uk/uk/NSM. This announcement does not constitute a recommendation regarding any securities.
4 March 2016
Axiom European Financial Debt Fund Limited
Proposed Placing
Axiom European Financial Debt Fund Limited (the "Company") was launched in November 2015 raising gross proceeds of £50.7 million. Axiom Alternative Investments SARL (the "Investment Manager"), the Company's investment manager, is a London and Paris based specialist fund manager focussing on all aspects of investment in regulatory capital securities issued by European financial institutions.
Since the Company's admission to trading on the Specialist Fund Market, the Company and the Investment Manager have had a desire to enlarge the size of the Company in order to better execute its investment strategy. Accordingly, the Board announces that it is seeking to undertake a placing of 4,000,000 new ordinary shares of no par value in the capital of the Company (the "New Shares") pursuant to the terms and conditions of the Placing Programme (the "Placing"). The issue price per New Share will be 90 pence, representing a 2 per cent. premium to the Company's estimated net asset value as at 26 February 2016 of 88.24 pence per share announced on 2 March 2016.
The New Shares will, when issued, be credited as fully paid and rank pari passu with the Company's existing ordinary shares.
The net proceeds of the Placing will be deployed in line with the Company's investment policy in:
· financial instruments issued by European Financial Institutions which constitute regulatory capital for the purposes of Basel I, Basel II or Basel III or Solvency I or Solvency II ("Regulatory Capital Instruments");
· financial instruments issued by European Financial Institutions which do not constitute Regulatory Capital Instruments, including without limitation, senior debt ("Other Financial Institution Investment Instruments"); and
· CDOs, securitisations or derivatives, whether funded or unfunded, linked or referenced to Regulatory Capital Instruments or Other Financial Institution Investment Instruments.
Liberum Capital Limited ("Liberum") is acting as sole bookrunner in relation to the Placing. The Placing is expected to close at 2.00p.m. today, but may close earlier or later at the absolute discretion of the Company, in consultation with Liberum.
Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on the Specialist Fund Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and that dealings in the New Shares will commence at 8.00 a.m. on 9 March 2016.
For further information please contact:
Axiom Alternative Investments SARL David Benamou, Managing Partner Jerome Legras, Managing Partner Tel: + 44 (0)20 3807 0670
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Liberum (Sole Bookrunner) Shane Le Prevost / Richard Crawley / Richard Bootle / Robert Johnson Tel: +44 (0)20 3100 2222
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MHP Communications (Financial PR Adviser) Reg Hoare / Giles Robinson / Ollie Hoare / Iva Kodjabacheva Tel: +44 (0)20 3128 8100
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Important Information
Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by Liberum who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc." falling within Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.
The New Shares that are the subject of the Placing are not being offered or sold to any person in the European Union, other than to "qualified investors" as defined in Article 2.1(e) of Directive 2003/71/EC, which includes legal entities which are regulated by the Financial Conduct Authority or entities which are not so regulated whose corporate purpose is solely to invest in securities.
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or South Africa or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction where such offer or sale would be unlawful. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person (within the meaning of Regulation S under the Securities Act). The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Liberum or by any of its affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their advisers and any liability therefore is expressly disclaimed.
Liberum, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole bookrunner to the Company and is acting for no-one else in connection with the Placing and the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for providing advice in connection with the Placing and the contents of this announcement or any other matter referred to herein.