Proposed Placing

RNS Number : 0361N

Axiom European Financial Debt Fd Ld

14 January 2019

 

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information contained in the prospectus published by Axiom European Financial Debt Fund Limited (the "Company") on 19 October 2018 (the "Prospectus") in connection with the creation of a placing programme (the "Placing Programme") in respect of new ordinary shares of no par value in the capital of the Company ("Shares"). This announcement does not constitute and may not be construed as an offer to sell or an invitation to purchase investments of any description, or as a recommendation or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form (other than the Prospectus) is intended to form the basis of any contract for sale, investment decision or any decision to purchase shares in the Company.

14 January 2019

Axiom European Financial Debt Fund Limited

Proposed Placing

Further to the announcement made by Axiom European Financial Debt Limited (the "Company") on 17 December, where it was noted that a number of investors were potentially interested in buying Shares and that the Company would consider issuing new Shares, the board of the Company (the "Board") is pleased to announce its intention to undertake a placing of new Shares under the Company's existing Placing Programme (the "Placing").

Any new Shares issued pursuant to the Placing will be issued at a 1.6% premium to the latest published estimated cum income NAV per Share, as at the time the Placing closes, to cover the costs of the Placing (the "Placing Price").  For the purposes of determining the Placing Price, the dividend to be declared in respect of the three month period to 31 December 2018 shall be deducted from the NAV per Share as placees will not be entitled to receive this (see below).

Winterflood Securities Limited ("Winterflood") is acting as bookrunner to the Placing.

The expected timetable for the Placing is as follows:

	2019
Placing opens	14 January
Publication of estimated NAV used to determine the Placing Price	30 January
Placing closes	1.00 p.m. on 30 January
Results of Placing announced	31 January
Admission of new Shares	4 February

All Shares issued pursuant to the Placing will, when issued and fully paid, confer the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.  For the avoidance of doubt, any new Shares issued pursuant to the Placing will not be entitled to the dividend to be declared in respect of the three month period to 31 December 2018.  Although this dividend will not be paid until 22 February 2019, only those Shareholders on the register as at the record date of 1 February 2019, which is prior to Admission of Shares pursuant to the Placing, will be entitled to this dividend.  The first dividend that Shares issued pursuant to the Placing will be entitled to will be the dividend to be declared in respect of the period from 1 January 2019 to 31 March 2019.

Applications will be made for the new Shares issued pursuant to the Placing to be admitted to the premium listing segment of the UKLA's Official List and to trading on the premium segment of the main market of the London Stock Exchange. It is expected that dealings in the new Shares will commence at 8.00 a.m. on 4 February 2019.

The Placing will be made through Winterflood, subject to the terms and conditions contained in Part 7 of the Prospectus. The decision to allot new Shares to any person pursuant to the Placing shall be at the absolute discretion of the Board, following consultation with Winterflood and the Company's investment manager, Axiom Alternative Investments SARL (the "Investment Manager").

By making an offer to subscribe for new Shares under the Placing, investors will be deemed to have accepted the terms and conditions of the Placing contained in Part 7 of the Prospectus.  An investor that has made an offer to subscribe for new Shares under the Placing accepts that following the closing of the bookbuild such offer shall be irrevocable (subject to any statutory withdrawal rights).  Upon being notified of its allocation of new Shares in the Placing, an investor shall be contractually committed to acquire the number of new Shares allocated to it at the Placing Price.

Winterflood, in agreement with the Company and the Investment Manager, may choose to accept bids, either in whole or in part, on the basis of allocations determined, and may scale down any bids for this purpose, on such basis as the Company and Winterflood may determine.  Winterflood may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate new Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate new Shares after the bookbuild has closed to any person submitting a bid after that time. The Company reserves the right to reduce or increase the amount to be raised pursuant to the Placing.

Other information

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus which can be found on the Company's website at http://axiom-ai.com/web/en/axiom-european-financial-debt-fund-limited-2/.  

For further information please contact:

Axiom Alternative Investments SARL David Benamou, Managing Partner Jerome Legras, Managing Partner	[phone]
Winterflood Securities Limited Andrew Marshall Joe Winkley Neil Morgan	[phone]
MHP Communications Reg Hoare Giles Robinson Rachel Cohen	[phone]

Important Information

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. 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.  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 U.S. 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, Winterflood 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 its advisers and any liability therefore is expressly disclaimed.

Winterflood, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sole financial adviser to the Company and bookrunner 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 Winterflood or for providing advice in connection with the Placing and the contents of this announcement or any other matter referred to herein.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Company's actual results to differ materially from those indicated in these statements. Any forward-looking statements in this announcement reflect the Directors' current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy. Prospective investors should specifically consider the factors identified in this announcement and the Prospectus which could cause actual results to differ before making an investment decision. These forward looking statements speak only as of the date of this announcement. Subject to its legal and regulatory requirements, the Company expressly disclaims any obligation to update or revise any forward-looking statement contained herein to reflect changes in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based, unless required to do so by law or any appropriate regulatory authority, including FSMA, the London Stock Exchange, the GFSC, the RCIS Rules, the Prospectus Rules, MAR and the Disclosure Guidance and Transparency Rules.

This announcement does not constitute an invitation to engage in investment activity.

The value of investments may go down as well as up, and all of an investment in the Company would be at risk. Past performance is not a guide to future performance and the information in this announcement or any documents relating to the Placing Programme cannot be relied on as a guide to future performance. Persons needing advice should contact a professional adviser.

 

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