Proposed Initial Placing and Offer for Subscrip...
Not for release, publication or distribution in whole or in part, directly or indirectly, in or into, the United States, Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction where it is unlawful to distribute this announcement or any copy of it.
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 Ordinary Shares 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 information contained in the Prospectus.
NEW CITY HIGH YIELD FUND LIMITED
PROPOSED INITIAL PLACING AND OFFER FOR SUBSCRIPTION AND SUBSEQUENT PLACING PROGRAMME,
PROPOSED CHANGE OF NAME
AND
NOTICE OF Extraordinary General Meeting
Executive Summary
- Background to Proposed Initial Placing and Offer for Subscription and Subsequent Placing Programme
- Over the period from the Company's launch on 7 March 2007 to 3 March 2015, the Ordinary Shares traded at an average premium of 5.6 per cent. and at a premium of 94.1 per cent. of the dealing days in that period.
- The Directors believe that the continuing demand for the Ordinary Shares reflected in their premium rating is largely attributable to the following:
- the high dividend yield on the Ordinary Shares and the Company's progressive dividend policy;
- the Company's focus on growing income and preserving capital;
- the Company's strong investment performance, relative to both the Investment Association's global bond sector and its high yielding peers in the broader listed equity and bond space; and
- the Company's flexible investment mandate, enabling it to diversify its sources of revenue and include some inflation protection within its portfolio.
- As a result of issues of Ordinary Shares already made in 2015, the scope for further issues has now become limited.
- Proposed Initial Placing and Offer for Subscription and Subsequent Placing Programme
- The Directors believe it is desirable to retain the flexibility to issue additional Ordinary Shares on a non-pre-emptive and NAV-accretive basis through the implementation of a new placing programme.
- Ordinary Shares cannot be offered to non-institutional Shareholders or the public pursuant to the Placing Programme. Accordingly, the Directors are proposing an Initial Placing and Offer for Subscription that will allow Shareholders and other investors to apply for new Ordinary Shares.
- The Ordinary Shares will be offered pursuant to the Initial Placing and Offer at a 3.0 per cent. premium to their NAV (cum-income), which is lower than:
- the weighted average premium of 3.6 per cent. at which new Ordinary Shares were issued under the previous placing programme and the Company's general 10% disapplication authority; and
- the average premium of 6.0 per cent. at which the Ordinary Shares traded;
over the period from 1 January 2014 to 3 March 2015.
- The Offer has been structured so that Shareholders and other investors can acquire new Ordinary Shares for their ISAs in both the 2014/2015 and 2015/2016 tax years.
- A maximum of 158,250,000 Ordinary Shares (equivalent to 50 per cent. of the Company's current issued share capital) will be issued pursuant to the Issues. Issues of Ordinary Shares pursuant to the Placing Programme will be on an ad hoc and NAV-accretive basis.
- The Company has appointed Cantor Fitzgerald as sole bookrunnner for the Initial Placing and for the purposes of the Placing Programme. In connection with the Offer, Cantor Fitzgerald has appointed Alliance Trust Savings and Interactive Investor to market the Ordinary Shares to potential retail investors in the UK.
- Proposed Change of Name
The Directors are recommending that the Company's name be changed to "CQS New City High Yield Fund Limited" as they believe a closer association with its investment manager will allow for more effective marketing of the Ordinary Shares to a broader investor base.
- Extraordinary General Meeting
The proposals to issue up to 158,250,000 Ordinary Shares on a non-pre-emptive basis and to change the Company's name require Shareholder approval. The requisite resolutions will be proposed at an extraordinary general meeting of the Company that has been convened for Monday, 30 March 2015 at 12.30 p.m.
- Shareholder Circular and Prospectus
A circular to Shareholders containing details of the Proposals and containing the notice convening the EGM and a prospectus relating to the Company and containing full details of the Initial Placing, the Offer and the Placing Programme will be posted to Shareholders later today. Copies of the Circular and Prospectus will, following publication, be available at www.ncim.co.uk/nc_top.php and shortly thereafter at www.morningstar.co.uk/uk/nsm.
Enquiries
For further information please contact:
| Cantor Fitzgerald | |
| Sue Inglis (Corporate Finance) Andrew Worne / Tom Dixon / Andrew Davey (Sales) | 020 7894 8016 020 7894 8529 / 8229 / 8668 |
| New City Investment Managers | |
| Craig Cleland Head of Corporate Development, Investment Trusts | 020 7201 5368 |
| R&H Fund Services Limited | |
| Martin Cassels | 0131 524 6140 |
DETAILS OF THE PROPOSALS
Introduction
As announced on 25 February 2015, the Board is seeking an extension of its authority to issue Ordinary Shares on a non-pre-emptive basis (that is, without first offering them to existing Shareholders) in order to meet the continuing demand for the Ordinary Shares, which is reflected in the premium at which they have been trading. The Board is proposing that the extended authority should apply to the issue of up to 158,250,000 Ordinary Shares (equivalent to 50 per cent. of the Company's current issued share capital) and, if granted, it is intended to be used in connection with an initial placing and offer for subscription and the subsequent implementation of a new placing programme, details of all of which are set out in the Prospectus.
The Directors are also proposing to change the Company's name to "CQS New City High Yield Fund Limited" as we believe a closer association with the Company's investment manager will allow for more effective marketing of the Ordinary Shares to a broader investor base.
The proposals to issue up to 158,250,000 Ordinary Shares on a non-pre-emptive basis and to change the Company's name require Shareholder approval. The requisite resolutions will be proposed at an extraordinary general meeting of the Company that has been convened for Monday, 30 March 2015 at 12.30 p.m.
A circular to Shareholders containing details of the Proposals and containing the notice convening the EGM and a prospectus relating to the Company and containing full details of the Initial Placing, the Offer and the Placing Programme will be posted to Shareholders later today. Copies of both documents will, following publication, be available at www.ncim.co.uk/nc_top.php and shortly thereafter at www.morningstar.co.uk/uk/nsm.
Background to, and Reasons for, the Issues
Over the period from the Company's launch on 7 March 2007 to 3 March 2015, the Ordinary Shares traded at an average premium to their NAV (ex-income) of 5.6 per cent. and at a premium on 94.1 per cent. of the dealing days in that period (the days on which the Ordinary Shares traded at a discount occurred mainly during the financial crisis of 2007/2008). The Directors believe that the continuing demand for the Ordinary Shares reflected in their premium rating is largely attributable to the following:
- High dividend yield and progressive dividend policy: The Company has increased the annual dividends (payable gross quarterly) in respect of each financial year since its launch in 2007 and has significant revenue reserves (0.82 times the annual dividend paid in respect of its financial year ended 30 June 2014).
Over the period from the Company's launch to 3 March 2015, the average dividend yield on the Ordinary Shares was 7.0 per cent. As at 3 March 2015, the yield on the Ordinary Shares was 6.8 per cent., making the Company one of the highest yielding London-listed investment companies out of a universe of more than 400 companies.
- Focus on growing income and preserving capital:The Company's overriding aim is to grow its income while preserving its capital. Accordingly, the Investment Manager's focus is on quality issuers with stable and reliable cashflows.
- Strong investment performance: Compared to the Investment Association's global bond sector, on a NAV total return basis, as at 3 March 2015, the Company ranked 14th out of 69 funds since its launch in 2007, 3rd out of 96 over the last five years and 7th out of 119 funds over the last three years.
- Flexible investment mandate with diversified sources of revenue and some inflation protection: The Investment Manager is not benchmark constrained and has freedom to invest in a diverse range of sectors, geographies, asset classes (bonds, preference shares, floating rate notes, convertibles and equities) and issuers.
The Company's portfolio has a degree of inflation protection directly through floating rate notes (2.9 per cent. of its portfolio as at 3 March 2015) and convertibles and equities (together, 12.8 per cent. of its portfolio as at 3 March 2015) and indirectly through non-sterling exposure (29.3 per cent. of its portfolio as at 3 March 2015). The shorter duration of high yielding bonds held by the Company also means that interest rate risk is lower compared to funds with investment grade bond portfolios.
In response to the continuing demand for the Ordinary Shares, having regard to the benefits of enlarging the Company and with the aim of assisting the Company in managing the premium at which the Ordinary Shares trade, the Company implemented a placing programme in January 2014 to issue up to 61,059,834 Ordinary Shares (equivalent to 25 per cent. of its then issued share capital) on a non-pre-emptive basis. Ordinary Shares were issued on a number of occasions under that placing programme, which was closed in November 2014 as all the Ordinary Shares available for issue pursuant to it had been issued.
At the Company's annual general meeting in December 2014, Shareholders renewed the Directors' standard authority to issue, on a non-pre-emptive basis, Ordinary Shares equivalent to 10 per cent. of the Ordinary Shares in issue at the date of the annual general meeting. Since then, the Company has issued 11,250,000 Ordinary Shares, equivalent to 3.7 per cent. of the Company's issued share capital at the time that the standard disapplication authority was renewed.
The issues of Ordinary Shares referred to in the previous two paragraphs took place at prices representing a weighted average premium of 3.6 per cent. to the NAV (cum-income) per Ordinary Share prevailing at the time of the relevant issue. Over the period from 1 January 2014 to 3 March 2015, the Ordinary Shares traded at an average premium to their NAV (cum-income) of 6.0 per cent. and, as at 3 March 2015, were trading at a premium of 5.4 per cent. to their NAV (cum-income).
Under FSMA and the Prospectus Rules, the Company may not issue, over a period of 12 months, Ordinary Shares representing 10 per cent. or more of the number already issued and admitted to trading without the issue of a prospectus. As a result of issues of Ordinary Shares already made in 2015, the scope for further issues has now become limited. In view of the continuing demand for the Ordinary Shares, the Directors believe it is desirable to retain the flexibility to issue additional Ordinary Shares on a non-pre-emptive and NAV-accretive basis through the implementation of a new placing programme.
Furthermore, under FSMA and the Prospectus Rules:
- Ordinary Shares issued pursuant to placing programmes cannot be offered to the public, which includes non-institutional Shareholders; and
- new Ordinary Shares cannot be offered to the public, including non-institutional Shareholders, without first publishing a prospectus.
Accordingly, non-institutional Shareholders have not been able to participate in the recent Ordinary Share issues, which, whilst being NAV-accretive for existing Shareholders, have taken place at discounts to the market price of the Ordinary Shares.
As the implementation of a new placing programme requires the Company to publish a new prospectus, the Directors are taking this opportunity to implement an offer for subscription that will allow non-institutional Shareholders and other investors to acquire new Ordinary Shares at a premium of 3.0 per cent. to their NAV (cum-income) prevailing at the time of issue. The Directors are also proposing an initial placing of Ordinary Shares at the same price.
Benefits of the Issues
The Directors believe that the principal benefits of the Issues are as follows:
- the issue of new Ordinary Shares:
- at a premium to NAV (net of Issue Costs) will result in a modest NAV uplift for the Ordinary Shares already in issue;
- will increase the size of the Company, which should make it more attractive to a broader range of investors as well as spreading its operating costs over a larger capital base which should lead to a small reduction in the Company's ongoing charges per Ordinary Share; and
- should continue to improve liquidity in the market for the Ordinary Shares due to the increasing number of Ordinary Shares in issue;
- the Initial Placing and Offer will allow Shareholders and other investors to acquire Ordinary Shares at a premium of 3.0 per cent. to their NAV (cum-income), which is lower than:
- the weighted average premium of 3.6 per cent. at which new Ordinary Shares were issued; and
- the average premium of 6.0 per cent. at which the Ordinary Shares traded;
over the period from 1 January 2014 to 3 March 2015;
- the Offer has been structured so that Shareholders and other investors can acquire new Ordinary Shares for their ISAs in both the 2014/2015 and 2015/2016 tax years; and
- the Placing Programme should enhance the Company's ability to issue new Ordinary Shares tactically to manage the premium at which the Ordinary Shares trade.
Further Details of the Issues
Introduction
The Initial Placing and the Offer, which are not underwritten, open today, 5 March 2015, and have two closing dates:
- an initial closing date of 11.00 a.m. on Thursday, 26 March 2015; and
- a final closing date of 11.00 a.m. on Wednesday, 15 April 2015.
For tax purposes, Ordinary Shares acquired pursuant to the Initial Placing or Offer will be treated as having been acquired:
- in respect of the March Closing, in the 2014/2015 tax year; and
- in respect of the April Closing, in the 2015/2016 tax year.
Investors may apply for Ordinary Shares to be issued only in respect of the March Closing or the April Closing or for Ordinary Shares to be issued in respect of both the March Closing and the April Closing.
The Placing Programme will open on Thursday, 23 April 2015 and will close on Friday, 4 March 2016 (or any earlier date on which it is fully subscribed).
The maximum number of Ordinary Shares that may be issued pursuant to:
- the Initial Placing and Offer will be:
- in respect of the March Closing, 158,250,000 Ordinary Shares; and
- in respect of the April Closing, such number of Ordinary Shares as shall equal 158,250,000 Ordinary Shares less the number of Ordinary Shares issued pursuant to the March Closing; and
- the Placing Programme will be such number of Ordinary Shares as shall equal 158,250,000 Ordinary Shares less the aggregate number of Ordinary Shares issued pursuant to the Initial Placing and Offer.
The Issues have not been, and will not be, underwritten and, accordingly, the maximum number of new Ordinary Shares available under the Issues should not be taken as an indication of the final number of new Ordinary Shares that will be issued pursuant to them.
Issue Price
The price at which new Ordinary Shares will be issued pursuant to the Initial Placing and Offer is expected to be equivalent to a premium of 3.0 per cent. to the estimated NAV (cum-income) per Ordinary Share at the latest practicable date prior to the relevant issue. Accordingly, the Initial Placing and Offer will be NAV-accretive for existing Shareholders.
Ordinary Shares will only be issued pursuant to the Placing Programme at a price per share that, after Issue Costs, will result in such issues being NAV-accretive for existing Shareholders.
ISAs
Subject to applicable subscription limits, Ordinary Shares issued pursuant to the Offer (but not the Initial Placing or the Placing Programme) are eligible for inclusion in ISAs. The annual ISA investment allowance is £15,000 for the tax year 2014/2015 and is expected to be £15,240 for the tax year 2015/2016.
Conditions
Each Issue will be conditional on:
- resolution 1 (relating to the disapplication of Shareholders' pre-emption rights) set out in the notice convening the EGM being passed;
- the Placing Agreement becoming and remaining unconditional (save only for admission of the ordinary Shares being issued to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market) and neither the Placing Agreement nor Cantor Fitzgerald's obligations thereunder having been terminated in accordance with the terms of the Placing Agreement prior to such admission; and
- admission of the Ordinary Shares being issued to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market by 8.00 a.m. on such date as the Company and Cantor Fitzgerald may agree in relation to such issue.
General
Pursuant to the Placing Agreement, Cantor Fitzgerald has agreed to use its reasonable endeavours to procure commitments to subscribe for Ordinary Shares at the relevant Issue Price pursuant to the Initial Placing on the terms and subject to the conditions set out in the Placing Agreement and the Prospectus and is seeking such commitments from institutional investors, private client investment managers and private client brokers. In connection with the Offer, Cantor Fitzgerald has appointed Alliance Trust Savings and Interactive Investor to market the Ordinary Shares to potential retail investors in the UK.
The Placing Programme is flexible and may have a number of closing dates in order to provide the Company with the ability to issue Ordinary Shares over a period of time. The issue of new Ordinary Shares pursuant to the Placing Programme will be at the discretion of the Directors. The Placing Programme will be implemented through Cantor Fitzgerald on the terms and subject to the conditions set out in the Placing Agreement and the Prospectus.
No fractions of Ordinary Shares will be issued pursuant to the Issues and entitlements to new Ordinary Shares pursuant to the Issues will be rounded down to the nearest whole number.
New Ordinary Shares issued pursuant to the Issues will rank pari passu in all respects with the existing issued Ordinary Shares (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant new Ordinary Shares).
The fixed costs of the Issues are estimated to be approximately £0.14 million (these will be payable irrespective of whether any Ordinary Shares are issued pursuant to the Issues), equivalent to 0.08 per cent. of the NAV (cum income) per Ordinary Share as at 3 March 2015. The total net proceeds of the Issues will depend on the number of new Ordinary Shares issued pursuant to the Issues, the Issue Price of such new Ordinary Shares and the aggregate costs and expenses of the Issues. The net proceeds of the Issues will be invested in accordance with the Company's investment objective and policy.
Proposed Change of Name
CQS Asset Management Limited is the Company's investment adviser and AIFM. The CQS Group is well known as an asset management firm with a speciality in fixed interest securities. The Directors believe that the Company would benefit from being more closely associated with the CQS Group's expertise and that prefacing the Company's name with "CQS" name will allow for more effective marketing of the Ordinary Shares to a broader investor base. The Board is proposing, therefore, that the Company's name should be changed to "CQS New City High Yield Fund Limited".
expected timetable OF PRINCIPAL EVENTS
Extraordinary General Meeting
Latest time for receipt of Forms of Proxy 12.30 p.m. on Saturday, 28 March 2015
Extraordinary General Meeting 12.30 p.m. on Monday, 30 March 2015
Initial Placing and Offer
Initial Placing and Offer opens Thursday, 5 March 2015
- March Closing of Initial Placing and Offer
Latest time for receipt of Initial Placing commitments
and Application Forms 11.00 a.m. on Thursday, 26 March 2015
Dealings commence in Ordinary Shares
issued pursuant to Initial Placing and Offer 8.00 a.m. on Thursday, 2 April 2015
CREST accounts credited with Ordinary Shares
issued pursuant to Initial Placing and Offer
in uncertificated form Thursday, 2 April 2015
Share certificates despatched in respect of Ordinary
Shares issued pursuant to Initial Placing and Offer
in certificated form By Monday, 13 April 2015
- April Closing of Initial Placing and Offer
Latest time for receipt of Initial Placing commitments
and Application Forms 11.00 a.m. on Wednesday, 15 April 2015
Dealings commence in Ordinary Shares
issued pursuant to Initial Placing and Offer 8.00 a.m. on Wednesday, 22 April 2015
CREST accounts credited with Ordinary Shares
issued pursuant to Initial Placing and Offer
in uncertificated form Wednesday, 22 April 2015
Share certificates despatched in respect of Ordinary Shares
issued pursuant to Initial Placing and Offer
in certificated form By Wednesday, 29 April 2015
Placing Programme
Placing Programme opens Thursday, 23 April 2015
Placing Programme closes Friday, 4 March 2016
(or any earlier date on which it is fully subscribed)
Notes:
1. All references in this announcement to times are to the time in London.
2. All times and dates in the "Expected Timetable of Principal Events" and elsewhere in this announcement are subject to change and may be extended or brought forward by the Company (with the agreement of Cantor Fitzgerald and the Investment Manager). Any such change will be notified to investors by the Company making an announcement via a Regulatory Information Service.
APPeNDIX - DEFINITIONS and glossary of terms
The words and expressions listed below have the meanings set out opposite them throughout this document except where the context otherwise requires:
| "Application Form" | the application form for use in connection with the March Closing of the Offer set out in Part 11 of the Prospectus and/or the application form for use in connection with the April Closing of the Offer set out in Part 12 of the Prospectus (as the context may require) |
| "April Closing" | the final closing date for placing commitments pursuant to the Initial Placing and applications pursuant to the Offer, being 11.00 a.m. on Wednesday, 15 April 2015 |
| "Board" | the board of directors of the Company (or any duly authorised committee thereof) from time to time |
| "Cantor Fitzgerald" | Cantor Fitzgerald Europe |
| "certificated form" | not in uncertificated form |
| "Circular" | the circular to Shareholders containing details of the Proposals and the notice convening the EGM dated 5 March 2015 |
| "Company" | New City High Yield Fund Limited |
| "CQS Group" | CQS Cayman Limited Partnership and its subsidiary undertakings from time to time, including the Investment Manager |
| "CREST" | the computerised settlement system enabling securities to be held otherwise than by certificates and transferred otherwise than by written instrument and operated by Euroclear UK & Ireland Limited |
| "Directors" | the directors of the Company from time to time |
| "discount" | in the context of an Ordinary Share, the amount by which its share price is lower than its NAV (expressed as a percentage of the NAV per Ordinary Share) |
| "EGM" | the extraordinary general meeting of the Company convened for Monday, 30 March 2015, commencing at 12.30 p.m. (or any adjournment of that meeting), and notice of which is set out in the Circular |
| "FCA" | the Financial Conduct Authority |
| "FSMA" | the Financial Services and Markets Act 2000 |
| "Initial Issue Price" | (i) in respect of the March Closing of the Initial Placing and Offer, the higher of (a) a premium of 3.0 per cent. to the estimated NAV (cum-income) per Ordinary Share and (b) 90 per cent. of the middle market price of the Ordinary Shares, in each case at the close of business on Friday, 27 March 2015 and (ii) in respect of the April Closing of the Initial Placing and Offer, the higher of (a) a premium of 3.0 per cent. to the estimated NAV (cum-income) per Ordinary Share and (b) 90 per cent. of the middle market price of the Ordinary Shares, in each case at the close of business on Thursday, 16 April 2015 |
| "Initial Placing" | the placing of new Ordinary Shares at the Initial Issue Price on the terms and subject to the conditions set out in the Prospectus |
| "Investment Manager" | CQS Asset Management Limited (trading as New City Investment Managers) |
| "ISA" | an individual savings account maintained in accordance with the Individual Savings Account Regulations 1998 (as amended) |
| "Issue Costs" | the costs and expenses incurred or payable by the Company in connection with the Issues or any issue of Ordinary Shares pursuant to the Issues (as the context may require and in all cases excluding the costs and expenses of preparing the Prospectus), and references to the "Issue Costs per new Ordinary Share" shall mean the Issue Costs incurred or payable by the Company in relation to an issue of new Ordinary Shares pursuant to the Issues (excluding the costs and expenses of preparing the Prospectus) divided by the number of such shares issued on that occasion |
| "Issue Price" | the Initial Issue Price and/or the Placing Programme Price (as the context may require) |
| "Issues" | the issue of up to 158,250,000 Ordinary Shares pursuant to the Initial Placing, the Offer for Subscription and/or the Placing Programme (as the context may require) |
| "London Stock Exchange's Main Market" or "Main Market" | London Stock Exchange plc's market for listed securities |
| "March Closing" | the initial closing date for placing commitments pursuant to the Initial Placing and applications pursuant to the Offer, being 11.00 a.m. on Thursday, 26 March 2015 |
| "NAV" | in relation to (i) the Company, the value of the assets of the Company less its liabilities and (ii) the Ordinary Shares, the value of the assets of the Company less its liabilities divided by the number of Ordinary Shares in issue and references to the NAV being "cum-income" or "ex-income" shall be to that NAV being calculated including or excluding, as appropriate, the current financial year income |
| "Offer" or "Offer for Subscription" | the offer for subscription to the public of Ordinary Shares at the Initial Issue Price on the terms and subject to the conditions set out in the Prospectus |
| "Official List" | the list maintained by the UK Listing Authority pursuant to Part VI of FSMA |
| "Ordinary Shares" | ordinary shares of no par value in the capital of the Company |
| "Placing Agreement" | the placing agreement amongst the Company, CQS Cayman Limited Partnership, Cantor Fitzgerald and BDO LLP (acting as the Company's sponsor in connection with the Issues), details of which agreement are set out in paragraph 8.3 of Part 6 of the Prospectus |
| "Placing Programme Price" | in relation to a new Ordinary Share to be issued pursuant to the Placing Programme, the price payable for that share, which shall not be: (i) less than the higher of: (a) the aggregate of (i) the estimated prevailing NAV (cum-income) per Ordinary Share at the time the proposed issue is agreed and (ii) the Issue Costs per new Ordinary Share; and (b) 90 per cent. of the middle market price of the Ordinary Shares at the time the proposed issue is agreed; or (ii) higher than the best offer price per Ordinary Share at the time the proposed issue is agreed; and, for the avoidance of doubt, such price will be determined at the time of each proposed issue of Ordinary Shares pursuant to the Placing Programme |
| "Placing Programme" | the programme of placings and/or tap issues of new Ordinary Shares at the Placing Programme Price on the terms and subject to the conditions set out in the Prospectus |
| "premium" | in the context of an Ordinary Share, the amount by which its share price is higher than its NAV (expressed as a percentage of the NAV per Ordinary Share) |
| "Prospectus" | the prospectus relating to the Company prepared in accordance with the Prospectus Rules in connection with the Issues and dated 5 March 2015 |
| "Prospectus Rules" | the prospectus rules made by the FCA under section 73A of FSMA |
| "Proposals" | the proposals (i) to disapply Shareholders' pre-emption rights in relation to the issue of up to 158,250,000 Ordinary Shares and (ii) to change the Company's name, details of which are set out in this announcement and the Circular |
| "rating" | in the context of the Company or its Ordinary Shares, the price at which the Ordinary Shares trade relative to their NAV |
| "Shareholders" | holders of Ordinary Shares |
| "UK Listing Authority" | the FCA acting in its capacity as the competent authority for the purpose of admissions to the Official List |
| "uncertificated form" | recorded in the Company's register of members as being held in uncertificated form in CREST and title to which may be transferred by means of CREST |
| "United States" | the United States of America, its territories and possessions, any state or other political sub-division of the United States of America and the District of Columbia |
Note: All references in this announcement to 3 March 2015 should be regarded as being references to the latest practicable date prior to the release of this announcement.
IMPORTANT NOTICE
This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or South Africa. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to in this announcement, including the Circular and the Prospectus, comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, Japan, New Zealand or South Africa or in any other jurisdiction to whom or in which such offer or solicitation is unlawful.
The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Ordinary Shares have not been, and will not be' registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, New Zealand or South Africa.
The offer of Ordinary Shares referred to in this announcement has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or South Africa. Subject to certain exceptions, the Ordinary Shares referred to in this announcement may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa.
Cantor Fitzgerald, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and for no one else in connection with the Initial Placing, the Offer, the Placing Programme and the Issues and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald or for providing advice in relation to the Initial Placing, the Offer, the Placing Programme, the Issues or any other matter referred to in this Prospectus. Nothing in this paragraph shall serve to exclude or limit any responsibilities that Cantor Fitzgerald may have under FSMA or the regulatory regime established under FSMA.
None of the Company, Cantor Fitzgerald 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, its subsidiaries 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, Cantor Fitzgerald 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.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: New City High Yield Fund Ltd via Globenewswire
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