Proposed Placing of New Shares

RNS Number : 4850H

ICG-Longbow Snr Sec UK Prop DebtInv

13 March 2018

 

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

This announcement does not constitute a recommendation regarding any securities. Any investment in the shares referred to in this announcement may be made only on the basis of information contained in the prospectus published on 27 April 2017 by ICG-Longbow Senior Secured UK Property Debt Investments Limited (the "Prospectus").

13 March 2018

ICG-Longbow Senior Secured UK Property Debt Investments Limited

(the "Company" or "Group")

Proposed placing of New Shares

The Board of Directors of the Company today announces a placing of new Ordinary Shares ("New Shares") under its Placing Programme (the "Placing"). The Placing is being effected in order to allow the Company to take advantage of an attractive pipeline of investment opportunities in the near term. 

Following the change of investment policy in 2017, the Board have been seeking to capitalise on what the Board and the Investment Adviser believe to be attractive market conditions for UK real estate debt investments with the clear intention of growing the Company as well as reinvesting proceeds from any repayments from the existing portfolio from time to time. As set out in the Company's recent portfolio update announcement on 2 March 2018, the Company's Investment Adviser has originated or extended approximately £45 million of investments within the Company's portfolio, has remained substantially fully invested, minimising cash drag and has developed a strong pipeline of further potential lending opportunities going into Q2 2018.

The pipeline includes in excess of £50 million of near term opportunities, including a new loan totalling £17.5 million in relation to a London industrial estate with an expected LTV of approximately 65%. This loan, which remains subject to contract and due diligence, is expected to enhance the weighted average investment coupon of the portfolio, extend the weighted average portfolio maturity and further diversify the Company's portfolio.

To date approximately 8.8 million Ordinary Shares have been issued under the Placing Programme, with approximately 31.2 million Ordinary Shares remaining to be issued under the current Placing Programme authority.

The price at which each New Share will be issued pursuant to the Placing will be 101 pence per Ordinary Share (the "Placing Price").  The Placing Price represents a premium of 1.71% to the latest estimated Net Asset Value of 99.3 pence per Ordinary Share as at 31 January 2018 (being 100.8 pence net of the 1.5 pence per Share dividend declared by the Company on 13 March 2018).

Cenkos Securities plc ("Cenkos") is acting as the Company's sole Placing Agent in relation to Placing.

The Placing will open immediately following this announcement and prospective investors are invited to contact Cenkos for further details of the Placing. The Placing is expected to close at 1.00 p.m. (London time) on 22 March 2017 but may close earlier (or later) at the absolute discretion of the Company, in consultation with Cenkos.

Applications will be made to the UKLA and the London Stock Exchange for all of the New Shares issued pursuant to the Placing to be admitted to the Premium Listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that dealings will commence on 27 March 2018.

The New Shares will, when issued and fully paid, include 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. The New Shares issued under the Placing will not be entitled to the dividend of 1.5 pence per Share declared by the Company on 13 March 2018 and payable to Shareholders on 20 April 2018.

The terms and conditions of the Placing are included in the Prospectus which is available for inspection at the Company's registered office and via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm.

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus.

Expected timetable

Placing opens	13 March 2018
Latest time and date for receipt of commitments under the Placing	1:00 p.m. on 22 March 2018
Results of Placing announced and trade date	23 March 2018
Admission and dealings in Placing Shares commence	27 March 2018

The dates and times specified above are subject to change without notice. References to times are to London times. Any changes to the expected timetable will be notified by the Company through a Regulatory Information Service.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that such New Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.

For further information please contact:

Estera International Fund Managers (Guernsey) Limited:
James Christie	[phone]
Cenkos Securities:
Will Rogers Alex Collins Tom Scrivens Oliver Packard Andrew Worne	[phone] [phone] [phone] [phone] [phone]
Maitland Consultancy Limited:
Seda Ambartsumian	[phone]
ICG-Longbow Martin Wheeler	[phone]

ICG Longbow LEI: 2138008BKBH3OP2CA764

The content of this announcement has been prepared by, and is the sole responsibility of, ICG-Longbow Senior Secured UK Property Debt Investments Limited.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.

In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction.

Certain statements made in this announcement are forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements.

The information contained in this announcement is subject to change without notice and the Company does not take any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Guidance and Transparency Rules). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement, as a prediction of actual results or otherwise.

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 Cenkos Securities plc ("Cenkos") 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 EEA (other than the United Kingdom), other than to: (1) "qualified investors" within the meaning of the law in the Relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the EU Prospective Directive 2003/71 EC, which includes legal entities which are regulated by the FCA or entities which are not so regulated whose corporate purpose is solely to invest in securities; and (2) residents to whom the New Shares may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of the Relevant Member State, if that Relevant Member State has implemented the AIFM Directive.

The New Shares have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the U.S. Investment Company Act of 1940, as amended or any other applicable securities laws and may not be offered, sold, exercised, resold, transferred or delivered, 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), except pursuant to an 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 in the United States.

There will be no public offer of the New Shares in the United States. The New Shares are being offered and sold outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. The New Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The New Shares have not been registered under the applicable laws of Australia, Canada, the Republic of South Africa or Japan and, subject to certain exemptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

This announcement does not constitute a prospectus relating to the Company and does not constitute, or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction 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 or act as any inducement to enter into, any contract therefor. Recipients of this announcement are reminded that applications for New Shares may be made solely on the basis of the information contained in the Prospectus.

Cenkos, which is authorised and regulated in the United Kingdom 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 Cenkos or advice to any other person in relation to the matter contained herein.

None of the Investment Adviser or Cenkos, 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 for any loss howsoever arising from any use of the announcement or its contents aside from the responsibilities and liabilities, if any, which may be imposed by FSMA, as amended or the regulatory regime established thereunder or any other applicable regulatory regime. The Investment Adviser and Cenkos 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.

 

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