RESULTS OF THE PLACING AND OP

RNS Number : 4532S

Queen's Walk Investment Limited

10 September 2010

 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

10 September 2010

QUEEN'S WALK INVESTMENT LIMITED

RESULTS OF THE PLACING AND OPEN OFFER

On 17 August 2010, the Board of Directors of Queen's Walk Investment Limited (the "Company") announced plans for a capital raising of approximately €26.64 million (€24.88 million net of expenses) by way of a Placing and Open Offer of 13,322,328 New Ordinary Shares at €2.00 per New Ordinary Share (the "Capital Raising").

Placees procured by Liberum Capital conditionally committed to subscribe for all the New Ordinary Shares at the Offer Price subject to clawback to satisfy valid applications by existing Qualifying Open Offer Shareholders under the Open Offer.

The Open Offer closed for acceptances at 11:00 a.m on 9 September 2010. The Company is pleased to announce that it has received valid acceptances in respect of 1,298,416 New Ordinary Shares from Qualifying Open Offer Shareholders. As disclosed in the Prospectus, Cheyne ABS Opportunities Fund LP, which holds 15,773,804 Ordinary Shares representing 59.2 per cent. of the Existing Ordinary Shares in the Company, has agreed in writing not to take up its Open Offer Entitlement. Therefore the valid acceptances received represent approximately 23.9 per cent. of the New Ordinary Shares to be issued pursuant to the Capital Raising excluding the entitlement of Cheyne ABS Opportunities Fund LP. The remaining 12,023,912 New Ordinary Shares to be issued pursuant to the Capital Raising have been allocated to Placees procured by Liberum Capital.   

The Capital Raising is conditional on, inter alia, the approval of the Required Resolutions by Shareholders at the Extraordinary General Meeting, to be convened at 11.00 a.m. on 15 September 2010 at the registered office of the Company at Dorey Court, Admiral Park, St. Peter Port, Guernsey GY1 3BG, and Admission of the New Ordinary Shares occurring by no later than 8.00 a.m. on 16 September 2010.

Application will be made to the UKLA for the New Ordinary Shares to be admitted to the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. Subject to Shareholder approval of the Required Resolutions, it is expected that Admission will become effective on 16 September 2010 and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 16 September 2010.

The New Ordinary Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Terms set out in this announcement but not defined are as defined in the Prospectus dated 17 August 2010.

-ENDS-

For further information:

Investor Relations Natalie Withers Tel: [phone]
M: Communications Caroline Villiers Tel: [phone] Mob: [phone] James Wallis Tel: [phone] Mob: [phone]
Liberum Capital (Sponsor, Financial Adviser and Bookrunner) Chris Bowman / Tom Fyson / Richard Bootle Tel:  [phone]

The securities described in this document have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States or under the securities laws of Australia, Canada, Japan or South Africa. Consequently, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred delivered or distributed, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons. No public offering of the securities is being made in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") and, as such, investors will not be entitled to the benefits of the US Investment Company Act. No offer, purchase, sale, exercise or transfer of the securities may be made except under circumstances which will not result in the Company being required to register as an investment company under the US Investment Company Act.

The release, publication or distribution of this document into jurisdictions other than the United Kingdom may be restricted by law.  Persons to whom this document is made available should, therefore, inform themselves about and observe any such restrictions.  No action has been taken by the Company that would permit the offer or sale of any securities or possession or distribution of this document in any jurisdiction where action for that purpose is required.  Any failure to comply with such restrictions may constitute a violation of the laws of such jurisdictions.

This document is produced for information purposes only and does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this document nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of the Company or any other entity or any persons holding securities of the Company and no information set out in this document or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. An investment decision must be made solely on the basis of the Prospectus.

This communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate to, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) provided that in the case of persons falling into categories (ii) or (iii), the communication is only directed at persons who are also "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (each a "Relevant Person"). Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such Relevant Persons. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication. You represent and agree that you are a Relevant Person.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Recipients of this document are recommended to seek their own independent legal, tax, financial and other advice and should rely solely on their own judgement, review and analysis in evaluating the Company, its business and its affairs. Potential investors and their representatives are invited to ask questions of, and receive answers from, the Company and Cheyne Capital Management (UK) LLP ("Cheyne") concerning the contemplated investment to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information herein.

This document may contain certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements can be indentified by terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will", and "would", or the negative of those terms or other comparable terminology. The forward-looking statements are based on the Company's beliefs, assumptions, and expectations of future performance and market developments, taking into account all information currently available. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known or are within the Company's control. If a change occurs, the Company's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward looking statements. Some of the factors that could cause actual results to vary from those expressed in forward looking statements, include, but are not limited to: the factors described in this document; the rate at which the Company deploys its capital in investments and achieves expected rates of return; the Company and Cheyne's ability to execute the Company's investment strategy, including through the identification of a sufficient number of appropriate investments; the continuation of Cheyne as investment manager and sub-investment manager, respectively, of the Company's investments; the continued affiliation with Cheyne of its key investment professionals; the Company's financial condition and liquidity; changes in the values of or returns on investments that the Company makes; changes in financial markets, interest rates or industry, general economic or political conditions; and the general volatility of the capital markets and the market price of the Company's shares.

By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events, and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. Any forward-looking statements are only made as at the date of this document, and the Company and Cheyne neither intends nor assumes any obligation to update forward-looking statements set forth in this document whether as a result of new information, future events, or otherwise, except as required by law or other applicable regulation. In light of these risks, uncertainties, and assumptions, the events described by any such forward-looking statements might not occur. The Company qualifies any and all of its forward-looking statements by these cautionary factors. Please keep this cautionary note in mind while reading this document.

Liberum Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and no-one else in connection with the potential offering of securities by the Company and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Liberum Capital or for providing advice in relation to the offer of securities by the Company.

By reading this document you will be deemed to have represented, warranted and undertaken for the benefit of the Company, Cheyne and Liberum Capital and others that (a) you are outside of the United States and are a "Relevant Person" (as defined above), (b) you have read and agree to comply with the contents of this notice, you will keep the information in this document and delivered during any accompanying document and all information about the Company confidential, and will not reproduce or distribute, in whole or in part, (directly or indirectly) any such information, until such information has been made publicly available and take all reasonable steps to preserve such confidentiality, and (c) you are permitted, in accordance with applicable laws, to receive such information.

 

END

 

 

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