PUBLICATION OF PROSPECTUS AND CIRCULAR

RNS Number : 4531Y

VPC Specialty Lending Invest. PLC

08 September 2015

 

8 September 2015

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

This announcement is an advertisement and does not constitute a prospectus and investors must only subscribe for or purchase any shares referred to in this announcement on the basis of information contained in a prospectus (the "Prospectus") to be published by VPC Specialty Lending Investments PLC (the "Company" or "VSL") and not in reliance on this announcement. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company. This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, a recommendation regarding the issue 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 is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

The Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. Further, the Company will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"). Reproduction or redistribution of this announcement in the United States may be prohibited by law and no recipient of this announcement may reproduce or redistribute this announcement in the United States.

VPC Specialty Lending Investments PLC

PUBLICATION OF PROSPECTUS AND CIRCULAR

The Board of Directors (the "Board") of VSL announces the publication of a Prospectus today in relation to the proposed issue of up to 500 million new ordinary and/or C shares (collectively "Shares") in aggregate through a Share Issuance Programme over the next 12 months (the "Share Issuance Programme"), commencing with an initial issue of C shares through, inter alia, a Placing, Offer for Subscription and Intermediaries Offer at a price of £1.00 per C share (the "Issue"), targeting gross proceeds of at least £200 million.

Since the IPO of the Company in March 2015, Victory Park Capital Advisors, LLC ("VPC" or "the Investment Manager") has been able to rapidly invest the net IPO proceeds in accordance with the investment policy of the Company and, on 22 July 2015, the Company announced that the net IPO proceeds had been substantially fully invested, ahead of the Company's stated target to do so within six months of admission.

The Investment Manager continues to see a strong pipeline of investment opportunities across a range of specialty lending platforms ("Platforms"). Over the last 5 months, across the Company and other investment vehicles it manages, the Investment Manager has been deploying capital into existing Platform capacity at an average monthly rate in excess of $120 million. Near term opportunities include greater capacity with existing Platforms, through organic loan growth, geographic breadth and product expansion, including multiple products which are proprietary to the Investment Manager. Additionally, further opportunities exist to gain exposure to new Platforms to the Company, including several Platforms with which the Investment Manager has existing platform agreements.

In light of this strong pipeline of investment opportunities in both existing and new Platforms, the Company announced on 29 June 2015 its intention to raise additional funds via a C share issue.

In addition, Shares in VSL became Individual Savings Account ("ISA") eligible with effect from 1 July 2015. In order to enable existing and new UK shareholders to take advantage of the tax benefits of holding shares within an ISA wrapper, the Company has decided to issue the C shares by way of an offer for subscription and intermediaries offer, as well as an institutional placing. This offer structure requires the production of the Prospectus published today.

In order to retain the flexibility to issue further shares pursuant to a share issuance programme by way of an offer for subscription alongside an institutional placing, the Directors are proposing to implement a new share issuance programme for up to 500 million ordinary and/or C shares in aggregate. Assuming an initial issue of at least 200 million C shares, the Company would have authority to issue up to a further 300 million Shares in aggregate over the course of the Share Issuance Programme, equivalent to (and replacing) the existing authority available under the share issuance programme implemented at the time of IPO.

The Directors believe that the Share Issuance Programme offers the following principal benefits for Shareholders:

·       the net proceeds will be used to take advantage of near to medium term opportunities to make further investments in the specialty lending sector in accordance with the Company's investment policy and investment objective;

·       the additional monies raised will enable the Investment Manager to further diversify the Company's portfolio;

·       allow the Company to tailor future equity issues to its immediate pipeline of investments, providing flexibility and minimising cash drag;

·       the option to issue C Shares will avoid dilution of existing holdings until at least 90 per cent. of the proceeds of any C share issue are deployed; existing holders would therefore not be participating in a portfolio containing a substantial amount of un-invested cash before the conversion of any C Shares in issue;

·       enable the Company to issue new Shares tactically so as to better manage the premium to Net Asset Value per Share at which the Shares may trade;

·       an increase in the size of the Company should improve liquidity and enhance the marketability of the Company, resulting in a broader investor base over the longer term; and

·       enable the Company to grow, thereby spreading fixed costs over a larger capital base which should reduce ongoing expenses per Share.

Jefferies International Limited ("Jefferies") is acting as sole broker, sponsor and bookrunner in relation to the Issue.

Dividends

The Company is targeting a net dividend yield of 8.0 per cent. and a net total return in excess of 10.0 per cent. per annum following full investment. The yield on the Company's current portfolio is in line with expectations in order to meet this target dividend yield for Ordinary Shareholders. 

The Company declared its first dividend on 13 August 2015 of 0.9 pence per Ordinary Share which was paid on 3 September 2015, in respect of the period from 17 March 2015 to 30 June 2015. The Company intends to pay dividends on a quarterly basis with dividends declared in February, May, August and November in each year and paid within one month of being declared.

Investors should note that the target dividend, including its declaration and payment frequency, is a target only and not a profit forecast. There can be no guarantee that this target will be met.

Circular

The Company has today posted a circular to Shareholders ("Circular"), convening a general meeting at which the Directors are seeking authority, inter alia, to issue and allot Shares in respect of the Share Issuance Programme. This authority to issue and allot Shares in respect of the Share Issuance Programme will, if passed, replace the existing authority to issue Shares under the share issuance programme referred to in the Company's prospectus published on 26 February 2015.

Expected Timetable

Placing, Offer for Subscription and Intermediaries Offer Opens	8 September 2015
General Meeting	2.30 p.m. on  24 September 2015
Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer	11.00 a.m. on  29 September 2015
Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription	11.00 a.m. on  29 September 2015
Latest time and date for commitments under the Placing	3.00 p.m. on  29 September 2015
Publication of results of the Issue	30 September 2015
Admission and dealings in C Shares commence	8.00 a.m. on 2 October 2015
CREST accounts credited with uncertificated C Shares	2 October 2015
Where applicable, definitive share certificates despatched by post in the week commencing	5 October 2015

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. All references to times in this announcement are to London times. In particular the Board may, with the prior approval of the Investment Manager and Jefferies, bring forward or postpone the closing time and date for the Issue. In the event that such date is changed, the Company will notify investors who have applied for C shares pursuant to the Issue of changes to the timetable either by post, electronic mail or by the publication of a notice through a Regulatory Information Service.

Dealing Codes

The Company's ticker symbol for Ordinary Shares is VSL, the ISIN is GB00BVG6X439 and the SEDOL is BVG6X43.

The Company's ticker symbol for C Shares will be VSLC, the ISIN will be GB00BVG6X652 and the SEDOL will be BVG6X65.

Further details of the Share Issuance Programme, including the Issue, are set out in the Prospectus, which, together with the Circular, will be available today on the Company's website at http://vpcspecialtylending.com.

Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.

Any defined terms used in this announcement are as set out in the Prospectus and/or the Circular unless otherwise stated.

For further information, please contact:

Victory Park Capital Brendan Carroll (Partner and Co-Founder)	via Newgate (below)
Gordon Watson (Principal, Investment Manager)
Jefferies (Sole Broker, Sponsor and Bookrunner)	Tel: [phone]
Gary Gould
Alex Collins Mark James
Newgate (PR Adviser)	Tel: [phone]
James Benjamin Alex Shilov Andre Hamlyn	Email: [e-mail]

IMPORTANT NOTICES AND DISCLAIMERS

The content of this announcement, which has been produced by and is the sole responsibility of the Company, has been approved by Jefferies solely for the purposes of section 21(2) (b) of the Financial Services and Markets Act 2000 (as amended).

This announcement is an advertisement. It 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 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.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

Recipients of this announcement who are considering acquiring Shares following publication of the Prospectus are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus which may be different from the information contained in this announcement. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. This announcement has not been approved by any competent regulatory authority.

Jefferies, which is authorised and regulated 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 Jefferies or advice to any other person in relation to the matters contained herein.

Neither Jefferies nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, 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 this announcement or its contents or otherwise arising in connection therewith.

In connection with the Issue, Jefferies and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase C Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such C Shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in the Prospectus, once published, to the C Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Jefferies and any of its affiliates acting as investors for their own accounts.

The C Shares have not been, nor will they be, registered under the US Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. Further, the Company will not be registered under the US Investment Company Act. Subject to certain exceptions, the C Shares may not be offered or sold in any member state of the EU other than the United Kingdom, the United States of America, Canada, Australia or Japan or to or for the account or benefit of any national, resident or citizen of any member state of the EU other than the United Kingdom, Canada, Australia or Japan or any person located in the United States (except in transactions that are exempt from, or not subject to, registration under the US Securities Act and that will not cause the Company to be an "investment company" under the US Investment Company Act). The Issue and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement may include "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus.  These forward-looking statements speak only as at the date of this announcement. The Company and Jefferies expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

The Issue timetable as set out in this announcement is subject to change and there can be no guarantee that the Issue will proceed and that Admission will take place. This announcement does not constitute any form of any form of recommendation or advice in respect of the Company or the Issue and recipients of this announcement who are considering acquiring Shares are advised to consult with a professional adviser as to the suitability of such an investment. The value of Shares can decrease as well as increase and past performance cannot be relied upon as a guide to future performance.

 

END

 

 

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