Proposed placing of C Shares

RNS Number : 6306Z

Africa Opportunity Fund Limited

10 February 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR THE UNITED STATES OF AMERICA OR TO US PERSONS.

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities except on the basis of information in the prospectus to be published by the Company in due course in connection with the admission of the existing ordinary shares and C shares to trading on the Specialist Fund Market of the London Stock Exchange (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the offices of Edmond de Rothschild Securities (UK) Limited.

10 February 2014

Africa Opportunity Fund Limited

Proposed placing of C Shares

Further to the announcement on 16 January 2014, the Company is proposing to raise up to US$100 million by way of a placing of C shares ("C Shares") at a placing price of US$1.00 per C Share (the "Placing") and the admission to trading of the Ordinary Shares being moved from AIM to the Specialist Fund Market of the London Stock Exchange ("Admission").

It is currently expected that Admission will become effective and that dealings will commence before the end of March 2014.  C Shares are not eligible for admission to AIM.  The Company will however be able to issue C Shares pursuant to the Placing if the C Shares are admitted to trading on the Specialist Fund Market.

The Company and its investment manager, Africa Opportunity Partners Ltd (the "Investment Manager") also intend, conditionally upon completion of the Placing, to amend the management fee payable to the Investment Manager pursuant to which the Investment Manager will receive a management fee from Admission equal to the aggregate of: (i) two per cent. of the net asset value per annum up to US$50 million; and (ii) one per cent. of the net asset value per annum in excess of US$50 million, payable in US$ quarterly in advance. The annual carried interest payable to the Investment Manager's management team will continue unchanged.

The directors currently intend to take the opportunity before Admission to propose, as an ordinary resolution, that the Company continue in existence. If the continuation resolution is passed, a further continuation resolution will be put to shareholders at an extraordinary general meeting in 2019 and every five years thereafter.  It is currently anticipated that, immediately following the continuation vote scheduled to be held in 2019, the Company will provide shareholders with an opportunity to realise all or part of their shareholding in the Company. This realisation opportunity would be conditional on completion of the Placing and subject to shareholder approval.

The Placing and Admission are subject, inter alia, to market conditions and further details will be announced in due course. For further information, please contact:

Africa Opportunity Fund Limited
Francis Daniels                                                                                    Tel: [phone]

Edmond de Rothschild Securities (UK) Limited, Broker & Financial
Adviser
Hiroshi Funaki                                                                                      Tel: [phone]

Andrew Davies (Sales)                                                                         Tel: [phone]

William Marle                                                                                       Tel: [phone]
[e-mail]

Grant Thornton UK LLP, Nominated Adviser                                 
Philip Secrett                                                                                        Tel: [phone]

David Hignell                                                                                        Tel: [phone]

[e-mail]

This announcement has been prepared by the Company for information purposes only and does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, the C Shares in any jurisdiction. Any offer and/or sale of C Shares will not be registered under the applicable securities laws of the United States, Australia, Canada, South Africa or Japan. Subject to certain exceptions, the C Shares may not be offered or sold within the United States, Australia, Canada, South Africa or Japan or to any national, resident or citizen of the United States, Australia, Canada, South Africa or Japan. This announcement does not constitute any form of financial opinion or recommendation on the part of the Company or any of its affiliates or advisers and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities in any jurisdiction.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the securities referred to in this announcement or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

 

END

 

 

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