Issue of Equity

RNS Number : 6792I

ICG-Longbow Snr Sec UK Prop DebtInv

23 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 does not constitute a recommendation regarding any securities. Any investment in the shares referred to in this announcement is 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").

23 March 2018

ICG-Longbow Senior Secured UK Property Debt Investments Limited

(the "Company")

Issue of Equity

Further to the announcement on 13 March 2018, the Company is pleased to announce that it has raised £4.3 million through a placing of 4,260,000 new Shares at 101 pence per share (the "New Shares") pursuant to the terms and conditions of the Company's placing programme set out in the Prospectus (the "Placing").

The Company intends to use the net proceeds of the Placing towards funding its near term pipeline of investment opportunities, including to fund further draw downs on existing loans. 

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

Applications have been made to the UKLA and the London Stock Exchange for all of the 4,260,000 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.

Following the completion of the Placing there will be 121,302,779 Shares in issue. Each Share carries the right to one vote and, therefore, the total number of voting rights in the Company on Admission will be 121,302,779. This figure may be used by Shareholders and other investors as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

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

For further information please contact:

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

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.

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.

This announcement does not constitute or form part of, and should not be considered as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, 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.

Cenkos Securities plc ("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 Intermediate Capital Managers Limited (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.

 

END

 

 

IOESEAFWEFASELD