T2 Income Fund Limited
22 April 2008
T2 Income Fund Limited
Announcement of Cancellation of Investment Adviser Options
The Directors of T2 Income Fund Limited (TIDM: T2I) (the 'Company') announce
that agreement has been reached with T2 Advisers, LLC, the Company's investment
adviser (the 'Investment Adviser') for the cancellation of the options held by
the Investment Adviser to acquire 4,222,222 of the Company's ordinary shares
(the 'Options'), in consideration of a one off cash payment by the Company to
the Investment Adviser of £1.4 million. The cancellation became effective on 21
April 2008. Cancellation of the Options will prevent the dilutive effect of
their exercise. The Company's Board of Directors, having considered the
economic effect of that dilution (which represented a growing liability with a
potential terminal value much greater than the one off payment to the Investment
Adviser), has determined the transaction to be in the best interests of the
Company's shareholders.
Options to acquire 4,222,222 ordinary shares were awarded to the Investment
Adviser at the time of the Company's admission to AIM. All of these Options are
currently exercisable and will remain so until 5 August 2015.
The Options awarded at admission initially had an exercise price of £1 per
share. The exercise price has been reduced by the amount of each dividend
subsequently declared by the Company. The exercise price will continue to be
reduced by the amount of each dividend declared by the Company prior to exercise
of the Options, subject to a minimum exercise price of 1p per share. Therefore,
exercise of the Options by the Investment Adviser could be significantly
dilutive to shareholders, and this dilutive effect will further increase as the
Company continues to declare dividends and the exercise prices for the Options
decrease.
Accordingly, the Company and the Investment Adviser have reached agreement that
the Investment Adviser should now surrender the Options for cancellation by the
Company in consideration of payment by the Company to the Investment Adviser of
£1.4 million. This amount has been agreed between the Company and the
Investment Adviser based on a determination of the present value of the Options
with the application of a further discount.
The cancellation of the Options by the Company is a related party transaction
under Rule 13 of the AIM Rules. The Directors (with the exception of Mr. Saul
Rosenthal and Mr. Patrick Conroy, both of whom are principals of the Investment
Adviser) consider, having consulted with the Company's nominated adviser, Grant
Thornton Corporate Finance, that the terms of the transaction are fair and
reasonable insofar as the Company's shareholders are concerned.
22 April 2008
Contact:
Patrick Conroy
T2 Income Fund Limited
+1 203 983-5282
Philip Secrett
Nominated Adviser
Grant Thornton Corporate Finance
+44 (0) 207 383 5100
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