Toro Limited
23 October 2017
Notice of EGM re Scrip Dividend and Name Change
Toro Limited (the "Company") today announces proposals to introduce a scrip dividend scheme, a dividend currency election and a change of the Company's name to "Chenavari Toro Income Fund Limited".
The scrip dividend scheme, which will allow shareholders to elect to receive new shares in the Company in lieu of cash dividends, and the change of name are subject to the approval of shareholders at an extraordinary general meeting ("EGM") to be held at Old Bank Chambers, La Grande Rue, St Martin's, Guernsey, Channel Islands, GY4 6RT at 9:30 a.m. on 15 November 2017.
The dividend currency election will permit shareholders to elect to receive dividends in sterling rather than euros.
Subject to shareholder approval as stated above, the scrip dividend scheme will be available in respect of the dividend declared on 20 October 2017 for the period 1 July October to 30 September 2017. The dividend currency election will also be available in respect of the above dividend.
Shareholders wishing to take the above dividend in scrip or to make a dividend currency election should follow the procedure set out in the circular to shareholders that has posted today (the "Circular"). Notice of the EGM is also set out in the Circular.
Copies of the following documents have been submitted to the National Storage Mechanism (NSM) and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM:
• The Circular
• form of proxy for the EGM
Each of the above mentioned documents are also now available to view on, and download from the Company's website at http://www.torolimited.gg/. Neither the NSM website nor the Company's website nor the content of any website accessible from hyperlinks on those websites (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.
Enquiries:
Kirstie Sumarno
Chenavari Investment Managers
Email: [email protected]
Telephone: +44 20 7259 3600
Robert Peel
Fidante Capital
Email: [email protected]
Telephone: +44 20 7832 0983
IMPORTANT INFORMATION
This document has been issued by Toro, and should not be taken as an inducement to engage in any investment activity and is for the purpose of providing information about the Company. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any share in the Company or securities in any other entity, in any jurisdiction, including the United States, Canada, Japan, South Africa 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.
This document, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, Canada, Japan, South Africa or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any national, resident or citizen of the United States, Canada, Japan or South Africa. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions.
The shares issued and to be issued by the Company (the "Shares") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act). No public offering of the Shares 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 "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the merits of the offering of the Shares or the adequacy or accuracy of the Company's prospectus. Any representation to the contrary is a criminal offence in the United States. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors may be required to bear the financial risks of their investment in the Shares for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this document is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this document, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any, targets, estimates or forecasts contained in this document and nothing in this document is or should be relied on as a promise or representation as to the future.
Unless otherwise indicated, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date.
All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. All investments to be held by the Company involve a substantial degree of risk, including the risk of total loss. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. You should always seek expert legal, financial, tax and other professional advice before making any investment decision.
