NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION
CHENAVARI TORO INCOME FUND LIMITED (the "Company")
14 February 2019
Tender Offer results
Results of Extraordinary General Meeting
Reissuance parameters
Tender Offer results
Further to the Tender Offer launched by the Company on 14 January 2019 for up to 5.0 per cent. of the Shares in issue (excluding any Shares currently held in treasury), the Company today announces that 8,625,732 Shares were validly tendered pursuant to the Tender Offer, representing 2.6 per cent of the Shares in issue. At the Tender Price of EUR 0.8341, this represents a Tender Offer of EUR 7,194,723.
Qualifying Shareholders who validly tendered a percentage of their Shares equal to or less than their Tender Offer Entitlement shall have all tendered Shares purchased in full at the Tender Price.
Results of Extraordinary General Meeting
At the Extraordinary General Meeting held at 10.00 a.m. on the 13 February 2019 at the offices of Estera Administration (Guernsey) Limited, Old Bank Chambers, La Grande Rue, St Martins, Guernsey, Channel Islands, GY4 6RT, the Ordinary Resolution as set out in the Notice of Extraordinary General Meeting dated 14 January 2019 authorising the Company to make market purchases pursuant to the Tender Offer and to reissue Treasury Shares was duly passed without amendment.
The number of votes for and against the Ordinary Resolution and the number of votes withheld were as follows:
For |
Against |
At Discretion |
Withheld |
203,570,829 |
3,150,774 |
5,771,123 |
0 |
In total, 65.0 per cent. of the Shares in issue voted on the resolution.
"Votes withheld" are not votes in law and are not counted in the calculation of the proportion of votes for or against a resolution.
Shareholders should refer to the Circular for the full terms of the Tender Offer
Reissuance parameters
The Shares purchased by the Company under the Tender Offer will be held as Treasury Shares in accordance with the Law.
Immediately following the release of this announcement, investors will have the opportunity, during London Stock Exchange trading hours on the 14 February 2019, to participate in the Reissuance, pursuant to which Treasury Shares will be made available to investors for purchase.
In order to ensure that the combined effect of the Tender Offer and the Reissuance are not dilutive for remaining Shareholders, the maximum amount of Treasury Shares available for Reissuance will be as follows:
- 5,502,000 Treasury Shares to be issued at EUR 0.7850 (floor price equal to 80 per cent. of the 31 December 2018 NAV per Share, as announced on 14 January 2019), or
- 5,646,000 Treasury Shares to be issued at EUR 0.7900, or
- 5,798,000 Treasury Shares to be issued at EUR 0.7950, or
- 5,957,000 Treasury Shares to be issued at EUR 0.8000, or
- 6,126,000 Treasury Shares to be issued at EUR 0.8050, or
- 6,305,000 Treasury Shares to be issued at EUR 0.8100, or
- 6,495,000 Treasury Shares to be issued at EUR 0.8150, or
- 6,696,000 Treasury Shares to be issued at EUR 0.8200, or
- 6,910,000 Treasury Shares to be issued at EUR 0.8250, or
- 7,139,000 Treasury Shares to be issued at EUR 0.8300
So far as reasonably practicable, the Company will endeavour to ensure that Treasury Shares will not be sold to Shareholders who participated in the Tender Offer.
Enquiries:
Chenavari Investment Managers: Guy Goyard - 020 7245 4672, Kirstie Sumarno - 020 7259 3600
J.P. Morgan Cazenove: William Simmonds - 020 7742 4000
This announcement is not an offer to sell or a solicitation of any offer to buy the securities of Chenavari Toro Income Fund Limited (the "Company") in the United States, Australia, Canada, Japan, or in any other jurisdiction where such offer or sale would be unlawful.
This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to material updating, revision and amendment. No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness.
The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Each of the Company its affiliates and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.
This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) 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, any contract or investment decision whatsoever, in any jurisdiction.
J.P. Morgan Cazenove is authorised and regulated in the United Kingdom by the Financial Conduct Authority. J.P. Morgan Cazenove is acting as Corporate Broker to the Company and no one else in connection with the proposals described in this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of J.P. Morgan Cazenove or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.
