TIDMAXI
RNS Number : 0361N
Axiom European Financial Debt Fd Ld
14 January 2019
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any shares referred
to in this announcement except on the basis of information
contained in the prospectus published by Axiom European Financial
Debt Fund Limited (the "Company") on 19 October 2018 (the
"Prospectus") in connection with the creation of a placing
programme (the "Placing Programme") in respect of new ordinary
shares of no par value in the capital of the Company ("Shares").
This announcement does not constitute and may not be construed as
an offer to sell or an invitation to purchase investments of any
description, or as a recommendation or the provision of investment
advice by any party. No information set out in this announcement or
referred to in other written or oral form (other than the
Prospectus) is intended to form the basis of any contract for sale,
investment decision or any decision to purchase shares in the
Company.
14 January 2019
Axiom European Financial Debt Fund Limited
Proposed Placing
Further to the announcement made by Axiom European Financial
Debt Limited (the "Company") on 17 December, where it was noted
that a number of investors were potentially interested in buying
Shares and that the Company would consider issuing new Shares, the
board of the Company (the "Board") is pleased to announce its
intention to undertake a placing of new Shares under the Company's
existing Placing Programme (the "Placing").
Any new Shares issued pursuant to the Placing will be issued at
a 1.6% premium to the latest published estimated cum income NAV per
Share, as at the time the Placing closes, to cover the costs of the
Placing (the "Placing Price"). For the purposes of determining the
Placing Price, the dividend to be declared in respect of the three
month period to 31 December 2018 shall be deducted from the NAV per
Share as placees will not be entitled to receive this (see
below).
Winterflood Securities Limited ("Winterflood") is acting as
bookrunner to the Placing.
The expected timetable for the Placing is as follows:
2019
Placing opens 14 January
------------------------
Publication of estimated 30 January
NAV used to determine
the Placing Price
------------------------
Placing closes 1.00 p.m. on 30 January
------------------------
Results of Placing announced 31 January
------------------------
Admission of new Shares 4 February
------------------------
All Shares issued pursuant to the Placing will, when issued and
fully paid, confer 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. For the avoidance of
doubt, any new Shares issued pursuant to the Placing will not be
entitled to the dividend to be declared in respect of the three
month period to 31 December 2018. Although this dividend will not
be paid until 22 February 2019, only those Shareholders on the
register as at the record date of 1 February 2019, which is prior
to Admission of Shares pursuant to the Placing, will be entitled to
this dividend. The first dividend that Shares issued pursuant to
the Placing will be entitled to will be the dividend to be declared
in respect of the period from 1 January 2019 to 31 March 2019.
Applications will be made for the new Shares issued pursuant to
the Placing to be admitted to the premium listing segment of the
UKLA's Official List and to trading on the premium segment of the
main market of the London Stock Exchange. It is expected that
dealings in the new Shares will commence at 8.00 a.m. on 4 February
2019.
The Placing will be made through Winterflood, subject to the
terms and conditions contained in Part 7 of the Prospectus. The
decision to allot new Shares to any person pursuant to the Placing
shall be at the absolute discretion of the Board, following
consultation with Winterflood and the Company's investment manager,
Axiom Alternative Investments SARL (the "Investment Manager").
By making an offer to subscribe for new Shares under the
Placing, investors will be deemed to have accepted the terms and
conditions of the Placing contained in Part 7 of the Prospectus. An
investor that has made an offer to subscribe for new Shares under
the Placing accepts that following the closing of the bookbuild
such offer shall be irrevocable (subject to any statutory
withdrawal rights). Upon being notified of its allocation of new
Shares in the Placing, an investor shall be contractually committed
to acquire the number of new Shares allocated to it at the Placing
Price.
Winterflood, in agreement with the Company and the Investment
Manager, may choose to accept bids, either in whole or in part, on
the basis of allocations determined, and may scale down any bids
for this purpose, on such basis as the Company and Winterflood may
determine. Winterflood may also, notwithstanding the above, subject
to the prior consent of the Company: (i) allocate new Shares after
the time of any initial allocation to any person submitting a bid
after that time; and (ii) allocate new Shares after the bookbuild
has closed to any person submitting a bid after that time. The
Company reserves the right to reduce or increase the amount to be
raised pursuant to the Placing.
Other information
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the
Prospectus which can be found on the Company's website at
http://axiom-ai.com/web/en/axiom-european-financial-debt-fund-limited-2/.
For further information please contact:
Axiom Alternative Investments SARL
David Benamou, Managing Partner
Jerome Legras, Managing Partner +44(0)20 3807 0670
Winterflood Securities Limited
Andrew Marshall
Joe Winkley
Neil Morgan +44(0)20 3100 0000
MHP Communications
Reg Hoare
Giles Robinson
Rachel Cohen +44 (0)20 3128 8100
Important Information
This announcement is not for distribution, directly or
indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States of
America and the District of Columbia) (the "United States"),
Australia, Canada, Japan or South Africa. This announcement does
not constitute, or form part of, an offer to sell, or a
solicitation of an offer to purchase, any securities in the United
States, Australia, Canada, Japan or South Africa. The securities of
the Company have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act") or the US
Investment Company Act of 1940, as amended and may not be offered
or sold directly or indirectly in or into the United States or to
or for the account or benefit of any U.S. Person (within the
meaning of Regulation S under the Securities Act). The securities
referred to herein have not been registered under the applicable
securities laws of Australia, Canada, Japan or South Africa and,
subject to certain exceptions, may not be offered or sold within
Australia, Canada, Japan or South Africa or to any national,
resident or citizen of Australia, Canada, Japan or South
Africa.
This announcement has been issued by and is the sole
responsibility of the Company.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by, Winterflood or by any of its affiliates
or agents as to or in relation to the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers and any liability therefore is expressly disclaimed.
Winterflood, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as sole
financial adviser to the Company and bookrunner and is acting for
no-one else in connection with the Placing and the contents of this
announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Winterflood or for providing advice in connection with the Placing
and the contents of this announcement or any other matter referred
to herein.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. These forward-looking statements include all matters
that are not historical facts. All forward-looking statements
address matters that involve risks and uncertainties. Accordingly,
there are or will be important factors that could cause the
Company's actual results to differ materially from those indicated
in these statements. Any forward-looking statements in this
announcement reflect the Directors' current views with respect to
future events and are subject to these and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations and growth strategy. Prospective investors
should specifically consider the factors identified in this
announcement and the Prospectus which could cause actual results to
differ before
making an investment decision. These forward looking statements
speak only as of the date of this announcement. Subject to its
legal and regulatory requirements, the Company expressly disclaims
any obligation to update or revise any forward-looking statement
contained herein to reflect changes in expectations with regard
thereto or any change in events, conditions or circumstances on
which any statement is based, unless required to do so by law or
any appropriate regulatory authority, including FSMA, the London
Stock Exchange, the GFSC, the RCIS Rules, the Prospectus Rules, MAR
and the Disclosure Guidance and Transparency Rules.
This announcement does not constitute an invitation to engage in
investment activity.
The value of investments may go down as well as up, and all of
an investment in the Company would be at risk. Past performance is
not a guide to future performance and the information in this
announcement or any documents relating to the Placing Programme
cannot be relied on as a guide to future performance. Persons
needing advice should contact a professional adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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