TIDMTLI
RNS Number : 9949N
Alternative Asset Opps PCC Ltd
05 October 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE
UNITED STATES, OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR SOUTH AFRICA.
Alternative Asset Opportunities PCC Limited
Placing and Open Offer
Introduction
Alternative Asset Opportunities PCC Limited (the "Company"), in
respect of its cell, the US Traded Life Interests Fund (the
"Fund"), today announces a proposed placing and open offer (the
"Issue") to raise up to GBP10.2m (before expenses) through the
issue of up to 32,000,000 Issue Shares at an Issue Price of 32
pence per share.
The Company is today publishing a prospectus (the "Prospectus"),
following approval by the UK Listing Authority, in respect of these
proposals. A copy of the Prospectus will be sent to Shareholders,
submitted to the National Storage Mechanism and will shortly be
available on the Company's website:
www.rcm.com/investmentrusts/investors_tlif.php.
The Chairman's Letter in respect of the proposals, as contained
in the Prospectus, is set out below.
Terms used and not defined in this announcement bear the meaning
given to them in the Prospectus to be published today.
Chairman's Letter
"Dear Shareholder,
Recommended proposals for a Placing and Open Offer of up to
32,000,000 Issue Shares at an Issue Price of 32 pence per Issue
Share and to grant an authority to issue the Issue Shares at a
discount to the prevailing middle market Participating Share price,
to approve the participation of Investec Asset Management Limited
in the Placing and to amend the Company's Articles of
Incorporation
1. Introduction
Your Board has today announced proposals to raise up to GBP10.2
million through the issue of up to 32,000,000 Issue Shares at an
Issue Price of 32 pence per Issue Share through a Placing and Open
Offer. Pursuant to the Issue, Qualifying Open Offer Shareholders
will be invited to subscribe for Issue Shares on the basis of 4
Issue Shares for every 5 Participating Shares held as at the Open
Offer Record Date. To the extent that Qualifying Open Offer
Shareholders do not take up their Open Offer Entitlements under the
Open Offer, such residual Open Offer Shares will be made available
to Conditional Placees or otherwise placed with investors under the
Placing. The Company has received commitments from Conditional
Placees to subscribe for at least 22.35 million Issue Shares under
the Placing, subject to any clawback required to satisfy valid
applications by Qualifying Open Offer Shareholders under the Open
Offer and such commitments to be reduced to the extent of the
participation by the Conditional Placees in the Open Offer. Details
of the Conditional Placees are contained in paragraph 8 of Part VI
of this document.
The Issue Price of 32 pence per Issue Share represents a
discount of 28.9 per cent. to the mid-market price of 45 pence per
Participating Share on 5 October 2012 (the date of the announcement
of the terms of the Issue) and a discount of 59.0 per cent. to the
last reported NAV per Participating Share as at 31 August 2012.
The purpose of this document is to provide you with details of
and the background to the Placing and Open Offer and to explain why
the Directors believe that the Placing and Open Offer is in the
best interests of Shareholders as a whole.
You will find, set out at the end of this document, a notice
convening an Extraordinary General Meeting at which the Issue
Resolution necessary to implement the Issue will be proposed.
2. Background to the Proposals
Since inception in 2004, the Fund's assets have been invested in
a range of US Traded Life Interests on the lives on US citizens
aged, at the time of investment, between 78 and 92 years, with a
median age now of 88.6 years. The TLIs acquired were issued by a
range of US life insurance companies, each of which, when acquired,
had an A.M. Best or a Standard & Poor's credit rating of at
least A.
In the original prospectus it was stated that the Company
intended to borrow up to 20 per cent. of the Fund's initial net
assets and the programme for purchasing policies was planned and
completed on that basis. However, subsequent mortality experience
has fallen short of expectations and this has led to a lower than
expected level of cash flow arising from maturing Policies.
Consequently, since more Policies have remained active and the
premiums on these Policies have to be paid, the Fund has had a
higher level of outgoings than expected.
The combination of these two factors meant that initial
borrowings did not reduce in line with expectations. The Company's
bankers, Allied Irish Banks, accommodated the increase in
borrowings and by August 2009 the Fund's borrowings had risen to
US$33.4 million. Following subsequent maturity receipts, a small
programme of Policy sales earlier this year and settlement of all
the Fund's outstanding foreign exchange contracts, the level of
borrowings had reduced to US$27.5 million as at 30 March 2012 and
further recent maturity proceeds had reduced this balance to
US$19.2 million as at 10 September 2012.
Since the onset of the financial crisis, the renewal period of
the Facility Agreement has never been longer than twelve months and
since 31 January 2011 it has been for six months only. As announced
on 10 September 2012, the Facility Agreement which was due to
expire on 28 September 2012 was renewed until 28 March 2013
providing a facility of US$23.2 million. Due to the short term
nature of the renewal granted by Allied Irish Banks, the Board has
been negotiating with Allied Irish Banks, in addition to potential
new lenders, with a view to the Company (on behalf of the Fund)
entering into a finance arrangement of a longer duration.
The Company has successfully negotiated an amendment to the
Facility Agreement for an eighteen month period through to 31 March
2014. Pursuant to the Conditional Amendment Letter, Allied Irish
Banks confirmed that the board of Allied Irish Banks sanctioned new
bank facilities for the Fund of US$24.2 million for the period to
31 March 2014 subject to the Fund raising at least US$10 million
(net of expenses) from Shareholders and the net proceeds being used
to reduce the net borrowings of the Fund. A summary of the new
facility, which is on substantially the same terms as the existing
facility, is set out in paragraph 7 of Part VI of this
document.
Premium payments remain the largest expense of the Fund.
Assuming no further maturities, the expected cost of premiums for
the 18 months following publication of this document is
approximately US$13.3 million and the conditional facility from
Allied Irish Banks will be sufficient to cover the Fund's expenses
during the period of the facility, including premium payments, even
on a worst case assumption of no further Policy maturities.
Prior to the provision by Allied Irish Banks of the current
longer term facility under the Facility Agreement the Board had
been exploring the possibility of disposing of further Policies
held in the Fund's Portfolio. Although the Company disposed of 12
Policies earlier this year, realising in aggregate US$10.7 million
at an average discount of approximately 5 per cent. to the latest
approved valuation before disposal, the Board believes that the
market for Policy sales is characterised by a small number of
potential investors applying narrow purchasing parameters.
Consequently, notwithstanding the sales achieved to date, the Board
is currently of the view that the market for further Policy sales
cannot be relied upon to achieve material realisations and thereby
reduce a sufficient proportion of the borrowings outstanding with
Allied Irish Banks or provide adequately for the future payment of
policy premiums without having to accept a significant discount to
Net Asset Value.
3. Proposals
Placing and Open Offer
The Company is proposing to raise up to GBP10.2 million (before
expenses) in respect of the Fund by way of the Issue. The Board
wishes to allow Qualifying Open Offer Shareholders whose names are
on the Register as at close of business on 4 October 2012 to
participate in an Open Offer for Issue Shares, subject to the terms
and conditions of the Open Offer, on the basis of 4 Issue Shares
for every 5 Participating Shares held. The Issue Shares may be
subscribed for at an Issue Price of 32 pence per Issue Share
representing a discount of 28.9 per cent. to the mid-market price
of 45 pence per Participating Share on 5 October 2012 (the date of
the announcement of the terms of Issue) and a discount of 59.0 per
cent. to the last reported NAV per Participating Share as at 31
August 2012.
Qualifying Open Offer Shareholders may apply for any whole
number of Issue Shares equal to or less than their Open Offer
Entitlement. The Issue Shares will consist of the issue of
32,000,000 new Participating Shares.
To the extent that Qualifying Open Offer Shareholders do not
take up their Open Offer Entitlements under the Open Offer, such
Issue Shares will be available to Conditional Placees under the
Placing or otherwise placed with investors by Westhouse Securities
Limited pursuant to the Placing Agreement.
In the event that the net proceeds of the Issue are less than
US$10 million (approximately GBP6.2 million), the Issue will not
proceed.
Benefits of the Open Offer and use of proceeds
As referred to above, the Open Offer and Placing are being
proposed in order to reduce the net borrowings of the Fund and to
secure a new debt facility with a longer duration than has
previously been made available to the Fund. Accordingly, upon
receipt, the net proceeds of the Issue, will be converted into US
dollars and the entire amount will be repaid to Allied Irish Banks
as soon as possible after Admission as a reduction of the Company's
outstanding debt under the Facility Agreement and to satisfy the
conditions of the Conditional Amendment Letter. This should result
in a strengthening of the Fund's balance sheet and a reduction in
the Fund's interest charge. As at 4 October 2012 (the latest
practicable date prior to publication of the document) the Fund's
outstanding borrowings under the Facility Agreement were US$19.2
million. The Company intends to use the net proceeds of the Issue
to reduce the Fund's borrowings under the Facility Agreement.
Authority to issue Issue Shares at a discount of more than 10%
to the middle market share price of the Participating Shares
The Board is seeking the authority of Shareholders to issue
Issue Shares at a discount of more than 10 per cent. to the middle
market share price of the Participating Shares. The Listing Rules
require (in summary) that in the absence of Shareholders approving
the terms of an offer, if the Company makes an open offer or offer
for subscription of Issue Shares, the price of such offer must not
be at a discount of more than 10 per cent. to the middle market
price of the Participating Shares at the time of announcing the
terms of the offer (the "Listing Rule 9.5.10 Restriction"). As the
issue of the Issue Shares at the Issue Price would constitute a
breach of the Listing Rule 9.5.10 Restriction, the consent of
Shareholders is required prior to any Issue Shares being issued
pursuant to the Issue.
The authority, subject to all applicable laws and regulations,
will allow the Company to issue Issue Shares at a discount of more
than 10 per cent. to the middle market share price of the
Participating Shares. The authority will, if approved by
Shareholders at the Extraordinary General Meeting, expire on 31
December 2012.
Authority to amend the Company's Articles of Incorporation
All overseas companies that have a premium listing must
incorporate pre-emption rights equivalent to those imposed by the
Listing Rules in their constitutional documents unless such rights
are contained in the law of the applicant's jurisdiction of
incorporation. As a Guernsey company, the Company is not currently
subject to pre-emption rights and must therefore include such
rights in its Articles of Incorporation. The Board is seeking the
authority of the Shareholders at the EGM to amend the Articles to
include pre-emption rights. The Issue will be made on a pre-emptive
basis in compliance with the revised Articles.
Admission and dealings
Once issued, the Issue Shares (which are newly issued
Participating Shares) will be in registered form and may be issued
either in certificated or uncertificated form. No temporary
documents of title will be issued. Pending despatch of definitive
certificates, transfers of Issue Shares in certificated form will
be certified against the Company's Share register. Open Offer
Entitlements will be rounded down to the nearest whole number of
Open Offer Shares and any fractional entitlements to Open Offer
Shares that would otherwise have arisen will be aggregated and
placed for the benefit of the Fund.
Applications will be made to the UK Listing Authority for up to
32,000,000 Issue Shares to be admitted to the Official List and to
the London Stock Exchange for up to 32,000,000 Issue Shares to be
admitted to trading on its main market for listed securities. It is
expected that Admission will occur, and that dealings will
commence, on 5 November 2012.
The price of Issue Shares will be quoted on the main market of
the London Stock Exchange in Sterling once Admission has
occurred.
The Issue Shares that are issued or sold pursuant to the Issue
will rank pari passu with the Participating Shares then in
issue.
Overseas Shareholders
The issue, offer and sale of Issue Shares to persons with a
registered address in, or who are citizens, residents or nationals
of, a jurisdiction other than the United Kingdom may be affected by
the laws of the relevant jurisdiction. Those persons should consult
their professional advisers as to whether they require any
governmental or other consents or need to observe any other
formalities to enable them to subscribe for Issue Shares. It is the
responsibility of all persons outside the United Kingdom receiving
this document or Issue Shares to satisfy themselves as to full
observance of the laws of the relevant jurisdiction, including
obtaining all necessary governmental or other consents which may be
required, observing all other requisite formalities needing to be
observed and paying any issue, transfer or other taxes due in such
territory.
The Open Offer Entitlements may not be accepted and the Issue
Shares may not be subscribed or purchased by, or for the account or
benefit of, US Persons or persons in the United States.
The attention of all Overseas Shareholders and any person
(including, without limitation, a custodian, nominee or trustee)
who has a contractual or other legal obligation to forward this
document or any accompanying document, if and when received, to a
jurisdiction other than the United Kingdom is drawn to the section
"Overseas Shareholders" in Part IV of this document. This document
and the Application Form may not be distributed, forwarded,
transmitted or otherwise made available, and their contents may not
be disclosed, to any US Person or in, into or from the United
States or any other Excluded Territory. Any US Person and any
person in any Excluded Territory who obtains a copy of this
document or the Application Form is required to disregard it.
Additional information on the Open Offer is set out in Part IV
of this document.
4. Related Party Transaction
Investec Asset Management Limited ("Investec"), a substantial
shareholder of the Fund, is a related party of the Company for the
purposes of the Listing Rules. It is proposed that Investec will
participate in the Issue as a Conditional Placee in respect of an
aggregate of up to 10.4 million Issue Shares (comprising 6,059,200
Issue Shares representing its Open Offer Entitlements and up to
4,340,800 further Issue Shares) at the Issue Price, such
participation to be reduced to the extent of its participation
under the Open Offer. The terms of the Placing arrangements of
Conditional Placees is set out in paragraph 8 of Part VI.
Investec's participation in the Placing will be a related party
transaction for the purposes of the Listing Rules and will
therefore require separate approval from Shareholders at the EGM.
Investec will abstain and will take all reasonable steps to ensure
that its associates (as defined in the Listing Rules) will abstain,
from voting at the EGM in relation to the resolution for the
approval of the related party transaction.
The Board considers the terms of the related party transaction
to be fair and reasonable insofar as Shareholders are concerned and
the Directors have been so advised by Westhouse Securities Limited.
In providing advice to the Directors, Westhouse Securities Limited
has taken into account the Directors' commercial assessments of the
related party transaction.
5. Costs of the Proposals
The Fund's expenses in connection with the Proposals are
estimated to amount to GBP0.5 million.
6. Taxation
The attention of Shareholders is drawn to the summary of
Guernsey and United Kingdom tax matters set out in paragraph 12 of
Part IV of this document.
7. The EGM
Set out on page 96 of this document is a notice convening the
EGM to be held at 11.00 a.m. (London time) on 1 November 2012 at
the offices of RCM (UK) Limited, 155 Bishopsgate, London EC2M
3AD.
8. Action to be taken
Extraordinary General Meeting of the Company
The special resolution to amend the Company's Articles will
require the approval of not less than 75 per cent. of the votes of
those Shareholders combined present in person, by corporate
representative or by proxy and voting. The Issue Resolution, which
is an ordinary resolution to approve the issue of Issue Shares at a
discount to the prevailing middle market Participating Share price
will require the approval of more than 50 per cent. of the votes of
those Shareholders combined present in person, by corporate
representative or by proxy and voting. The ordinary resolution
relating to the participation of Investec in the Placing will also
require the approval of more than 50 per cent. of those
Shareholders entitled to vote combined present in person, by
corporate representation or by proxy and voting.
In order for a quorum to be present at the EGM, it is necessary
for there to be present in person, by
corporate representative or by proxy, two or more Shareholders
holding 5 per cent. of the issued share capital of the Company. If
a quorum is not present, however, the EGM will stand adjourned to
11.00 a.m. on 8 November 2012. At any adjourned meeting where a
quorum is not present, those Shareholders present in person, by
corporate representative or by proxy and entitled to vote will
constitute a quorum. Forms of Proxy will also be valid at any
adjourned meeting.
Form of Proxy for the EGM
Shareholders will find enclosed in this document (as appropriate
to their holdings of Participating Shares) a Form of Proxy for use
at the EGM. Whether you intend to be present at the EGM or not, you
are asked to complete the Form of Proxy in accordance with the
instructions printed thereon so as to be received by Capita
Registrars PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU not
later than 11.00 a.m. (London time) on 30 October 2012. The
completion and return of the Form of Proxy will not preclude you
from attending the EGM and voting in person if you wish to do
so.
Whether or not they intend to vote in person Shareholders are
urged to return their Form of Proxy and to vote in favour of the
Resolutions.
9. Importance of the Issue and the vote
As noted above, the Company has successfully negotiated an
extension of the Facility Agreement and received the Conditional
Amendment Letter confirming that the Board of Allied Irish Banks
has sanctioned an amendment to the Facility Agreement. This
provides a facility for the Fund for the period through to 31 March
2014, conditional only upon the Company (in respect of the Fund)
raising at least US$10 million (net of expenses) from Shareholders
and the net proceeds being used to reduce the net borrowings of the
Fund. As referred to above, the Company has received commitments
from Conditional Placees to subscribe for at least 22.35 million
Issue Shares under the Placing, subject to any clawback required to
satisfy valid applications by Qualifying Open Offer Shareholders
under the Open Offer and such commitments to be reduced to the
extent of the participation by the Conditional Placees in the Open
Offer. The net proceeds from the Conditional Placees amount to at
least GBP6.7 million (US$10.7 million) and accordingly, following
completion of the Issue, the condition to raise at least US$10
million (net of expenses) pursuant to the Conditional Amendment
Letter will be satisfied. The Conditional Placees do not have a
right of termination under their placing commitments.
If Shareholders do not vote in favour of the Issue Resolution
and the resolution to approve the related party transaction, the
Issue will not proceed and it will therefore not be possible to
satisfy the condition of the Conditional Amendment Letter which
would provide the Fund with a facility through to 31 March
2014.
If the Issue does not proceed the Company will need to make
arrangements to fund the potential repayment of the balance of the
Fund's Facility Agreement (up to US$23.2 million) on 28 March 2013
and the Fund's working capital requirements after that date (up to
US$11 million over the following 12 months). Since the level of
maturities cannot be accurately predicted, the Company would
therefore immediately seek to secure a new debt facility (or other
equivalent financing) in respect of the Fund prior to 28 March 2013
to cover both the potential debt repayment and the working capital
requirements. However, since the Fund has recently been in
negotiations to seek new banking facilities with both potential new
lenders and the Fund's existing bankers and a facility in excess of
6 months could not be obtained without a fund raising, there can be
no certainty that such a facility would be available or that the
terms of such a facility would be equivalent to that currently in
place and the Board cannot therefore be confident of the success of
this course of action. Accordingly, if a new debt facility (or
other equivalent financing) is not secured by 31 December 2012, the
Company would also commence a process to sell a significant number
of the Fund's Policies. Although the Directors are confident that a
sale of Policies could be expected to raise sufficient funds to
meet the potential debt repayment on 28 March 2013 and the Fund's
working capital requirements thereafter, the Board is currently of
the view that the market for Policy sales cannot be relied upon to
achieve material realisations without having to accept a
significant discount to Net Asset Value. Consequently the Board
believes that a forced sale of the Fund's Policies would only be in
Shareholders' best interests if the Fund is unable to secure a new
debt facility (or other equivalent financing). In the unlikely
event that by 28 March 2013 a new debt facility could not be
secured and a sale of policies was unsuccessful and therefore the
Company could not meet the potential debt repayment on that date,
the Company would be likely to enter into administration.
10. Recommendation
Your Board considers that the proposals to conduct the Open
Offer and Placing at the Issue Price and to amend the Articles to
include pre-emption rights are in the best interests of
Shareholders as a whole. The Board also considers that the
participation of Investec Asset Management Limited in the Placing
is in the best interests of Shareholders as a whole. Accordingly,
the Board unanimously recommends that Shareholders vote in favour
of the Resolutions to be proposed at the Extraordinary General
Meeting.
Yours sincerely
Charles Tracy"
Expected Timetable
2012
Open Offer Record Date close of business on Thursday
4 October
Announcement of the Issue and publication Friday 5 October
of Prospectus
Existing Participating Shares marked "ex" 8.00 a.m. on Friday
by the London Stock Exchange 5 October
Open Offer Entitlements credited to the as soon as practicable
stock accounts of Open Offer Qualifying after 8.00 a.m. on
CREST Shareholders in CREST Monday 8 October
Recommended latest time and date for requesting 4.30 p.m. on Friday
withdrawal of Open Offer Entitlements from 19 October
CREST (i.e. if Open Offer Entitlements
are in CREST and the Qualifying Open Offer
Shareholder wishes to convert them into
certificated form)
Recommended latest time for depositing 3.00 p.m. on Monday
an Application Form with the CREST Courier 22 October
and Sorting Service (i.e. where a Qualifying
Open Offer Shareholder wishes to hold the
Open Offer Entitlement set out in an Application
Form as Open Offer Entitlements)
Last time and date for splitting of Application 3.00 p.m. on Tuesday
Forms (to satisfy bona fide market claims 23 October
only)
Latest time and date for acceptance, payment 11.00 a.m. on Thursday
in full and submission of Application Forms 25 October
(in respect of Open Offer Qualifying Non-CREST
Shareholders) and USE Instructions (in
respect of Open Offer Qualifying CREST
Shareholders) to the Receiving Agent
Announcement of the results of the Issue Monday 29 October
Latest time and date for receipt of the 11.00 a.m. on Tuesday
Form of Proxy 30 October
Extraordinary General Meeting 11.00 a.m. on Thursday
1 November
Admission of the Issue Shares to the Official 8.00 a.m. on Monday
List 5 November
Dealing in Issue Shares commences on the 8.00 a.m. on Monday
main market of the London Stock Exchange 5 November
Issue Shares in uncertificated form expected Monday 5 November
to be credited to accounts in CREST
Despatch of definitive share certificates on or before Monday
for the Issue Shares in certificated form 12 November
Indicative Statistics
Issue Price per Issue Share pursuant to the Issue 32 pence
Number of Participating Shares in issue at the date
of this document 40,000,000
Maximum number of Issue Shares that can be issued
pursuant to the Issue 32,000,000
Number of Participating Shares in issue immediately
following completion of the Issue* 72,000,000
Estimated net proceeds receivable by the Company GBP9.7 million
pursuant to the Issue after expenses**
***Assuming that all Issue Shares are subscribed pursuant to the
Issue.
Enquiries
Peter Ingram 020 7065 1467
Company Secretary
Westhouse Securities Limited
Alastair Moreton/Darren Vickers 020 7601 6118
IMPORTANT INFORMATION
This document is an advertisement and does not constitute a
prospectus, offering memorandum, or offer or solicitation to any
person in any jurisdiction to purchase or sell any investment. No
information set out in or referred to in connection with this
announcement is intended to form the basis of any contract of sale,
investment decision or any decision to purchase any securities, nor
should such information be construed as providing financial,
investment or other professional advice.
This announcement should not be considered by the recipient as a
recommendation relating to the acquisition or disposal of
investments. It is recommended that recipients of this announcement
seek their own independent legal, tax, financial and other advice.
This announcement does not contain sufficient information to
support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment.
Investment decisions should be based solely on the Prospectus
dated 5 October 2012 issued by the Company and not on information
contained in this announcement. Copies of the Prospectus may be
obtained, subject to applicable law, for collection free of charge
from the offices of RCM (UK) Limited, 155 Bishopsgate, London EC2M
3AD. Copies of the Prospectus will also be available, for
inspection only, from the National
Storage Mechanism at http://www.hemscott.com/nsm.do.
The distribution of this announcement in certain jurisdictions
may be restricted by law and persons into whose possession this
announcement comes should inform themselves about and observe any
relevant restrictions in the jurisdictions in which they reside or
conduct business. In particular, this announcement is not for
publication or distribution, directly or indirectly, in whole or in
part, to US persons or into or within the United States, Australia,
Canada, Japan, New Zealand, South Africa or any other jurisdiction
where to do so would constitute a violation of the relevant laws or
regulations of such jurisdiction. Any failure to comply with
relevant restrictions may constitute a violation of securities
laws.
The Company and the Fund have not been and will not be
registered under the US Investment Company Act of 1940 (the
"Investment Company Act") and, as such, investors will not be
entitled to the benefits of the Investment Company Act. No offer,
sale, resale, pledge, delivery, distribution or transfer of the
securities of the Company or the Fund may be made except under
circumstances that will not result in the Company and/or the Fund
being required to register as an investment company under the
Investment Company Act. The securities of the Company and the Fund
have not been and will not be registered under the US Securities
Act of 1933 (the "Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States. The securities of the Company and the Fund 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) ("US
Persons"). No public offering of the securities of the Company or
the Fund is being made in the United States.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". In some cases, such
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "targets",
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Fund's actual performance,
results of operations, internal rate of return, financial
condition, liquidity, distributions to shareholders and the
development of its financing strategies may differ materially from
the impression created by any forward-looking statements contained
in this document.
Westhouse Securities Limited ("Westhouse"), which is authorised
and regulated in the United Kingdom by the Financial Services
Authority, is acting for the Company and no-one else in connection
with the potential offering of securities by the Company and will
not be responsible to anyone other than the Company for providing
the protections afforded to customers of Westhouse or for providing
advice in relation to the offer of securities by the Company.
By accepting and reading this announcement, you will be deemed
to have represented, warranted and undertaken for the benefit of
the Company, RCM (UK) Limited, SL Investment Management Limited and
Westhouse and their respective affiliates that (a) you are outside
the United States, are not a US person, (b) you have read and agree
to comply with the contents of this notice, and (c) you are
permitted, in accordance with all applicable laws, to receive such
information.
RCM (UK) Limited is a company incorporated in England, with
registered number 2014586 and registered office at 155 Bishopsgate,
London EC2M 3AD. RCM (UK) Limited is authorised and regulated by
the FSA.
This announcement has been issued by the Company and approved by
RCM (UK) Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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