8 April 2016
The information in this announcement is restricted and is not
for publication, release or distribution directly or indirectly in
or into or from the United States,
Canada, Australia, the Republic of South Africa, the Republic of Ireland or Japan.
UK Mortgages Limited
(a closed-ended investment company incorporated in Guernsey with
registration number 60440)
Publication of
supplementary prospectus
UK Mortgages Limited (the “Company”) has today published a
supplementary prospectus (the ‘Supplementary Prospectus’) which is
supplemental to, and should be read in conjunction with, the
Prospectus published on 23 June 2015
(the 'Prospectus') in connection with the Placing and Offer for
Subscription of up to 250 million Ordinary Shares and the Placing
Programme of a number of Ordinary Shares and/or C Shares subject to
a maximum of 1 billion Ordinary Shares and C Shares in
aggregate.
The Supplementary Prospectus is required following announcement
of the Company's interim results for the period from 10 June 2015 (incorporation date) to 31 December 2015, which constitute a significant
new factor relating to information included in the Prospectus.
A copy of the Supplementary Prospectus has been submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM.
The Supplementary Prospectus will also be available shortly on
the Company's website,
http://www.twentyfouram.com/funds-and-services/uk-mortgages-ltd.
A copy of the Supplementary Prospectus and the Prospectus can be
viewed at the offices of TwentyFour Asset Management, 24 Cornhill,
London, EC3V 3ND.
Enquiries:
Northern Trust International Fund Administration Services
(Guernsey) Limited
Andrew Bonham +44 (0)1481 745302
Numis Securities Limited
Hugh Jonathan +44 (0)20 7260
1263
Important Notice
This Announcement has been prepared for information purposes
only, it is not a prospectus. Recipients of this Announcement
who are considering acquiring New Ordinary Shares in the Company in
connection with the Placing Programme are reminded that any such
acquisition must be made only on the basis of the information
contained in the Prospectus and Supplementary Prospectus (and any
further supplementary prospectus(es) thereto) which may be
different from the information contained in this
Announcement. This Announcement does not constitute or form
part of and may not be construed as an offer to sell, or an
invitation to purchase, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this
announcement should be construed as providing financial, investment
or other professional advice and each prospective investor should
consult its own legal, business, tax and other advisers in
evaluating any investment opportunity. In particular, an
investment in the Company involves a high degree of risk and
prospective investors should read the section in the Prospectus
entitled "Risk Factors" for further information.
Ordinary Shares have not been and will not be registered under
the U.S. 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
and the New Ordinary Shares may not be offered, sold, resold,
transferred or delivered, directly or indirectly, within
the United States or to, or for
the account or benefit of, U.S. Persons. There will be no public
offer of the New Ordinary Shares in the
United States. Subject to certain exceptions, the New
Ordinary Shares are being offered and sold only outside
the United States to persons who
are not U.S. Persons in reliance on the exemption from registration
provided by Regulation S under the Securities Act.
Moreover, the Company has not been and will not be registered
under the Investment Company Act of 1940, as amended (the
“Investment Company Act”) and investors will not be entitled to the
benefits of the Investment Company Act. The New Ordinary
Shares and any beneficial interests therein may only be transferred
in an offshore transaction in accordance with Regulation S
(i) to a person outside the United
States and not known by the transferor to be a U.S. Person,
by prearrangement or otherwise; or (ii) to the Company or a
subsidiary thereof.
The distribution of this Announcement in certain jurisdictions
may be restricted by law. No action has been taken by the
Company or Numis that would permit an offering of any Ordinary
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such New Ordinary
Shares in any jurisdiction where action for that purpose is
required,. Persons into whose possession this Announcement
comes are required by the Company and Numis to inform themselves
about, and to observe, such restrictions.