NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, SOUTH AFRICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF IT.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus dated 29 March 2019 published by CVC Credit Partners European Opportunities Limited (the "Prospectus") in connection with a placing programme (the "Placing Programme").
20 May 2019
CVC CREDIT PARTNERS EUROPEAN OPPORTUNITIES LIMITED
(a closed-ended investment company incorporated in Jersey with registration number 112635)
Registered Office: IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP
The Board of CVC Credit Partners European Opportunities Limited (the "Company") is pleased to announce that it is undertaking a placing (the "Placing") of the Company's ordinary shares of no par value (the "Shares"). Both Sterling and Euro Shares are being made available through the Placing.
The Placing is in response to ongoing demand for the Company's Shares from investors. The Investment Vehicle Manager believes that there is a significant opportunity to deploy additional funds with favourable returns given prevailing market conditions. Further, the Company's Shares trade at a premium to net asset value per Share and the Company has sold Shares held in treasury in order to meet demand in the market.
Shares sold pursuant to the Placing will be sold at a price that is equal to a 1 per cent. premium to the last-published cum-income NAV per Share as at the time the Placing closes, anticipated to be the estimated weekly NAV at 24 May 2019, (the "Placing Price"). The costs of the Placing will be met out of the premium. Shares sold pursuant to the Placing will rank pari passu with the existing Shares, including the right to receive all future dividends and distributions.
The expected timetable is as follows:
1.00 p.m. on 6 June
Results of Placing announced
7.00 a.m. 7 June
Placing trades booked
Placing trades settle
All times are London time and may be subject to change at the discretion of the Board.
Applications will be made for the Shares issued pursuant to the Placing to be admitted to the premium listing segment of the FCA'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 or around 11 June 2019.
The Placing is subject to the terms and conditions contained in Part XIV of the Prospectus. The Placing will be made to Qualified Investors (as defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended)) through Winterflood Securities Limited ("Winterflood"), who is acting as sole bookrunner to the Placing. The decision to sell Shares to any Qualified Investor and the amount of their allocation shall be at the absolute discretion of the Company and Winterflood.
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 XIV 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 Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Shares after the bookbuild has closed to any person submitting a bid after that time.
The Prospectus is available on the Company's website at www.ccpeol.com and on the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus.
CVC Credit Partners European Opportunities Limited is regulated by the Jersey Financial Services Commission
A copy of this announcement will be available for inspection, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's web site at www.ccpeol.com.
CVC Credit Partners European Opportunities Limited
+44 1534 625 522
Winterflood Securities Limited
Joe Winkley/Neil Morgan/Darren Willis/Andrew Marshall
+44 20 3100 0000
This announcement, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States of America, South Africa, Canada or Japan 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 of America, South Africa, Canada or Japan.
The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement 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 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 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 projections, 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.
Winterflood Securities Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the issue of Shares and the Placing Programme. Winterflood Securities Limited will not regard any person (whether or not a recipient of the Prospectus) as its client in relation to issue of Shares or the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the issue of Shares or the Placing Programme, or any other transaction or arrangement referred to herein.
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.
The Company is a self-managed Jersey registered alternative investment fund, and is regulated by the Jersey Financial Services Commission. The Jersey Financial Services Commission does not take any responsibility for the financial soundness of the Company or for the correctness of any statements made or expressed in this document.
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