TIDMCIF TIDMCIFU TIDMCIFC
RNS Number : 5083Q
Carador Income Fund PLC
20 October 2011
Carador Income Fund Plc
Conversion of C Shares
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA OR JAPAN.
Further to the recent announcement of 12 October 2011, Carador
Income Fund PLC (the "Company") announces that the U.S Dollar C
Shares currently in issue will be converted into U.S. Dollar Shares
at the following rate calculated in accordance with the Company's
prospectus dated 9 August 2011 (the "Prospectus").
1.2847 U.S. Dollar Shares for every 1 U.S. Dollar C Share (the
"Conversion Ratio")
On the basis of the Conversion Ratio, a holder of 1,000 U.S
Dollar C Shares will receive 1,284 U.S. Dollar Shares in accordance
with the following timetable:
Cancellation of the U.S. Dollar 31 October 2011
C Shares to the Official List
and the London Stock Exchange
Admission of new U.S. Dollar 31 October 2011
Shares to the Official List
and the London Stock Exchange
Share certificates in respect 14 November 2011
of new U.S. Dollar Shares expected
to be despatched by
The U.S. Dollar C Shares will be delisted on 31 October 2011 and
an application has been made for 96,096,202 new U.S. Dollar Shares
to be admitted to the Official List and to trading on the London
Stock Exchange from the same date.
Following conversion of the U.S. Dollar C Shares, the General
Pool Shares in issue will consist of the following:
-- 312,627,079 U.S. Dollar Shares trading under ticker CIFU
-- 13,914,839 Euro Shares trading under the ticker CIF
The number of voting rights in the Company immediately following
Conversion will be 326,541,918.
The new U.S. Dollar Shares arising on Conversion will rank pari
passu with, and will have the same rights as, the U.S. Dollar
Shares of the Company already in issue.
However, for the avoidance of doubt, the U.S Dollar Shares
arising on Conversion will not have any entitlement to the dividend
payable on the existing U.S Dollar Shares referred to in the
announcement on 18 October 2011 for which the record date is 28
October 2011.
Terms defined in the Prospectus shall have the same meaning in
this Announcement except where otherwise stated.
For further information please contact:
GSO Capital Partners International LLP
Miguel Ramos-Fuentenebro +44 (0)20 7451 4000
Singer Capital Markets Limited +44 (0)20 3205 7500
Jeff Keating
Dexion Capital plc
Ravi Anand +44 (0)20 7832 0981
This document and the information contained herein is not for
release, publication or distribution (directly or indirectly) in or
into the United States, Canada, Australia or Japan or to any "US
person" as defined in Regulation S under the United States
Securities Act of 1933, as amended (the "Securities Act") or into
any other jurisdiction where applicable laws prohibit its release,
distribution or publication. It does not constitute an offer of
securities for sale anywhere in the world, including in or into the
United States, Canada, Australia or Japan. No recipient may
distribute, or make available, this document (directly or
indirectly) to any other person. Recipients of this document in
jurisdictions outside the UK should inform themselves about and
observe any applicable legal requirements in their jurisdictions.
In particular, the distribution of this document may in certain
jurisdictions be restricted by law. Accordingly, recipients
represent that they are able to receive this document without
contravention of any applicable legal or regulatory restrictions in
the jurisdiction in which they reside or conduct business.
This document has been prepared by Carador Income Fund PLC
("Carador") and is the sole responsibility of Carador. 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 Carador, GSO Capital Partners International LLP
("GSOCPI") 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 GSOCPI nor any of its
respective Agents makes or has been authorised to make any
representation or warranties (express or implied) in relation to
Carador 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.
Carador will not be registered under the U.S. Investment Company
Act of 1940, as amended (the "Investment Company Act") and
investors will not be entitled to the benefits of that Act. The
securities described in this document have not been and will not be
registered under the Securities Act, or the laws of any state of
the United States. Consequently, such securities may not be
offered, sold or otherwise transferred within the United States or
to or for the account or benefit of U.S. persons (as such term is
defined in Regulation S under the Securities Act) except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, applicable state
laws and under circumstances which will not require Carador to
register under the Investment Company Act. No public offering of
the securities is being made in the United States.
This document may contain certain forward-looking statements.
Forward-looking statements relate to expectations, beliefs,
projections, future plans and strategies, anticipated events or
trends and similar expressions concerning matters that are not
historical facts. In some cases, forward-looking statements can be
indentified by terms such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "may", "plan", "potential",
"should", "will", and "would", or the negative of those terms or
other comparable terminology. The forward-looking statements are
based on Carador's beliefs, assumptions, and expectations of future
performance and market developments, taking into account all
information currently available. These beliefs, assumptions, and
expectations can change as a result of many possible events or
factors, not all of which are known or are within Carador's
control. If a change occurs, Carador's business, financial
condition, liquidity, and results of operations may vary materially
from those expressed in forward-looking statements. Some of the
factors that could cause actual results to vary from those
expressed in forward-looking statements, include, but are not
limited to: the factors described in this document; the rate at
which Carador deploys its capital in investments and achieves
expected rates of return; Carador or GSOCPI's ability to execute
Carador's investment strategy, including through the identification
of a sufficient number of appropriate investments; the continuation
of GSOCPI as investment manager of Carador's investments; the
continued affiliation with GSOCPI of its key investment
professionals; Carador's financial condition and liquidity; changes
in the values of or returns on investments that the Company makes;
changes in financial markets, interest rates or industry, general
economic or political conditions; and the general volatility of the
capital markets and the market price of Carador's shares.
By their nature, forward-looking statements involve known and
unknown 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. Any forward-looking statements are only made as at the
date of this document, and Carador neither intends nor assumes any
obligation to update forward-looking statements set forth in this
document whether as a result of new information, future events, or
otherwise, except as required by law or other applicable
regulation. In light of these risks, uncertainties, and
assumptions, the events described by any such forward-looking
statements might not occur. Carador qualifies any and all of their
forward-looking statements by these cautionary factors. Please keep
this cautionary note in mind while reading this document.
This document is an advertisement and does not constitute a
prospectus or offering memorandum or an offer in respect of any
securities and is not intended to provide the basis for any
decision in respect of Carador or other evaluation of any
securities of Carador or any other entity and should not be
considered as a recommendation that any investor should subscribe
for or purchase any such securities. Neither the issue of this
document nor any part of its contents constitutes an offer to sell
or invitation to purchase any securities of Carador or any other
entity or any persons holding securities of Carador.
Prospective investors should take note that any securities may
not be acquired by investors using assets of any retirement plan or
pension plan that is subject to Part 4 of Subtitle B of Title I of
the United States Employee Retirement Income Security Act of 1974,
as amended ("ERISA") or section 4975 of the United States Internal
Revenue Code of 1986, as amended (the "Code"), entities whose
underlying assets are considered to include "plan assets" of any
such retirement plan or pension plan, or any governmental plan,
church plan, non-U.S. plan or other investor subject to any state,
local, non-U.S. or other laws or regulations similar to Title I or
ERISA or Section 4975 of the Code or that would have the effect of
the regulations issued by the United States Department of Labor set
forth at 29 CFR Section 2510.3-101, as modified by section 3(42) of
ERISA.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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