ACON INCOP
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS,
ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA (OTHER
THAN THE UNITED KINGDOM) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL.
This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in the United States or in any other jurisdiction in which
the same would be unlawful. This announcement is an advertisement and does not
constitute a prospectus and investors must only subscribe for or purchase any
shares referred to in this announcement on the basis of information contained
in a prospectus published today by the Company (as defined below) and any
supplementary prospectus issued by the Company prior to the relevant Admission
(as defined below) and not in reliance on this announcement. Neither this
announcement nor any part of it shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract, commitment
or investment decision whatsoever to purchase shares in the Company or
otherwise.
Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular dated 29 November 2016.
[16] January 2017
Acorn Income Fund Limited
(the "Company")
Placing of New ZDP Shares
Background
On 29 November 2016, the Board announced proposals including:
i. the extension of the life of the existing ZDP Shares to 28 February 2022;
ii. a Continuation Offer to ZDP Shareholders whereby such holders are given an
opportunity to either receive their 2017 Final Capital Entitlement in cash
on 31 January 2017 or to continue their investment in the existing ZDP
Shares; and
iii. the issue of New ZDP Shares to allow the Company to maintain its existing
capital structure following the implementation of the Proposals, through
the issue of New ZDP Shares to replace those ZDP Shares in respect of which
elections are deemed to be made for the Cash Option.
Shareholders' approval for the Proposals was announced on 21 December 2016.
Result of the Continuation Offer
The Company announces that 19,523,014 ZDP Shares have been elected for the
Continuation Offer, which represents 91.4% of the ZDP Shares currently in
issue.
Initial Placing of New ZDP Shares
The Company announces that the Company is making available to qualified
investors (as defined in section 86(7) of the Financial Services and Markets
Act 2000 (as amended)) up to 1,834,160 New ZDP Shares through the Initial
Placing by Numis Securities Limited.
The number of New ZDP Shares to be issued, the issue price per New ZDP Share,
and the allocation of New ZDP Shares to investors, will be determined by the
Company and Numis following closing of the placing, which is expected at 11
a.m. on 27 January 2017 (but may close earlier or later at the absolute
discretion of the Company).
Qualified investors are invited to apply for New ZDP Shares by contacting Numis
on the contact details below.
The Company reserves the right to seek to place additional New ZDP Shares, up
to the extent required for the Company to maintain its existing capital
structure, following the closing of the Initial Placing and Offer of New
Ordinary Shares.
Details of the New ZDP Shares (and the terms and conditions of application
under the Initial Placing) are set out in the Prospectus, which is available on
the Company's website at:
https://www.premierfunds.co.uk/media/899303/
acorn-income-fund-prospectus-november-2016.pdf.
The ability of the Company to pay the 2022 Final Capital Entitlement is
dependent on the performance of the Company's investment portfolios. The New
ZDP Shares are not a guaranteed, protected or secured investment and ZDP
Shareholders may therefore not receive their full 2022 Final Capital
Entitlement.
For further information please contact:
Broker, Financial Adviser and Sponsor:
Numis Securities Limited
Nathan Brown, Corporate Broking and Advisory, tel. +44 (0) 20 7260 1426,
n.brown@numis.com
David Luck, Sales, tel. +44 (0) 20 7260 1301, d.luck@numis.com
Investment Manager:
Premier Fund Managers Limited
Nigel Sidebottom
Tel: +44 (0) 1483 400 465
Email: nigelsidebottom@premierfunds.co.uk
Company Secretary:
Northern Trust International Fund Administration Services (Guernsey) Limited
Cara De La Mare
Tel: +44 (0) 1481 745498
Email: cd109@ntrs.com
Expected timetable
2017
Latest time and date for receipt of 11.00 a.m. on 27 January
commitments under the Initial Placing
Publication of the Initial Issue Prices 27 January
Publication of the results of the Initial 31 January
Placing and Offer
Effective Date of the Proposals 31 January
Admission and dealings in the Initial 8.00 a.m. on 1 February
Placing and Offer Shares commence
CREST accounts of ZDP Shareholders who as soon as practicable after 8.00 a.m. on
elect for the Continuation Option 1 February
credited with amended ZDP Shares (for
holders in uncertificated form)
Consideration expected to be despatched 3 February
to ZDP Shareholders who are deemed to
have elected for the Cash Option via
cheque or BACS
Despatch of (i) replacement ZDP Share in the week commencing 6 February
certificates to ZDP Shareholders who
elect for the Continuation Option (to
holders in certificated form) and (ii)
despatch of certificates for the Initial
Placing and Offer Shares (for holders in
certificated form)
All of the times and dates in the expected timetable may be extended or brought
forward without further notice. If any of the above times and/or dates change
materially, the revised time(s) and/or date(s) will be notified to Shareholders
by an announcement through a Regulatory Information Service provider.
ACON INCO RZDP : Acorn Income Fund - Placing of New ZDP Shares
January 16, 2017 at 03:35 pm
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© PRNewswire - 2017
