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:
- the extension of the life of the existing ZDP Shares to
28 February 2022;
- 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
- 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 commitments under the Initial Placing |
11.00 a.m. on 27
January |
| Publication of the
Initial Issue Prices |
27 January |
| Publication of the
results of the Initial Placing and Offer |
31 January |
| Effective Date of the
Proposals |
31 January |
| Admission and dealings
in the Initial Placing and Offer Shares commence |
8.00 a.m. on 1
February |
| CREST accounts of ZDP
Shareholders who elect for the Continuation Option credited with
amended ZDP Shares (for holders in uncertificated form) |
as soon as practicable
after 8.00 a.m. on 1 February |
| Consideration expected to be
despatched to ZDP Shareholders who are deemed to have elected for
the Cash Option via cheque or BACS |
3 February |
| Despatch of (i) replacement ZDP
Share 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) |
in the week commencing
6 February |
|
|
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.