TIDMALF
RNS Number : 6827P
Alternative Liquidity Fund Limited
11 October 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE
UNITED STATES, OR INTO OR FROM ANY EEA STATE (OTHER THAN THE UNITED
KINGDOM) CANADA, AUSTRALIA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF
SOUTH AFRICA.
This announcement is an advertisement and not a prospectus. This
announcement does not constitute or form part of, and should not be
construed as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any securities
in Alternative Liquidity Fund Limited (the "Company") or securities
in any other entity, in any jurisdiction, including the United
States, nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities. Any investment decision
must be made exclusively on the basis of the final prospectus
published by the Company and any supplement thereto.
11 October 2019
ALTERNATIVE LIQUIDITY FUND LIMITED
LEI: 213800R5CHD76J3LU713
PUBLICATION OF PROSPECTUS AND CIRCULAR
Introduction
Alternative Liquidity Fund Limited has today published a
prospectus in relation to the issue of up to 100 million new
Ordinary Shares pursuant to a 12 month placing programme (the
"Placing Programme"). The Company has also today published a
circular, the purpose of which is to convene an extraordinary
general meeting at which the appropriate shareholder authority will
be sought to issue, on a non pre-emptive basis, up to 100 million
new Ordinary Shares pursuant to the Placing Programme. The
Extraordinary General Meeting will be held at 10.00 a.m. on 5
November 2019 at Sarnia House, Le Truchot, St Peter Port, Guernsey
GY1 1GR.
The Placing Programme
It is intended that the net proceeds of the Placing Programme
will be invested in line with the Company's new investment policy
in a diversified portfolio of illiquid funds, funds of funds
including hedge funds, private equity funds, real estate funds,
infrastructure, private investment funds and other alternative and
absolute return investment vehicles across the world. In accordance
with the new investment policy, the net proceeds of the Placing
Programme are permitted to be invested principally in a segregated
portfolio of the Warana SP Master Fund SPC (herein referred to as
the Warana Master Fund) and/or new segregated portfolios which are
launched, in the future, provided that such portfolio has
substantially the same investment policy as the Company and the
same terms of investment are offered to the Company as those
currently contained within the Information and Subscription
Agreement.
The price of the new Ordinary Shares to be issued pursuant to
the Placing Programme will be determined by the Board at the time
of each placing under the Placing Programme. The price of the new
Ordinary Shares pursuant to the first Placing is expected to be
US$1.00 and for each Placing thereafter it will be calculated by
applying a premium to the net asset value per Ordinary Share
rounded to two decimal places. The Placing Programme Price will be
announced through a Regulatory Information Service on the Business
Day prior to the close of the relevant placing under the Placing
Programme.
Benefits
The Board believes that the introduction of the new share class
and the Placing Programme offer the following benefits for
Shareholders.
-- Given the Company's current investment portfolio (renamed the
Realisation Portfolio) is in its realisation stage, the Proposals
will provide Existing Shareholders with a clear realisation
strategy and the potential for a longer-term investment horizon due
to the rights of automatic conversion that are included in the New
Articles.
-- The Proposals are expected to provide an attractive overall
investment proposition, further diversifying the Company's
investment base, including the possible opportunity to offer
Shareholders exposure to the Warana Master Fund's (or subsequent
segregated portfolios launched in the future under the Warana SP
Master Fund SPC's) range of assets, which aim to provide investors
with attractive, risk-adjusted returns over a multi-year
period.
-- Increasing the Company's issued share capital through the
Placing Programme will result in the fixed costs of the Company
being spread over a larger asset base and, as a result, the ongoing
charges ratio should be lower.
Expected Timetable
Date
Placing Programme opens 11 October 2019
------------------------------------
EGM 10.00 a.m. 5 November 2019
------------------------------------
Admission and dealings in Ordinary 6 November 2019 to 9 October
Shares commence 2020
------------------------------------
Publication of Placing Programme the Business Day prior to the
Price in respect of each Placing close of the relevant Placing
under the Placing Programme under the Placing Programme
------------------------------------
Crediting of CREST accounts 8.00 a.m. or as soon as practicable
in respect of new Ordinary Shares thereafter on each day Ordinary
Shares are issued
------------------------------------
Share certificates in respect Approximately one week following
of new Ordinary Shares dispatched the issue of any Ordinary Shares
(if applicable)
------------------------------------
Placing Programme closes 9 October 2020
------------------------------------
Notes
The prospectus and circular will shortly be available for
inspection at the National Storage Mechanism which is located at
http://www.morningstar.co.uk/uk/nsm.do.
The prospectus and circular are also available in electronic
form on the Company's website at www.waranacap.com and copies are
available for collection during normal business hours on any
working day (Saturday, Sunday and public holidays excepted) until 9
October 2020 from the registered office of the Company and the
offices of Dickson Minto W.S., Broadgate Tower, 20 Primrose Street,
London EC2A 2EW.
Capitalised terms used but not defined in this announcement have
the same meanings as set out in the Company's prospectus dated
today, 11 October 2019.
For further information please contact:
Warana Capital, LLP +44 (0) 20 3551 2917
Tim Gardner tg@waranacap.com
Praxis Fund Services Limited +44 (0) 1481 737600
info@pfs.gg
Important Information
This announcement is for information purposes only and does not
purport to be full or complete and any decision regarding the
Prospectus and/or the Placing Programme should be made only on the
basis of the prospectus and circular published by the Company on 11
October 2019.
This announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The new Ordinary Shares in the Company have not been
and will not be registered under the US Securities Act of 1933, as
amended (the "Securities Act") or under any securities laws of any
state or other jurisdiction of the United States and may not be
offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within the United States
except pursuant to an applicable exemption from or in a transaction
not subject to the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. There will be no public
offer of the new Ordinary Shares in the United States.
The contents of this announcement, which have been prepared by
and are the sole responsibility of Alternative Liquidity Fund
Limited have been approved by Warana Capital LLP as a financial
promotion solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000. However, this announcement
is for information purposes only and is not intended to and does
not constitute or form part of any offer or invitation to purchase
or subscribe for, or any solicitation to purchase or subscribe for,
any securities in any jurisdiction. No offer or invitation to
purchase or subscribe for, or any solicitation to purchase or
subscribe for, any securities will be made in any jurisdiction in
which such an offer or solicitation is unlawful. The information
contained in this announcement is not for release, publication or
distribution to persons in the United States, any member state of
the European Economic Area (other than the United Kingdom),
Australia, Canada, Japan, New Zealand or the Republic of South
Africa and should not be distributed, forwarded to or transmitted
in or into any jurisdiction, where to do so might constitute a
violation of local securities laws or regulations.
Dickson Minto W.S, which is authorised and regulated by the
Financial Conduct Authority, is acting only for the Company in
connection with the matters described in this announcement and is
not acting for or advising any other person, or treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of Dickson Minto W.S. or advice to any other person in
relation to the matters contained herein.
None of the Company, Warana Capital LLP, Warana Capital LLC or
Dickson Minto W.S., or any of their respective affiliates, accepts
any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. The Company, Warana Capital LLP, Warana Capital LLC and
Dickson Minto W.S. and their respective affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN
THE UNITED KINGDOM) AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PDIGGGAGUUPBGAG
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October 11, 2019 12:00 ET (16:00 GMT)
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