TIDMHSLE
RNS Number : 9601J
HarbourVest Senior Loans Europe Ltd
19 June 2014
19 June 2014
HARBOURVEST SENIOR LOANS EUROPE LIMITED ("HSLE" OR "THE
COMPANY")
APPROVAL OF B SHARE CAPITAL RETURN AND REVISED TERMS OF
INVESTMENT MANAGEMENT AGREEMENT
Capital Return of 11.24 Pence Per Share
As a result of receiving loan refinancing proceeds, which in
aggregate total approximately GBP15.7 million, the Company is
pleased to announce that it expects to make a further Capital
Return to shareholders equivalent to 11.24 pence per share.
As set out in the Company's IPO prospectus dated 27 April 2010
(the "Prospectus"), following the end of its Investment Period on
30 June 2012 the Company makes distributions of the Capital Returns
representing repayments of invested capital and capital gains
(resulting from the realisation of the discounts to par at which
secondary loans are purchased). These Capital Returns arise from
investee company loan repayment or refinancing, together with
ongoing loan amortisation. As envisaged by the Prospectus, the
Directors intend to make Capital Return by way of a bonus issue and
immediate redemption of B shares on a pro rata basis.
The proposed Capital Return of 11.24 pence per share will be
paid through CREST to uncertificated shareholders or via cheque to
certificated shareholders on or around 18 July 2014 to shareholders
on the register on 11 July 2014. The ex-date is 9 July 2014.
Revised Terms of Investment Management Agreement
Following the recent appointment of Spire Partners LLP ("Spire")
as its investment manager the Company has today entered into a new
investment management agreement incorporating revised incentive fee
terms but otherwise on substantially the same terms as were agreed
with the previous investment manager.
Under the terms of the new investment management agreement,
Spire may be entitled to an incentive fee in respect of the
realisation of loans in the Company's portfolio between now and 31
December 2015. The payment of an incentive fee will be conditional
on the Company's portfolio of loans being realised for an aggregate
amount within 1.25% of their book value and capped at a maximum of
2.75% of NAV. Loan realisations occurring after 31 December 2015
will not give rise to any incentive fee.
The Board has approved these revised fee arrangements to ensure
Spire is aligned with shareholders' interests given that the
Company's investment period ended on 30 June 2012. The entry into
the new investment management agreement constitutes a smaller
related party transaction under Listing Rule 11.1.10 of the FCA
Listing Rules.
Capitalised terms in this announcement have the meaning given to
them in the Prospectus which is available to view on the Company's
website at www.hvsle.com.
Enquiries:
HSLE
Company Secretary +44 (0)1481 737 600 / nicole.barnes@praxisgroup.com
Spire Partners
Jonathan Russell +44 (0)20 7042 6300 / enquiries@SpireLLP.com
Liberum
Chris Bowman +44 (0)20 3100 2000 / chris.bowman@liberum.com
Notes to Editors:
About HarbourVest Senior Loans Europe Limited:
HarbourVest Senior Loans Europe Limited is a
Guernsey-incorporated company listed on the main market of the
London Stock Exchange.
The Company's investment objective is to provide shareholders
with a combination of a high level of income and capital growth
over time, whilst preserving capital. The investment period of HSLE
has now concluded and the Company has invested in accordance with
its original investment policy and objective. The Company has
invested in senior secured loans of private equity-backed European
mid-market companies.
HSLE is managed by Spire Partners LLP (the "Manager") a limited
liability partnership registered in England and Wales (OC
376511).
The Company is regulated by the Guernsey Financial Services
Commission and is not regulated or authorised by the Financial
Conduct Authority, but is subject to the Listing Rules applicable
to closed-ended investment companies.
To learn more about HSLE, please visit www.hvsle.com
About Spire Partners LLP:
Established in 2012, Spire Partners LLP is an independent asset
management firm focused on European non-investment grade
credit.
Spire was founded by seasoned leverage finance and private
equity investment professionals, who previously worked together
managing a variety of fund types including credit opportunities,
collateralised loan obligations ("CLOs"), managed accounts and
private equity funds. The team has a track record of consistently
delivering superior risk adjusted returns.
Spire currently has a sub-advisory arrangement with the UK
affiliate of a US multi-strategy institutional investor to invest
in European non-investment grade credit, and was appointed as sub
investment adviser on the HarbourVest Senior Loans Europe vehicle
in February 2014, before becoming the investment manager in May
2014.
Spire is authorised and regulated in the United Kingdom by the
Financial Conduct Authority.
To learn more about Spire Partners, please visit
www.SpireLLP.com
***
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any
Shares. In particular, this announcement does not constitute or
form part of any offer to issue or sell, or the solicitation of an
offer to acquire, purchase or subscribe for, any securities in the
United States or to US Persons (as defined in Regulation S under
the US Securities Act of 1933, as amended ("US Persons")). Neither
this announcement nor any copy of it may be taken, released,
published or distributed, directly or indirectly to US Persons or
in or into the United States (including its territories and
possessions), Canada, Australia or Japan, or any jurisdiction where
such action would be unlawful. Accordingly, recipients represent
that they are able to receive this announcement without
contravention of any applicable legal or regulatory restrictions in
the jurisdiction in which they reside or conduct business. No
recipient may distribute, or make available, this announcement
(directly or indirectly) to any other person. Recipients of this
announcement should inform themselves about and observe any
applicable legal requirements in their 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 and, accordingly, may not be
offered, sold, resold, transferred, delivered or distributed,
directly or indirectly, within the United States or to US Persons.
In addition, the Company is not registered under the US Investment
Company Act of 1940, as amended (the "Investment Company Act") and
shareholders of the Company will not have the protections of that
act. There will be no public offer of the Shares in the United
States or to US Persons.
This announcement has been prepared by the Company and its
investment manager, Spire Partners LLP (the "Investment Manager").
No liability whatsoever (whether in negligence or otherwise)
arising directly or indirectly from the use of this announcement is
accepted and no representation, warranty or undertaking, express or
implied, is or will be made by the Company, the Investment Manager
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 Investment Manager
nor any of their respective Agents makes or has been authorised to
make any representations or warranties (express or implied) in
relation to the Company or as to the truth, accuracy or
completeness of this announcement, 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 announcement and nothing in this
announcement is or should be relied on as a promise or
representation as to the future.
Other than as required by applicable laws, the Company gives no
undertaking to update this announcement or any additional
information, or to correct any inaccuracies in it which may become
apparent. The information contained in this announcement is given
at the date of its publication and is subject to change without
notice. The contents of this announcement have not been approved by
any competent regulatory or supervisory authority.
This announcement includes statements that are, or may be deemed
to be, "forward looking statements". These forward looking
statements can be identified by the use of forward looking
terminology, including the terms "believes", "projects",
"estimates", "anticipates", "expects", "intends", "plans", "goal",
"target", "aim", "may", "will", "would", "could", "should" or
"continue" or, in each case, their negative or other variations or
comparable terminology. These forward looking statements include
all matters that are not historical facts and include statements
regarding the intentions, beliefs or current expectations of the
Company. By their nature, forward looking statements involve risks
and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future and may be
beyond the Company's ability to control or predict. Forward looking
statements are not guarantees of future performance. More detailed
information on the potential factors which could affect the
financial results of the Company is contained in the Company's
public filings and reports.
HarbourVest Senior Loans Europe Limited is registered as a
closed-ended investment scheme in accordance with the Protection of
Investors (Bailiwick of Guernsey) Law, 1987, as amended and the
Registered Collective Investment Scheme Rules 2008 issued by the
Guernsey Financial Services Commission (the "Commission"). The
Company is regulated by the Commission and is not regulated or
authorised by the Financial Conduct Authority, but is subject to
the Listing Rules applicable to closed-ended investment
companies.
All investments are subject to risk. Past performance is no
guarantee of future returns. Prospective investors are advised to
seek expert legal, financial, tax and other professional advice
before making any investment decision. The value of investments may
fluctuate. Results achieved in the past are no guarantee of future
results.
This announcement is issued by the Company, whose registered
address is at Sarnia House, Le Truchot, St. Peter Port, Guernsey,
GY1 4NA, Channel Islands.
(c) 2014 HarbourVest Senior Loans Europe Limited. All rights
reserved.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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