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Company Announcements

Advancement of Loan & Proposed New Shares Placing

RNS Number : 8758T
ICG-Longbow Snr Sec UK Prop DebtInv
18 October 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

This announcement does not constitute a recommendation regarding any securities. Any investment in the shares referred to in this announcement may be made only on the basis of information contained in the prospectus published on 27 April 2017 by ICG-Longbow Senior Secured UK Property Debt Investments Limited (the "Prospectus").

 

18 October 2017

 

ICG-Longbow Senior Secured UK Property Debt Investments Limited

(the "Company" or "Group")

 

Advancement of loan
and
Proposed placing of New Shares

The Company is pleased to announce that it has completed a new loan to a privately-held property company with an aggregate value of £9.0 million (the "Quattro Loan").  In addition, the Company announces a non pre-emptive placing of new Shares (the "Placing", the "New Shares") pursuant to the terms and conditions of the placing programme set out in the Prospectus.

Advancement of loan

The Quattro Loan, which matures in January 2021, carries an initial LTV ratio of 83.7% and is secured by first ranking charges against a portfolio of three mixed-use properties located in the London Borough of Kingston. In the Company's opinion, as advised by the Investment Adviser, this portfolio provides significant value creation opportunities through implementation and realisation of residential planning permissions. As well as a coupon, the loan contains a profit participation component to allow the Company to share in this expected value growth.  The loan is in accordance with the Company's revised investment policy, approved by shareholders at the EGM in March 2017.

The Company will initially finance a £6.0 million participation in the Quattro Loan, which reinvests substantially all of the cash held by the Company following the repayment of the Lanos (York) loan.  A £3.0 million minority participation is held by Intermediate Capital Group plc, and the Company has the right to acquire this participation at par within 90 days.

Based on the £6.0m loan participation, the Company's weighted average investment coupon increases to 6.22% (31 July 2017: 6.11%), LTV increases to 59.3% (31 July 2017: 57.9%) and weighted average ICR reduces to 215% (31 July 2017: 222%).

Proposed placing

As stated in the interim financial report, the Company's revised investment policy, which was approved by Shareholders in March this year, has positioned the Group to capitalise on what the Board and the Investment Adviser believe to be attractive market conditions for UK real estate debt investments. The clear intention of the Directors remains not only to reinvest proceeds from any repayments from the existing portfolio but also to grow the Company. The Quattro Loan represents the first of the pipeline loans outlined in the Company's interim financial report.  

The Investment Adviser remains in advanced discussions on a near term pipeline of new loans and is also documenting a further advance to an existing borrower on terms which will enhance the weighted average loan coupon and average unexpired loan term.  The Company is therefore targeting minimum gross proceeds of £5 million in order to fund near term opportunities and to acquire the balance of the Quattro Loan. 

The price at which each New Share will be issued pursuant to the Placing will be 102 pence per share (the "Placing Price").  The Placing Price represents a premium of 2.0% to the latest published Net Asset Value of 99.96 pence per share as at 31 July 2017 (net of the 1.5 pence per Share dividend declared by the Company on 22 September 2017).

Cenkos Securities plc ("Cenkos") is acting as the Company's sole Placing Agent in relation to Placing.

The Placing will open immediately following this announcement and prospective investors are invited to contact Cenkos for further details of the Placing. The Placing is expected to close at 1.00 p.m. (London time) on 23 October 2017 but may close earlier (or later) at the absolute discretion of the Company, in consultation with Cenkos.

Applications will be made to the UKLA and the London Stock Exchange for all of the New Shares issued pursuant to the Placing to be admitted to the Premium Listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that dealings will commence on 26 October 2017.

The New Shares will, when issued and fully paid, include the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue. The New Shares issued under the Placing will not be entitled to the dividend of 1.5 pence per Share declared by the Company on 22 September 2017 and payable to Shareholders on 27 October 2017.

The terms and conditions of the Placing are included in the Prospectus which is available for inspection at the Company's registered office and via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm.

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus.

Expected timetable

Placing opens   

18 October 2017

Latest time and date for receipt of commitments under the Placing

1:00 p.m. on 23 October 2017

Results of Placing announced and trade date

24 October 2017

Admission and dealings in Placing Shares commence

26 October 2017

The dates and times specified above are subject to change without notice. References to times are to London times. Any changes to the expected timetable will be notified by the Company through a Regulatory Information Service.

For further information please contact:

Heritage International Fund Managers Limited:

Mark Huntley

James Christie

 

+44 (0)14 8171 6000

Cenkos Securities:

Will Rogers

Alex Collins

Tom Scrivens

Oliver Packard

Andrew Worne

 

+44 (0)20 7397 1920

+44 (0)20 7397 1913

+44 (0)20 7397 1915

+44 (0)20 7397 1918

+44 (0)20 7397 1912

 

Maitland Consultancy Limited:

Rebecca Mitchell

+44 (0)20 7379 5151

 

ICG-Longbow

Martin Wheeler                  

 

+44 (0)20 3201 7502

ICG Longbow LEI: 2138008BKBH3OP2CA764

The content of this announcement has been prepared by, and is the sole responsibility of, ICG-Longbow Senior Secured UK Property Debt Investments Limited.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.

In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction.

Certain statements made in this announcement are forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements.

The information contained in this announcement is subject to change without notice and the Company does not take any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Guidance and Transparency Rules). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement, as a prediction of actual results or otherwise.

Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by Cenkos Securities plc ("Cenkos") who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.

The New Shares that are the subject of the Placing are not being offered or sold to any person in the EEA (other than the United Kingdom), other than to: (1) "qualified investors" within the meaning of the law in the Relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the EU Prospective Directive 2003/71 EC, which includes legal entities which are regulated by the FCA or entities which are not so regulated whose corporate purpose is solely to invest in securities; and (2) residents to whom the New Shares may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of the Relevant Member State, if that Relevant Member State has implemented the AIFM Directive.

The New Shares have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the U.S. Investment Company Act of 1940, as amended or any other applicable securities laws and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to or for the account or benefit of any US Person (within the meaning of 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 and in compliance with any applicable securities laws of any state or other jurisdiction in the United States.

There will be no public offer of the New Shares in the United States. The New Shares are being offered and sold outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. The New Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The New Shares have not been registered under the applicable laws of Australia, Canada, the Republic of South Africa or Japan and, subject to certain exemptions, may not be offered or sold within Australia, Canada, the Republic of South Africa, Japan or to any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

This announcement does not constitute a prospectus relating to the Company and does not constitute, or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction 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 or act as any inducement to enter into, any contract therefor. Recipients of this announcement are reminded that applications for New Shares may be made solely on the basis of the information contained in the Prospectus.

Cenkos, which is authorised and regulated in the United Kingdom 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 Cenkos or advice to any other person in relation to the matter contained herein.

 

None of the Investment Adviser or Cenkos, 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 for any loss howsoever arising from any use of the announcement or its contents aside from the responsibilities and liabilities, if any, which may be imposed by FSMA, as amended or the regulatory regime established thereunder or any other applicable regulatory regime. The Investment Adviser and Cenkos 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 information is provided by RNS
The company news service from the London Stock Exchange
 
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