NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
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 SQN Asset Finance Income Fund Limited (the “Company”) (the “Prospectus”) and not in reliance on this announcement. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company. This announcement does not constitute and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement or referred to in other written or oral form is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
8 November 2016 – 14.30(GMT)
SQN Asset Finance Income Fund Limited
Publication of Prospectus
On 27 October 2016, the Company announced its intention to raise additional capital by way of a Placing, Open Offer and Offer for Subscription for a target issue of 150 million C Shares, with the option to increase the size of the issue to 180 million C Shares, subject to investor demand (the “Issue”). The directors of the Company are today pleased to announce the publication of the Prospectus in connection with the Issue.
The Prospectus has been approved by the UK Listing Authority and will shortly be available on the Company’s website at www.sqnassetfinance.com and on the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM. The Prospectus will also be made available at the Company’s offices at BNP Paribas House, St. Julian’s Avenue, St. Peter Port, Guernsey GY1 1WA.
Extraordinary General Meeting
The Prospectus, which will be posted to shareholders, includes a notice to convene an extraordinary general meeting to be held at 10.30 a.m. (London time) on 5 December 2016 in order to obtain shareholders’ approval for the disapplication of pre-emption rights in connection with the implementation of the Issue.
Admission and dealings
Applications will be made to the London Stock Exchange and to the UKLA for the C Shares to be admitted to trading on the main market of the London Stock Exchange and the premium segment of the Official List, respectively. It is expected that admission will become effective and that dealings in the C Shares will commence on or around 12 December 2016.
Record Date for entitlements under the Open Offer 4 November
Publication of this document 8 November
Placing, Open Offer and Offer for Subscription opens 8 November
Ex-entitlement date for Open Offer 8.00 a.m. on 9 November
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of CREST Shareholders As soon as practicable after 8.00 a.m. on 9 November
Recommended latest time and date for requesting withdrawal of Open Offer Entitlements into CREST 4.30 p.m. on 29 November
Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m. on 30 November
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 1 December
Latest time and date for splitting of Open Offer Application Form (to satisfy bona fide market claims only) 3.00 p.m. on 1 December
Extraordinary General Meeting 10.30 a.m. on 5 December
Last time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST Instructions 11.00 a.m. on 5 December
Announcement of the results of the Extraordinary General Meeting 5 December
Last time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription 1.00 p.m. on 6 December
Latest time and date for commitments under the Placing 1.00 p.m. on 7 December
Announcement of results of the Issue 8 December
Admission and dealings in C Shares commence 8.00 a.m. on 12 December
CREST accounts credited with uncertificated C Shares 12 December
Where applicable, definitive C Share certificates despatched by post in the week commencing Week commencing 19 December
Winterflood Securities Limited is acting as sole sponsor, financial adviser and bookrunner to the Company.
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus.
For further information please contact:
|SQN Capital Management, LLC
|01932 575 888|
|Winterflood Securities Limited||020 3100 0000|
|020 7466 5000|
This announcement is an advertisement. It 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 who are considering acquiring shares in the Company are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus and any supplement or supplements thereto which may be different from the information contained in this announcement.
Winterflood Securities Limited (“Winterflood”), 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 Winterflood or advice to any other person in relation to the matters contained herein.
The shares of the Company have not been, nor will they be, registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada or Japan. Further, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. Subject to certain exceptions, the shares of the Company may not be offered or sold in any member state of the EU other than the United Kingdom, the United States of America, Australia, Canada or Japan or to or for the account or benefit of any national, resident or citizen of any member state of the EU other than the United Kingdom, Australia, Canada or Japan or any person located in the United States. The Issue and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.