Issue equity and repurchase into treasury
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR TO US PERSONS
Guernsey, 1 February 2018
Funding Circle SME Income Fund Limited
(the "Company")
Issue of Equity and Repurchase into Treasury
The board of the Company announces that it has resolved to issue 24,928,394 new ordinary shares (the "Shares") under the Placing Programme (as described in the Company's Prospectus, dated 6 February 2017) at a price of 100.23 pence per share, which is equivalent to the net asset value ("NAV") per share as at 31 December 2017, being the Company's latest published NAV.
The Shares will be issued on 5 February 2018 to Numis Securities Limited, the Company's corporate broker, and immediately repurchased by the Company at the same price, to be held in treasury. The net cash position of the Company, following these transactions, will remain unchanged. Shares held in treasury will be available to be sold by the Company to meet demand. Shares will only be sold from treasury at prices representing a premium to the Company's estimate of the prevailing NAV per share. It remains the Company's intention that any material issue of new shares or sale of treasury shares would be executed in a manner which would allow existing shareholders the opportunity to participate at least proportionate to their current holdings.
Application has been made to the FCA for admission of the Shares to the Official List and to the London Stock Exchange for admission of the Shares to trading on the Main Market ("Admission"). It is expected that Admission will become effective at 8.00 a.m. (London time) on 5 February 2018.
Following Admission and repurchase of the Shares, the number of ordinary shares that the Company has in issue will be 332,673,895 of which 24,928,394 ordinary shares will be held in treasury. The total number of voting rights of the Company will be 307,745,501 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, under the Disclosure and Transparency Rules.
CONTACTS
Richard Boleat, Chairman
+44 (0) 1534 615 656
Secretary and Administrator
Sanne Group (Guernsey) Limited
+44 (0) 1481 739810
Media Contact
David de Koning
Natasha Jones
+44 (0) 20 3667 2245
Corporate Brokers
Numis Securities Limited
Nathan Brown / Harry Trueman
+44 (0) 207 260 1000
[email protected] / [email protected]
Website
www.fcincomefund.com
Investor Relations
DEALING CODES
The ISIN number of the Ordinary Shares is GG00BYYJCZ96, the SEDOL code is BYYJCZ9 and the TIDM is FCIF.
The LEI number of the Company is 549300ZQIYQVNIZGOW60
ABOUT FUNDING CIRCLE SME INCOME FUND
The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Registered Collective Investment Scheme Rules 2015 issued by the Guernsey Financial Services Commission (''GFSC'').
The Company's investment objective is to provide shareholders with a sustainable and attractive level of dividend income, primarily by way of investment in Credit Assets as defined in the Company's Prospectus.
IMPORTANT NOTICES
This announcement contains "forward-looking" statements, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and all of which are based on its directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events, assumptions or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Board or the Company with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the financial performance, liquidity, prospects, growth and strategies of the Company. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the FCA. No statement in this announcement is intended as a forecast or profit estimate.
Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States or to US Persons (as such term is defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement 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 securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
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