Hadrian's Wall Secured Invs.Ltd Publication of a Prospectus (9677D)

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RNS Number : 9677D

Hadrian's Wall Secured Invs.Ltd

02 May 2017

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR TO ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL UNDER APPLICABLE SECURITIES LAWS.

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 the prospectus published by Hadrian's Wall Secured Investments Limited on the date of this announcement (the "Prospectus") and not in reliance on this announcement or any other document or announcement. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company, on the Company's website or via the National Storage Mechanism. 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 or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.

2 May 2017

Hadrian's Wall Secured Investments Limited

Publication of prospectus

On 31 March 2017, Hadrian's Wall Secured Investments Limited (the "Company") announced that it had effectively allocated all of its available capital and that, in order to be able to capitalise on a strong pipeline of loan opportunities, the Company was intending to raise additional capital in the near future.

The directors of the Company are today pleased to announce the publication of a Prospectus in connection with an Initial Placing and Offer for Subscription for a target issue of 80 million C shares (the "Initial Issue") and a Share Issuance Programme of up to 200 million C Shares (the "Share Issuance Programme").

The Company invests primarily in UK Loans secured by a range of assets, including real estate, plant and machinery and trade receivables, to provide capital to under-served segments brought about by ongoing financial disintermediation.

The Company's lending and investment activities are primarily focused on the secured lending market to small to medium enterprises ("SMEs") within the UK. The Investment Adviser believes that this market segment continues to be under-served due to the combination of relatively modest individual loan size and the need for skilled credit analysis, which has caused other alternative lenders to focus their efforts elsewhere. Through a combination of skilled investment analysis, the experience of the Investment Adviser's investment team and a focus on under-served lending segments, the Company believes that it is well positioned to continue to capitalise on this opportunity.

The Company targets an annualised dividend yield in respect of the Ordinary Shares of at least 6 per cent. of the IPO Price, being 100 pence per Ordinary Share, which is expected to grow over time.

There is no target dividend on the C Shares and the extent to which dividends, if any, are paid in respect of the C Shares will depend in part on the speed of deployment of the Net Initial Proceeds and the time to conversion of the C Shares.

The proceeds from the Initial Issue will be used to enter into loan transactions in the Company's pipeline and it is expected that these proceeds will be deployed within a period of approximately six to nine months from Initial Admission.

The Prospectus has been approved by the UK Listing Authority and will shortly be available on the Company's website at www.hadrianswallcapital.com/hwsil and on the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.

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.

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 31 May 2017.

Expected timetable

 
 Latest time and date for receipt     1.00 p.m. on 24 
  of applications under the Initial    May 2017 
  Offer for Subscription 
 Latest time and date for receipt     1.00 p.m. on 25 
  of applications under the Initial    May 2017 
  Placing 
 Publication of results of the        26 May 2017 
  Initial Placing and the Initial 
  Offer for Subscription 
 Initial Admission and dealings       8.00 a.m. on 31 
  in C Shares commences                May 2017 
 CREST accounts credited in           31 May 2017 
  respect of the C Shares 
 Despatch of definitive share         week commencing 
  certificates (as applicable)         5 June 2017 (or 
                                       as soon as possible 
                                       thereafter) 
 Share Issuance Programme opens       31 May 2017 
 Last date for a Subsequent           1 May 2018* 
  Admission of C Shares issued 
  pursuant to the Share Issuance 
  Programme 
 

* or such earlier date on which the Share Issuance Programme is fully utilised.

Notes:

   1.         Each of the times and dates in the above timetable is subject to change by the Company. 
   2.         All times are London times unless stated otherwise. 

Contact Details

Hadrian's Wall Capital (Investment Adviser)

   Ron Miao / Mike Schozer                             Telephone [phone] 

International Fund Management (Investment Manager)

   Chris Hickling                                                    Telephone [phone] 

Winterflood Investment Trusts (Corporate Broker)

   Joe Winkley / Neil Morgan                          Telephone [phone] 

Disclaimer

Accessing this announcement in certain jurisdictions may be restricted by law. Persons accessing this announcement must satisfy themselves that it is lawful to do so under the applicable securities laws of the jurisdiction from which they access this announcement. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

The value of investments may go down as well as up, and all of the value of an investor's investment in the Company will be at risk. Past performance is not a guide to future performance and the information in this announcement or any documents relating to the issue of the C Shares by the Company (including, without limitation, the Prospectus) cannot be relied upon as a guide to future performance. Persons needing advice should contact a professional adviser.

The contents of this announcement have been approved as a financial promotion for the purposes of section 21 of the Financial Services and Markets Act 2000 by the Investment Adviser, Hadrian's Wall Capital Limited, which is authorised and regulated by the Financial Conduct Authority.

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.

Neither Winterflood nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to the Company, whether written, oral, or in a visual or electronic form, and howsoever transmitted or made available or any loss howsoever arising from any use of this announcement or its contents or otherwise in connection with it.

This announcement may not be published, distributed or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States, except subject to certain exceptions. Securities may not be offered or sold in the United States absent registration under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities mentioned herein have not been, and will not be, registered under the Securities Act and will not be offered to the public in the United States. The Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended.

Neither this announcement nor any copy of it may be taken or transmitted into or distributed in any member state of the European Economic Area (other than the United Kingdom), Canada, Australia, the Republic of South Africa or Japan or to any resident thereof. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. 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.

This announcement includes "forward-looking statements". All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's investment strategy, plans and objectives are forward-looking statements. Forward-looking statements are subject to risks and uncertainties and accordingly the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules, the Market Abuse Regulation or the Disclosure Guidance and Transparency Rules of the FCA.

This information is provided by RNS

The company news service from the London Stock Exchange

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May 02, 2017 12:49 ET (16:49 GMT)