HarbourVest Senior Loans Europe Ltd Capital Return and Revised Management Agreement (9601J)

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                   [phone] / [e-mail] 
 
 Spire Partners 
 Jonathan Russell                    [phone] / [e-mail] 
 
 Liberum 
 Chris Bowman                        [phone] / [e-mail] 
 

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.

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