Addition of Placing Shares as part of March Tender

RNS Number : 5953B
CVC Income & Growth Limited
01 February 2024

1 February 2024

CVC Income & Growth Limited (the “Company”)

 (a closed-ended investment company incorporated in Jersey with registration number 112635)

Registered Office: IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP

Addition of Placing of Shares as part of the March 2024 Semi-Annual Tender

The Company hereby announces the addition in the March 2024 Tender of an option for tendering Shareholders to tender Shares for placing with third party investors (a “Placing“), as an alternative to having the Shares repurchased by the Company. By participating in the Placing, Shareholders have the opportunity to realise their Shares and receive the consideration for all successfully placed Shares up to 10 weeks earlier than the consideration payable for Shares repurchased by the Company pursuant to the March 2024 Tender. Such an outcome will depend on the extent to which Winterflood Securities Limited (“Winterflood“) identifies investors willing to buy the Shares (“Placees“) at a price per Share (the “Placing Price“) which is equal to or higher than the floor price set by the Company (as detailed below). Shares not placed successfully will be repurchased in the same way as they would be under the current Tender Terms and Conditions.

The Company considered it prudent to introduce the Placing on account of the Shares having traded close to or at par with the prevailing NAV over recent months. It allows the Company to preserve scale while allowing Shareholders the opportunity to realise their investments early and at the Placing Price which:

·      may be better than the price such Shareholders would achieve on the open-market; and

·      is similar to (though not the same as) the Tender Price.

Shareholders should note that the Placing Price may be lower than the Tender Price.

In consideration of its role in the Placing in the March 2024 Tender, the Company will pay Winterflood a commission of 0.5 per cent. of the gross proceeds generated by the Placing Purchases.

Summary of the Placing arrangements

For the March 2024 Tender:

·      Shareholders (other than Restricted Shareholders) who held Shares on the relevant Tender Record Date may, instead of simply tendering Shares for repurchase, elect to have the Shares be placed by Winterflood with Placees.

·      The Placing Price shall be subject to a floor price per Share of an amount equal to 98% of the last net asset value per Share published by the Company before the Placing closes on 5 March 2024.

·      The consideration for each successful Placing will be paid in accordance with the regular settlement procedures under the Tender Terms and Conditions (as amended and restated on 1 February 2024) (the “Amended and Restated Tender Terms and Conditions“).

·      Where Placees are not willing to take all Shares submitted for a Placing, Shares tendered for the Placing will be scaled back on a pro rata basis.

·      All unplaced Shares will be deemed to have been tendered for purchase by the Company at the Tender Price and will be repurchased in the same way as they would be under the current Tender Terms and Conditions.

·      This announcement should be read in conjunction with the Amended and Restated Tender Terms and Conditions which are available on the Company’s website.

The Board considers that the necessary amendments which have been made to the Tender Terms and Conditions are of a technical or administrative nature and, accordingly, have been published on the Company’s website.

All defined terms in this announcement shall have the meaning given to them in the Amended and Restated Tender Terms and Conditions, unless otherwise defined in this announcement.

Enquiries:

CVC Income & Growth Limited:                                                            +44 (0)1534 625522

Richard Boléat

BNP Paribas S.A., Jersey Branch:                                                        +44 (0)1534 813873

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