NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, SOUTH AFRICA, CANADA, IRELAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION AND THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER FOR SALE OF OR SUBSCRIPTION FOR OR SOLICITATION OF ANY OFFER OR ANY INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES IN THE UNITED STATES OR TO U.S. PERSONS OR IN ANY OTHER JURISDICTION.
This announcement is an advertisement for the purposes of the UK Prospectus Rules and not a prospectus. It does not constitute an offer for sale or subscription or to buy any securities. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information contained in the prospectus (the "Prospectus") published by CVC Credit Partners European Opportunities Limited, a closed-ended investment company limited by shares incorporated under the laws of Jersey (the "Company") on 20 March 2013 in connection with the admission of the ordinary shares of the Company (the "Shares") to listing on the premium listing segment of the Official List maintained by the UK Listing Authority (the "Official List") and to trading on the London Stock Exchange plc's main market for listed securities (the "Main Market"). Capitalised terms used in this announcement shall have the meaning given to them in the Prospectus unless the context otherwise requires. Copies of the Prospectus will, following publication, be available for inspection from the Company's registered office at PO BOX 381, 1 Castle Street, St. Helier Jersey JE3 9SR.
12 June 2013
CVC Credit Partners European Opportunities Limited
Publication of Prospectus
CVC Credit Partners European Opportunities Limited is pleased to announce the publication today of the Prospectus in relation to the Company's proposed initial public offering of Shares (the "Placing"). The Company intends to apply for admission of its Shares to the premium listing segment of the Official List and to trade on the Main Market ("Admission").
The Placing gives investors access to the sub-investment grade European debt markets through an existing Investment Vehicle, CVC European Credit Opportunities ("CEC") managed by the Investment Vehicle Manager, CVC Credit Partners Investment Management Ltd.
The Investment Vehicle has a track record of investing in the debt of larger companies in the sub-investment grade markets. In May 2013 the vehicle returned 0.8%1 and 5.6%1 for the five months to 31 May 2013. This information is contained in the prospectus and should be read in conjunction with all the material contained therein.
Availability of the Prospectus
Copies of this document are also available for collection, free of charge during normal business hours from the registered office of the Company up to and including the date of Admission.
Goldman Sachs International is acting as Sponsor, Global Co-ordinator and Bookrunner in relation to the Placing and Dexion Capital plc is acting as Lead Placing Agent in relation to the Placing.
1Source: CVC Credit Partners. CEC returns are gross returns and are unaudited. Individual Preferred Equity Certificate holders' returns may vary
Latest date for placing commitments under the Placing
19 June 2013
Results of Placing announced
20 June 2013
Admission and commencement of dealings in the Shares on the London Stock Exchange
25 June 2013
Crediting of CREST stock accounts in respect of the Shares
25 June 2013
The dates and times specified above are subject to change.
+44 20 7404 5959
Goldman Sachs International
+44 20 7774 1000
Dexion Capital plc
+44 20 7832 0900
Neither this announcement nor the information contained herein is for release, publication or distribution, directly or indirectly, in or into the United States, South Africa, Canada, Ireland or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The securities referred to herein have not been and will not be registered under the relevant securities laws of any such excluded territory.
This announcement does not contain, constitute or form part of an offer for sale of, or the solicitation of an offer to purchase, securities in the United States or to U.S. Persons (as defined in Regulation S of the Securities Act). The securities referred to herein have not been, and will not, be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person. There will be no offer of the Company's securities in the United States.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any ordinary shares or any other securities 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, any contract.
The Placing and the distribution of this announcement and other information in connection with Admission and the Placing in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in South Africa, Canada, Ireland or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan, Ireland or South Africa. There will be no offer of the ordinary shares in the United States, Canada, South Africa, Japan or Ireland.
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Goldman Sachs International ("GSI") of Peterborough Court, 133 Fleet Street, London EC4A 2BB solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").
In member states of the European Economic Area (the "EEA"), this announcement is directed only at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, including by Directive 2010/73/EU, to the extent such amendments have been implemented in the relevant Member State and including any relevant implementing measure in the relevant Member State) ("Qualified Investors"). In the EEA, any investment or investment activity to which this announcement relates is only available to and will only be engaged in with Qualified Investors. Any person in the EEA who is not a Qualified Investor should not act or rely on this announcement.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The information in this announcement is subject to change. Any purchase or subscription of Shares in the proposed Placing by an investor should be made solely on the basis of the information contained in the final Prospectus expected to be issued and published by the Company in connection with the Placing and Admission in due course. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The Placing timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Placing and/or Admission will occur and no investor should base their financial decisions on the Company's intentions in relation to the Placing and/or Admission at this stage. Acquiring Shares to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The price and value of securities can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Placing for the person concerned. Past performance cannot be relied upon as a guide to future performance.
GSI, which is authorised by the Prudential Regulatory Authority and regulated in the United Kingdom by the Prudential Regulatory Authority and the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Placing. GSI will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Dexion Capital plc ("Dexion"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the Placing. Dexion will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Placing, each of GSI and Dexion and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by GSI, Dexion and any of their affiliates acting as investors for their own accounts.
None of GSI, Dexion or any of their affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
CVC Capital Portfolio Companies and CVC Group Affiliates may subscribe for Shares pursuant to the Placing.
None of GSI, Dexion nor any of their respective directors, officers, employees, advisers, affiliates 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 other information relating to the Company or its subsidiary, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
This announcement contains statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the announcement and include statements regarding the intentions, beliefs or current expectations of the Company, the Investment Vehicle and the Investment Vehicle Manager (as applicable) concerning, amongst other things, the investment objectives and investment policy, financing strategies, investment performance, results of operations, financial condition, prospects, and dividend/distribution policy of the Company and the Investment Vehicle and the markets in which the Investment Vehicle, and its portfolio of investments, invest and/or operate. 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. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this announcement. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Prospective investors should carefully review the "Risk Factors" section of the Prospectus for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision.
The Company has been established in Jersey as a listed fund under a fast-track authorisation process. It is suitable therefore only for professional or experienced investors, or those who have taken appropriate professional advice.
Regulatory requirements which may be deemed necessary for the protection of retail or inexperienced investors, do not apply to listed funds. By investing in the Company you will be deemed to be acknowledging that you are a professional or experienced investor, or have taken appropriate professional advice, and accept the reduced requirements accordingly.
You are wholly responsible for ensuring that all aspects of the Company are acceptable to you. Investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of the Company and the potential risks inherent in it you should not invest in the Company.
Further information in relation to the regulatory treatment of listed funds domiciled in Jersey may be found on the website of the Jersey Financial Services Commission at www.jerseyfsc.org