CQS New City High Yield Fund Limited : Issue of...

Not for release, publication or distribution in whole or in part, directly or indirectly, in or into, the United States, Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction where it is unlawful to distribute this announcement or any copy of it.

This announcement is an advertisement and not a prospectus.  This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any Ordinary Shares in any jurisdiction, including the United States, 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 or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities.  Any investment decision must be made exclusively on the basis of the information contained in the relating to the Company in connection with an initial placing, offer for subscription and placing programme of ordinary shares in the Company and dated 5 March 2015 (the "Prospectus").  Unless the context requires otherwise, words and expressions defined in the Prospectus have the same meanings when used in this announcement.

17 APRIL 2015

CQS NEW CITY HIGH YIELD FUND LIMITED
(THE "COMPANY")

RESULT OF APRIL CLOSING OF INITIAL PLACING
AND OFFER FOR SUBSCRIPTION

April Closing of Initial Placing and Offer

The Board is pleased to announce that the April Closing of the Initial Placing and Offer has raised gross proceeds of £8.1 million.  The Company received commitments to acquire new Ordinary Shares with an aggregate value, at their Issue Price, of £5.1 million pursuant to the Initial Placing and applications to subscribe for new Ordinary Shares with an aggregate value, at their Issue Price, of £3.0 million pursuant to the Offer.  All commitments and applications will be satisfied in full.

The Issue Price for the April Closing of the Initial Placing and Offer has been calculated in accordance with the Prospectus and is 62.0p.  Accordingly, a total of 13,081.682 Ordinary Shares will be issued by the Company pursuant to the April Closing of the Initial Placing and Offer (the "New Ordinary Shares").

Applications have been made to the FCA for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for New Ordinary Shares to be admitted to trading on its main market for listed securities ("Admission").  Admission is expected to become effective, and dealings in the New Ordinary Shares are expected to commence, at 8.00 a.m. on Wednesday, 22 April 2015.  Following Admission, the New Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares.

Total Voting Rights

On Admission, the Company's issued share capital will comprise 355,903,477 Ordinary Shares, none of which will be held in treasury.  Each Ordinary Share carries the right to one vote and, therefore, the total number of voting rights in the Company on Admission will be 355,903,477.  This figure may be used by Shareholders and other investors 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 FCA's Disclosure and Transparency Rules.

Placing Programme

The Placing Programme will open on Thursday, 23 April 2015 and will close on Friday, 4 March 2016 (or any earlier date on which it is fully subscribed).  The maximum number of Ordinary Shares that may be issued pursuant to the Placing Programme is 118,895,696, equivalent to 33.4 per cent. of the Ordinary Shares that will be in issue on Admission.  Members of the public are not eligible to participate in the Placing Programme. 

New Ordinary Shares to be issued pursuant to the Placing Programme may be:

• made available, on an ad hoc basis, by tap issues to Cantor Fitzgerald for sale in the secondary market in response to market demand for the Ordinary Shares; or
• placed with institutional investors, private client investment managers, private client brokers and other qualified investors (as defined in section 86(7) of FSMA) through a book build exercise conducted by Cantor Fitzgerald as agent for the Company.

The issue of new Ordinary Shares pursuant to the Placing Programme will be at the discretion of the Directors.  Issues may take place at any time whilst the Placing Programme is open.  An announcement of each issue will be released through a Regulatory Information Service, including details of the number of new Ordinary Shares issued and the Placing Programme Price for that issue. 

Applications will be made to the UK Listing Authority for new Ordinary Shares issued pursuant to the Placing Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such new Ordinary Shares to be admitted to trading on its Main Market.  It is anticipated that dealings in new Ordinary Shares issued pursuant to the Placing Programme will commence two Business Days after their issue.

Full details of the terms and conditions on which Ordinary Shares will be issued pursuant to the Placing Programme are set out in the Prospectus, a copy of which is available on the section of the Investment Manager's website dedicated to the Company, which is located at www.ncim.co.uk/nc_main.php.

Enquiries

For further information please contact:

Cantor Fitzgerald
Sue Inglis (Corporate Finance) Andrew Worne / Tom Dixon / Andrew Davey (Sales)	020 7894 8016 020 7894 8529 / 8229 / 8668
New City Investment Managers
Craig Cleland Head of Corporate Development, Investment Trusts	020 7201 5368
R&H Fund Services Limited
Martin Cassels	0131  524 6140

IMPORTANT NOTICE

This announcement is not for publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand or South Africa. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to in this announcement, including the Circular and the Prospectus, comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Ordinary Shares to any person in the United States, Australia, Canada, Japan, New Zealand or South Africa or in any other jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company will not be registered under the US Investment Company Act of 1940, as amended.  In addition, the Ordinary Shares have not been, and will not be' registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws. There will be no public offer of the Shares in the United States, Australia, Canada, Japan, New Zealand or South Africa.

The offer of Ordinary Shares referred to in this announcement has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or South Africa.  Subject to certain exceptions, the Ordinary Shares referred to in this announcement may not be offered or sold in Australia, Canada, Japan, New Zealand or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa.

Cantor Fitzgerald, which is authorised and regulated in the United Kingdom by the FCA, is acting solely for the Company and for no one else in connection with the Initial Placing, the Offer, the Placing Programme and the Issues and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cantor Fitzgerald or for providing advice in relation to the Initial Placing, the Offer, the Placing Programme, the Issues or any other matter referred to in this Prospectus.  Nothing in this paragraph shall serve to exclude or limit any responsibilities that Cantor Fitzgerald may have under FSMA or the regulatory regime established under FSMA.

None of the Company, Cantor Fitzgerald or any of their respective affiliates accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including 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, its subsidiaries or associated companies, 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. The Company, Cantor Fitzgerald and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

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The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: CQS New City High Yield Fund Limited via Globenewswire

HUG#1912124