Placing and Offer for Subscription

RNS Number : 5550X

Henderson Diversified Income Ltd

14 January 2014

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by Henderson Diversified Income Limited (the "Company") in due course in connection with the proposed placing and offer for subscription by the Company and the admission of its new shares (the "New Shares") to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to trading on London Stock Exchange plc's main market for listed securities (the "London Stock Exchange"). A copy of the Prospectus will, following publication, be available at www.hendersondiversifiedincome.com and at www.morningstar.co.uk/uk/nsm. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

 14 January 2014

HENDERSON DIVERSIFIED INCOME LIMITED

Placing and Offer for Subscription

Further to its announcement on 28 November 2013 and the approval of the relevant resolution at the extraordinary general meeting held on 17 December 2013, the Board of Henderson Diversified Income Limited (the "Company") is pleased to announce that it expects to publish a prospectus later today in relation to a Placing and Offer for Subscription of up to 46,002,482 New Shares (the "Prospectus").

The Initial Issue

The Company will undertake a management roadshow and bookbuild exercise to place New Shares with investors (the "Initial Issue"). The Initial Issue is being implemented by way of a Placing and an Offer for Subscription, for which the latest time for receipt of commitments under the Placing is 12.00 p.m. on 6 February 2014 and the latest time for receipt of applications under the Offer for Subscription is 5.00 p.m. on 5 February 2014.

New Shares issued under the Initial Issue are expected to be listed on or around 12 February 2014. After this date the Board expects to issue Shares on an ad hoc basis in response to market demand, following a similar pattern to that taken by the Company over the course of 2013 (the "Other Issues").

The Initial Issue will be conditional upon admission of the relevant New Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective. The Initial Issue will not be underwritten.

It is the Investment Manager's intention to invest swiftly the proceeds of any New Share issuance so that there is no delay in receipt of income. Credit derivatives will be used in accordance with the Company's investment policy to increase the gearing of the portfolio, with the aim of replacing any income shortfall as a result of any delays in investment.

The terms and conditions which shall apply to any subscriber for New Shares pursuant to the Placing are contained in the Prospectus.  The terms and conditions relating to the Offer for Subscription are set out in the Prospectus and the Application Form and notes on how to complete such Application Form are set out in its appendix.

Other Issues

New Shares not taken up in the Initial Issue may also be issued pursuant to Other Issues for the purpose of managing any premium on the Shares and, more generally, to meet the Board's broader objective of continuing to grow the Company. New Shares will be issued pursuant to the Other Issues only during the period from 12 February 2014 and ending 12 months from the date of the Prospectus.

The Company will issue up to a maximum of 46,002,482 New Shares, less any Shares issued pursuant to the Initial Issue, under the Other Issues. Each Other Issue will be conditional upon admission of the relevant New Shares to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities becoming effective. There is no intention that any of the Other Issues will be underwritten.

Issue Price

The Issue Price of each Issue, including the Initial Issue, will be determined by the Company but will in every case be above the prevailing cum-income Net Asset Value per Share. The Board expects, in normal circumstances, that the Issue Price of the New Shares in respect of any Issue to be at a premium of two per cent. to the prevailing cum-income Net Asset Value per Share at the time of issue, and not to exceed that level. The Board expects to issue New Shares in the Initial Issue at an Issue Price of two per cent. to the prevailing cum-income Net Asset Value per Share at the time of issue.

The cum-income Net Asset Value per Share will be calculated in accordance with the Company's normal accounting policies. In no circumstances would any Issue be at an Issue Price which would result in a dilution of the cum-income Net Asset Value per Share. The Issue Price of each Issue will be announced through a Regulatory Information Service as soon as practicable following each Issue.

To the extent that the Issue Price in relation to an Other Issue is calculated prior to the point that the Shares go "ex-dividend", but the New Shares to which the Other Issue relates are issued after the relevant dividend's record date, the Issue Price be will be calculated on a "cum-dividend" basis, but the New Shares will not rank for such dividend.

Use of proceeds

The Directors intend to apply the net proceeds of any Issues (including for the avoidance of doubt, the proceeds of the Initial Issue) in accordance with the Company's investment policy.

Managing any short-term risk to income

New Shares issued by the Company will rank pari passu in all respects with the existing issued Shares and the New Shares will therefore have the same entitlement to receive dividends as existing Shares.

The Company will time the issuance of New Shares pursuant to the Initial Issue as close to the beginning of the next quarter (1 February to 30 April 2014) for earning income as practicable but also not before the record date in relation to the dividend for the 1 November 2013 to 31 January 2014 quarter (the "Q1 Dividend"), to avoid the New Shares immediately being entitled to the income earned for the prior quarter.

The Company has announced the Q1 Dividend and that it has brought forward the ex-dividend date to 5 February 2014 and the record date to 7 February 2014. New Shares will not be issued pursuant to the Initial Issue before 12 February 2014.

Expected timetable

All references to time in this document are to London time, unless otherwise stated.

Latest time and date for receipt of applications under the Offer for Subscription	5.00 p.m. on 5 February 2014
Latest time and date for receipt of Placing commitments	12.00 p.m. on 6 February 2014
Announcement of results of Initial Issue (including Issue Price and number of New Shares to be issued)	7 February 2014
Admission and dealings in New Shares issued pursuant to the Initial Issue	12 February 2014
CREST accounts credited in respect of New Shares issued pursuant to the Initial Issue	12 February 2014
Share certificates in respect of New Shares issued pursuant to the Initial Issue despatched	The week commencing 17 February 2014

For further information please contact:

Henderson Global Investors
James de Sausmarez Director of Investment Trusts	020 7818 3349
J.P. Morgan Cazenove
William Simmonds Managing Director	020 7742 4000
BNP Paribas Securities Services S.C.A., Jersey Branch
Jeremy Hamon Company Secretary	01534 709 108

Disclaimer

This announcement has been issued by and is the sole responsibility of Henderson Diversified Income Limited (the "Company").

The information 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 or completeness. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or any other jurisdiction.

This announcement is an advertisement and not a prospectus and investors should not purchase any New Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published by the Company in due course in connection with the admission (the "Admission") of the New Shares to the premium listing segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan 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 herein 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, New Shares to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. In addition, the New Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state 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 pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable State securities laws. The offer and sale of New Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Subject to certain exceptions, the New Shares referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the New Shares in the United States, Australia, Canada, Japan or South Africa.

Each of the Company, J.P. Morgan Securities plc ("J.P. Morgan Cazenove"), Henderson Global Investors Limited ("Henderson Global Investors") and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of New Shares in the Initial Issue or any Other Issue should be made solely on the basis of the information contained in the final Prospectus to be issued by the Company in connection with the Issues and Admission. 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 contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the final Prospectus is published.

The Issue timetable including the date of Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue and the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Issue and Admission at this stage. Acquiring New Shares to which this announcement relates may expose an investor to a significant risk of losing all 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 Issue. The value of New Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned. Past performance or information in this announcement or any of the documents relating to the Issue cannot be relied upon as a guide to future performance.

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no-one else in connection with the Issue and Admission. J.P. Morgan Cazenove will not regard any other person as its client in relation to the Issue and Admission 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 Issue and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Issue and the Admission, J.P. Morgan Cazenove may purchase New Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its own account in such New Shares and other securities of the Company or related investments in connection with the Issue and the Admission or otherwise. Accordingly, references in the Prospectus, once published, to the New 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 J.P. Morgan Cazenove and any of its affiliates acting as investors for its own accounts. J.P. Morgan Cazenove does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, J.P. Morgan Cazenove, Henderson Global Investors and 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. None of the information contained in this announcement has been independently verified or approved by J.P. Morgan Cazenove, Henderson Global Investors or any of their respective affiliates.

The Company, J.P. Morgan Cazenove, Henderson Global Investors 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.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share for the current or future financial years would necessarily match or exceed the historical published earnings per share. Prices and values of, and income from, shares may go down as well as up and an investor may not get back the amount invested.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

 

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