NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
17 August 2010
QUEEN'S WALK INVESTMENT LIMITED
PUBLICATION OF PROSPECTUS AND CIRCULAR
Further to the announcement today in relation to the Placing and Open Offer to raise approximately €26.44 million (€24.88 million net of expenses), Queen's Walk announces that a Prospectus and Circular relating to the Placing and Open Offer were approved by the UK Listing Authority (the "UKLA") earlier today.
The Prospectus and Circular are expected to be posted to shareholders today and copies of the Prospectus and Circular will shortly be available for inspection at the UKLA's Document Viewing Facility, which is situated at Financial Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
In addition, the Prospectus and Circular will shortly be available to view on the Company's website (www.queenswalkinv.com) and copies of the Prospectus and Circular will be available at the Company's registered office and at the offices of Herbert Smith LLP, Exchange House, Primrose Street, London EC2A 2HS during business hours.
For further information:
Queen's Walk Investment Limited
+44 7031 7450
Liberum Capital (Sponsor, Financial Adviser and Bookrunner)
Chris Bowman / Tom Fyson / Richard Bootle
Tel: +44 (0)20 3100 2000
Tel: +44 207 920 2321
The distribution of this document and the information contained herein in jurisdictions other than the United Kingdom, including the United States, Australia, Canada, Japan and South Africa, may be restricted by law. Persons into whose possession this document come must inform themselves about and observe all restrictions applicable to them. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This document may not be distributed, forwarded, transmitted or otherwise made available, and its contents may not be disclosed, to any US person (as defined in Regulation S under the US Securities Act of 1933, as amended, "US Person") or in, into or from the United States, Australia, Canada, Japan or South Africa. US Persons and persons within the United States, Australia, Canada, Japan or South Africa who obtain a copy of this document are required to disregard it. This document does not constitute an offer of securities for sale anywhere in the world, including in or into the United States, Canada, Australia, Japan or South Africa.
This document has been prepared by Queen's Walk Investment Limited ("QWIL") and is the sole responsibility of QWIL. No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this document is accepted and no representation, warranty or undertaking, express or implied, is or will be made by QWIL, Cheyne Capital Management (UK) LLP ("Cheyne") or Liberum Capital Limited ("Liberum Capital") 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. Neither Cheyne or Liberum nor any of their respective Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to QWIL or as to the truth, accuracy or completeness of this document, 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 document and nothing in this document is or should be relied on as a promise or representation as to the future.
This document is an advertisement and does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of QWIL or other evaluation of any securities of QWIL or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities. Neither the issue of this document nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of QWIL or any other entity or any persons holding securities of QWIL and no information set out in this document or referred to in other written or oral information is intended to form the basis of any contract of sale, investment decision or any decision to purchase any securities in it. An investment decision must be made solely on the basis of the Prospectus. Copies of the Prospectus may be obtained, subject to applicable law, at no cost from the registered office of QWIL.
This document, any presentation made in conjunction with this document and any accompanying materials (the "Information Materials") are made available for information purposes only. The Information Materials, which are not a prospectus or listing particulars or an admission document, do not contain any representations, do not constitute or form part of any offer or invitation to sell or transfer, or to underwrite, subscribe for or acquire, any shares or other securities, and do not constitute or form any part of any solicitation of any such offer or invitation, nor shall they or any part of them or the fact of their distribution form the basis of or be relied upon in connection with any contract therefore, and do not constitute a recommendation regarding the securities of QWIL.
This communication is directed only at (i) persons outside the United Kingdom to whom it is lawful to communicate to, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended), or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) provided that in the case of persons falling into categories (ii) or (iii), the communication is only directed at persons who are also "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 (each a "Relevant Person"). Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such Relevant Persons. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication. You represent and agree that you are a Relevant Person.
The securities described in this document have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States or under the securities laws of Australia, Canada, Japan or South Africa. Consequently, such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred delivered or distributed, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons. No public offering of the securities is being made in the United States. QWIL has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") and, as such, investors will not be entitled to the benefits of the US Investment Company Act. No offer, purchase, sale, exercise or transfer of the securities may be made except under circumstances which will not result in QWIL being required to register as an investment company under the US Investment Company Act.
The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of QWIL. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities. Recipients of this document are recommended to seek their own independent legal, tax, financial and other advice and should rely solely on their own judgement, review and analysis in evaluating QWIL, its business and its affairs. Potential investors and their representatives are invited to ask questions of, and receive answers from, QWIL and Cheyne concerning the contemplated investment to the extent the same can be acquired without unreasonable effort or expense, in order to verify the accuracy of the information herein.
This document may contain certain forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, forward-looking statements can be indentified by terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "potential", "should", "will", and "would", or the negative of those terms or other comparable terminology. The forward-looking statements are based on QWIL's beliefs, assumptions, and expectations of future performance and market developments, taking into account all information currently available. These beliefs, assumptions, and expectations can change as a result of many possible events or factors, not all of which are known or are within QWIL's control. If a change occurs, QWIL's business, financial condition, liquidity, and results of operations may vary materially from those expressed in forward-looking statements. Some of the factors that could cause actual results to vary from those expressed in forward-looking statements, include, but are not limited to: the factors described in this document; the rate at which QWIL deploys its capital in investments and achieves expected rates of return; QWIL and Cheyne's ability to execute QWIL's investment strategy, including through the identification of a sufficient number of appropriate investments; the continuation of Cheyne as investment manager and sub-investment manager, respectively, of QWIL's investments; the continued affiliation with Cheyne of its key investment professionals; QWIL's financial condition and liquidity; changes in the values of or returns on investments that QWIL makes; changes in financial markets, interest rates or industry, general economic or political conditions; and the general volatility of the capital markets and the market price of QWIL's shares.
By their nature, forward-looking statements involve known and unknown 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. Any forward-looking statements are only made as at the date of this document, and QWIL and Cheyne neither intends nor assumes any obligation to update forward-looking statements set forth in this document whether as a result of new information, future events, or otherwise, except as required by law or other applicable regulation. In light of these risks, uncertainties, and assumptions, the events described by any such forward-looking statements might not occur. QWIL qualifies any and all of its forward-looking statements by these cautionary factors. Please keep this cautionary note in mind while reading this document.
Liberum Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for QWIL and no-one else in connection with the potential offering of securities by QWIL and will not be responsible to anyone other than QWIL for providing the protections afforded to customers of Liberum Capital or for providing advice in relation to the offer of securities by QWIL.
By reading this document you will be deemed to have represented, warranted and undertaken for the benefit of QWIL, Cheyne and Liberum Capital and others that (a) you are outside of the United States and are a "Relevant Person" (as defined above), (b) you have read and agree to comply with the contents of this notice, you will keep the information in this document and delivered during any accompanying document and all information about QWIL confidential, and will not reproduce or distribute, in whole or in part, (directly or indirectly) any such information, until such information has been made publicly available and take all reasonable steps to preserve such confidentiality, and (c) you are permitted, in accordance with applicable laws, to receive such information.