31 October 2012
Middlefield Canadian Income PCC (the "Company")
and
Middlefield Canadian Income - GBP PC (the "Fund")
Results of Placing and Total Voting Rights
Further to the Company's announcement earlier today, the Board of Directors is pleased to announce that the Company has raised approximately £8.27 million before expenses pursuant to a non pre-emptive placing (the "Placing") of redeemable participating preference shares each of no par value in the Fund (the "Shares"). A total of 8,030,000 Shares will be issued at the issue price of 103p per Share (the "Issue Price").
Application has been made for the Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of the London Stock Exchange ("Admission"). Dealings in the new ordinary shares are expected to commence on 5 November 2012.
Following Admission, the Company will have a market capitalisation (at the Issue Price) of approximately £100.1 million.
Total Voting Rights
Following Admission, the total issued share capital of the Fund will consist of 97,182,250 redeemable participating preference shares of no par value with voting rights. This figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FSA's Disclosure and Transparency Rules.
End
Enquiries:
Middlefield Canadian Income PCC
Company Secretary, Kleinwort Benson +44 (0)1534 613000
Middlefield International Limited
W.Garth Jestley/Richard Faiella +44 (0)20 7814 6644
Canaccord Genuity Limited
Andrew Zychowski/Neil Brierley/Helen Goldsmith +44 (0)20 7523 8000
IMPORTANT INFORMATION
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN ANY PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD" OR THE "PLACING AGENT") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS REFERRED TO HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS.
THE NEW SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.
The Placing Shares have not been and will not be registered under the United States 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, sold, resold or delivered, directly or indirectly, in or into the United States or to or for the benefit of U.S. Persons (as such term is defined in Rule 902 of Regulation S under the Securities Act ("Regulation S")) absent registration, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States or to U.S. Persons. The Placing is being made outside the United States in offshore transactions (as defined in Regulation S) ,meeting the requirements of Regulation S under the Securities Act, to persons who are not U.S. Persons. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.
This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, the Republic of South Africa, New Zealand or Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Middlefield Canadian Income PCC and its cell, Middlefield Canadian Income - GBP PC and for no one else in connection with the Placing and will not be responsible to anyone other than Middlefield Canadian Income PCC and its cell, Middlefield Canadian Income - GBP PC for providing the protections afforded to clients of Canaccord Genuity Limited or for affording advice in relation to the Placing, or any other matters referred to herein.