MIDDLEFIELD CANADIAN INCOME PCC (the "Company")
AND MIDDLEFIELD CANADIAN INCOME - GBP PC (the "Fund")
POSTING OF CIRCULAR CONVENING A CELL EXTRAORDINARY GENERAL MEETING
16 November 2012
In order to enable the Fund to continue to issue shares pursuant to the placing programme which was introduced by the Company on 19 October 2012 (the "Placing Programme"), the board of directors of the Company (the "Board") is seeking Fund authority to allot and issue up to 76,970,000 shares in the Fund (the "Shares") for cash on a non-pre-emptive basis. The Fund's existing disapplication of pre-emption rights authority was exhausted by the issue of 8,030,000 Shares on 31 October 2012.
In addition, the Board is also seeking Fund authority to issue 20,000,000 Shares to Canaccord Genuity Limited ("Canaccord"), as broker, on the basis that Canaccord will immediately sell all these Shares back to the Company at the same price at which they were issued, to be held in treasury. The Fund will therefore have the ability to sell Shares held in treasury in order to meet demand in the market for its Shares, as well as the ability to issue new Shares. The allotment of the 20,000,000 Shares to Canaccord will be authorised by the disapplication authority to allot up to 76,970,000 Shares non-pre-emptively referred to above. The remaining authority to allot and issue non-pre-emptively for cash will cover the issue of up to a further 56,970,000 new Shares under the Placing Programme. The sale of up to 20,000,000 Shares out of treasury on a non-pre-emptive basis will also be expressly authorised by the disapplication authority and will not reduce the remaining disapplication authority in respect of the allotment of further new Shares. The proposed disapplication authorities will lapse at the conclusion of the Fund's next Annual General Meeting expected to be held in May 2013 (at which time the Board expects to seek shareholder authority to renew these).
Accordingly, the Company has today issued a circular convening a Cell extraordinary general meeting of the Fund (the "Cell Extraordinary General Meeting") to be held at 10.00 a.m. on Wednesday, 5 December 2012 at 14 St. George Street, London W1S 1FE.
On 19 October 2012, the Company published a prospectus relating to the Placing Programme of up to 85 million Shares. As explained in the prospectus, the Board remains committed to the continuing expansion of the Fund and, in view of the level of ongoing demand for the Shares, the Board considers the Placing Programme necessary in order to allow the Fund to continue its current policy of issuing Shares on an ad hoc basis at a small premium to net asset value per Share where demand exceeds supply. The Placing Programme should benefit shareholders by, for example, (i) raising additional monies to enable the Fund to take advantage of investment opportunities, (ii) reducing the total expense ratio, (iii) maintaining the Fund's ability to issue new Shares tactically such as to better manage the premium to net asset value at which the Shares trade, and (iv) improving liquidity in the market for the Shares.
The Fund will only issue new Shares (or, as the case may be, sell Shares from treasury) when the Board believes it is advantageous to the Fund's shareholders to do so and in no circumstances would any issue of new Shares (or sale of Shares from treasury) be at an issue price which would result in a dilution of the net asset value per Share.
A copy of the circular will shortly be available for inspection at www.hemscott.com/nsm.do.
Copies of the circular are also available in electronic form on the Company's website at www.middlefield.co.uk and are available for collection during normal business hours on any day (Saturday, Sunday and public holidays excepted) from the offices of Middlefield International Limited at 288 Bishopsgate, London EC2M 4QP and from Norton Rose LLP, 3 More London Riverside, London SE1 2AQ.
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 , corporate broker
Andrew Zychowski/Neil Brierley/Helen Goldsmith +44 (0)20 7523 8000
This announcement is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa or to any "US Person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. This announcement does not constitute an offer of, or the solicitation of an offer to buy, securities for sale in any jurisdiction, including the United States, Canada, Australia, Japan, New Zealand or the Republic of South Africa. No recipient may distribute, or make available, this announcement (directly or indirectly) to any other person. Recipients of this announcement in jurisdictions outside the UK should inform themselves about and observe any applicable legal requirements in their jurisdictions. In particular, the distribution of this announcement may in certain jurisdictions be restricted by law. Accordingly, recipients of this announcement represent that they are able to receive this announcement without contravention of any applicable legal or regulatory restrictions in the jurisdiction in which they reside or conduct business.
This announcement 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 of any decision in respect of Middlefield Canadian Income PCC or its cell, Middlefield Canadian Income - GBP PC or other evaluation of securities of Middlefield Canadian Income PCC, Middlefield Canadian Income - GBP PC 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 announcement nor any part of its contents constitutes an offer to sell or invitation to purchase any securities of Middlefield Canadian Income PCC or its cell, Middlefield Canadian Income - GBP PC and no information set out in this announcement 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 Middlefield Canadian Income PCC, Middlefield Canadian Income - GBP PC or any other entity.
The securities described in this announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the Securities Act). There will be no public offer of the securities described in this announcement in the United States. Middlefield Canadian Income PCC and its cell, Middlefield Canadian Income - GBP PC have not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act.
Canaccord Genuity Limited ("Canaccord"), 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 is acting for no-one else in connection with the potential offering of securities by Middlefield Canadian Income PCC and its cell, Middlefield Canadian Income - GBP PC 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 nor for providing advice in connection with the contents of this announcement or any other matter referred to herein. Canaccord is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Canaccord may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
This announcement is issued by Middlefield Canadian Income PCC whose registered address is at Kleinwort Benson House, Wests Centre, St. Helier, Jersey, Channel Islands JE4 8PQ.