NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR TO US PERSONS
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12 December 2022
SME Credit Realisation Fund Limited
(the "Company")
DISPOSAL - UK AND CONTINENTAL EUROPE ("CE") LOAN PORTFOLIO
Portfolio update
As part of the Company's objective to realise all assets in a prudent manner and make timely returns of capital to shareholders, the Company announced the sale of all of the Company's remaining US loans on 5 December 2022.
The Company today announces that it has completed its asset realisation strategy, initiated in 2019 following consultation with shareholders accounting for over two-thirds of the register, through the sale of a pool of loans comprising all of the Company's remaining UK and CE (Germany and Netherlands) loans to a third-party buyer.
As a result of this sale, the Company expects to receive net proceeds consistent with the c.£20.5m carrying value of the UK and CE loans as at 30 September 2022.
This sale is subject to an indemnity provision of c.£4.9 million, customary for transactions of this nature, which will begin to amortise from six months after the transaction date and will restrict the Company's ability to fully distribute the net proceeds to shareholders for a period of up to twelve months.
Next steps
Following the completion of the portfolio sales, the Board intends to publish proposals for SME Credit Realisation Fund Limited to be delisted from the public market and placed into liquidation at an appropriate time. The proposals are expected to be published following the next quarterly return of capital in January 2023, which will distribute substantially all of the Company's free cash, i.e. it will include the net proceeds of the portfolio sales, less operating expenses, any FX margin reserve maintenance requirements, liquidation costs and indemnity provisions related to the portfolio sales.
The Company is expected to receive total net proceeds from the combined portfolio sales of c.£23m. The total indemnity provisions related to the portfolio sales represent up to £5.3m in value and amortise for a period from six up to twelve months. The Company does not anticipate any material claims against these indemnities and will distribute any unclaimed provisions during the liquidation.
The Company intends to then publish a circular setting out details of, and convening a general meeting to seek shareholder approval for, the proposals to delist SME Credit Realisation Fund Limited, and the plan related to liquidation. If shareholder approval is forthcoming, SME Credit Realisation Fund Limited is expected to delist in Q1 2023 with the timing of liquidation to also be confirmed.
Frederic Hervouet, Chairman, commented: "The Board is very pleased with the outcome from the sale of the Company's remaining loan pools, which represents a successful end to our realisation strategy. We are now working on the next stage of the wind down and aim to present our proposals for liquidation and delisting to shareholders in short order."
CONTACTS
Fred Hervouet, Chairman
+44 (0) 7781 159007
fred_hervouet@hotmail.com
Secretary and Administrator
Sanne Group (Guernsey) Limited
+44 (0) 1481 739810
smecreditrealisation@sannegroup.com
Corporate Broker
Numis Securities
Nathan Brown
George Shiel
+44 (0) 207 260 1000
Investor Relations
Website
The ISIN number of the Ordinary Shares is GG00BLFGSJ40, the SEDOL code is BLFGSJ4 and the TIDM is SCRF.
The LEI number of the Company is 549300ZQIYQVNIZGOW60.
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ABOUT SME Credit Realisation Fund Limited
The Company is a registered closed-ended collective investment scheme registered pursuant to the Protection of Investors (Bailiwick of Guernsey) Law, 2020, as amended and the Registered Collective Investment Scheme Rules 2020 issued by the Guernsey Financial Services Commission (''GFSC'').
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IMPORTANT NOTICES
This announcement contains "forward-looking" statements, beliefs or opinions. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and all of which are based on its directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events, assumptions 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. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Board or the Company 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 concerning, amongst other things, the financial performance, liquidity, prospects, growth and strategies 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. The forward-looking statements contained in this announcement speak only as of the date of this announcement. Nothing in this announcement is, or should be relied on as, a promise or representation as to the future. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure Rules and Transparency Rules of the FCA. No statement in this announcement is intended as a forecast or profit estimate.
Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States or to US Persons (as such term is defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act"). Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities 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.
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