ST. PETER PORT, Guernsey, April 2 /PRNewswire/ -- NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA OR IN OR INTO ANY OTHER JURISDICTION WHERE SUCH PUBLICATION, DISTRIBUTION OR RELEASE WOULD BREACH ANY APPLICABLE SECURITIES LAW OR REGULATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.
Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire securities pursuant to the Offer will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus.
This announcement (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction where such reproduction or distribution would be unlawful, and does not constitute, or form part of, an offer of securities for sale into the United States, Canada, Australia, Japan or the Republic of South Africa, or any other jurisdiction.
European Capital Limited ("European Capital") announced today its intention to make applications to seek a listing on the Official List of the UK Listing Authority and admission to trading on the main market of the London Stock Exchange plc and to proceed with an offer of ordinary shares to certain institutional and other investors (the "Offer"). European Capital intends to seek a secondary listing under Chapter 14 of the Listing Rules of the UK Listing Authority.
European Capital is a closed-ended investment company incorporated in Guernsey in August 2005 for pan-European equity, mezzanine and senior debt investment. It is managed by European Capital Financial Services (Guernsey) Limited, a wholly-owned subsidiary of American Capital Strategies, Ltd. ("American Capital"). American Capital is a leading US based alternative asset manager and investor in equity, mezzanine and senior debt securities and is the majority owner of European Capital.
Full details of the Offer will be included in the prospectus to be published by European Capital in due course (the "Prospectus").
Citigroup Global Markets Limited ("Citigroup"), JPMorgan Cazenove Limited ("JPMorgan Cazenove") and Merrill Lynch International ("Merrill Lynch") have been appointed as joint global co-ordinators and joint bookrunners in relation to the Offer.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus. Copies of the Prospectus will, following publication, be available from the offices of Citigroup at 33 Canada Square, Canary Wharf, London E14 5ZB and at the registered office of European Capital at East Wing, First Floor, Dorey Court, Admiral Park, St Peter Port, Guernsey GY1 6HJ.
This announcement (or any part of it) is not to be reproduced, distributed, passed on, or the contents otherwise divulged, directly or indirectly, in or into the United States, Canada, Australia, Japan or the Republic of South Africa and does not constitute, or form part of, an offer of securities for sale into the United States, Canada, Australia, Japan or the Republic of South Africa.
The shares to be offered in the Offer have not been, and will not be, registered under the US Securities Act of 1933, as amended, or under the US Securities Exchange Act of 1934, as amended, or with any securities regulatory authority of any state or other jurisdiction in the US for offer or sale as part of their distribution and may not be offered or sold in the US except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. There will be no public offering of the securities in the United States.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities law of any such jurisdiction.
The contents of this announcement, which has been issued by European Capital and is the sole responsibility of European Capital, have been approved by JPMorgan Cazenove solely for the purpose of section 21 of the Financial Services and Markets Act 2000, as amended.
Citigroup, JPMorgan Cazenove and Merrill Lynch, each of which is authorised and regulated in the UK by the Financial Services Authority, are advising European Capital and no one else in connection with the Offer, the contents of this announcement and any matter referred to herein, and will not be responsible to anyone other than European Capital for providing the protections afforded to the respective customers of Citigroup, JPMorgan Cazenove and Merrill Lynch nor for providing any advice in relation to the Offer, the contents of this announcement or any matters referred to herein.
This announcement does not constitute a recommendation concerning the Offer. The price and value of, and income from, shares may go down as well as up. Potential investors should consult a professional adviser as to the suitability of the Offer for the individual concerned.
Brian Maney, Director, Corporate Communications, European Capital Financial Services (Guernsey) Limited, +44-(0)20-7539-7000
