Quarterly Tender Update
6 April 2020
CVC Credit Partners European Opportunities Limited
(a closed-ended investment company incorporated in Jersey with registration number 112635)
Registered Office: IFC 1, The Esplanade, St Helier, Jersey, JE1 4BP
Quarterly Tender Update
CVC Credit Partners European Opportunities Limited (the "Company") has today published its Notice of AGM and annual circular in relation to its contractual Quarterly Tenders (the "Annual Circular"). The Annual Circular sets out the mechanics for the Quarterly Tenders, in line with previous years. However, due to the global spread of Covid-19 (the "Covid-19 Pandemic") and its resultant impact on the day to day liquidity of the assets in the Investment Vehicle, the Board is seeking shareholder approval for additional powers within the Terms and Conditions of the Quarterly Tenders to allow it to be able to respond to any changes relating to the Covid-19 Pandemic in a way that is in the best interests of the Company and the shareholder base as a whole.
While the impact of the Covid-19 Pandemic has not, as at the date of this announcement, been severe enough to impair the ability to operate a Contractual Quarterly Tender facility, the situation is evolving rapidly and it is difficult to predict how, and to what degree, the continuing pandemic and the market responses to it directly or indirectly will impact on the Company, the Company Investment Vehicle Interests, the Investment Vehicle and the assets held by the Investment Vehicle.
Accordingly, the Board considers it prudent for the terms and conditions of the Contractual Quarterly Tenders for the tenders between June 2020 and March 2021, inclusive, to include additional powers that allow the Board to:
1. reduce the maximum number of Shares that may be tendered for purchase in any quarter below the current limit of 24.99 per cent. of the Shares in issue at the relevant Tender Record Date; and
2. alter the timetable set out in Appendix 1, Section A, or any part thereof prospectively in respect of any quarter or quarters at any time; and
3. suspend the making of any Contractual Quarterly Tender or the completion of any Contractual Quarterly Tender for one or more quarters at any time.
The Board intends to use the above powers only where it considers such steps would be in accordance with their duties as directors of the Company, and where using those powers may be necessary, desirable or appropriate to respond to the rapidly developing situation in connection with the Covid-19 Pandemic and its direct or indirect impact on the Company, the Company Investment Vehicle Interests, the Investment Vehicle and the assets held by the Investment Vehicle. Where the Board decides to exercise any of the above powers in relation to the Contractual Quarterly Tender in any quarter, it will make an RIS announcement to the market as soon as practicable thereafter.
The Board may utilise the power to reduce the maximum number of Shares that may be tendered for purchase in any quarter more than once in the course of the quarter in order to allow the Board to respond to the impact of changing market conditions on the assets of the Investment Vehicle. The Board will exercise such power in consultation with the Investment Vehicle and after taking into account the liquidity in the assets of the Investment Vehicle. The maximum number of Shares that may be accepted for purchase in any quarter will be confirmed on or around 4 Business Days after the NAV Determination Date for that quarter. The basic entitlement of each Shareholder will also be updated accordingly. Any reduction applied to the number of shares that will be accepted for purchase will be applied pro-rata to the number of shares tendered by each tendering Shareholder.
The Board has also decided to remove the right of the Shareholders to roll-over the residual Shares tendered but not purchased in any quarter to the next quarter with priority treatment. Any Shareholders wishing for such residual Shares to be purchased would need to submit a new Tender Request in respect of the subsequent quarter and will be treated in the same way as other Shareholders tendering their Shares in that subsequent Contractual Quarterly Tender.
The Board views the withdrawal of the roll-over facility as essential in order to avoid a queue of Tender Requests that stifles the ability of other Shareholders to participate in the tender facility in subsequent quarters.
The Board intends to retain the above amendments until the impact of the Covid-19 Pandemic has abated. Upon a return to conditions similar to the period prior to the Covid-19 Pandemic or such other time where the Board considers, in its reasonable opinion and taking into account market conditions, that it is in a position to do so, it will aim to renew the Contractual Quarterly Tender facility at any subsequent AGM thereafter without the above restrictions as soon as practicable.
June 2020 Tender
As at the date of this announcement, the Board does not anticipate that the Contractual Quarterly Tenders will be able, for the reasonably foreseeable future, to provide the same level of liquidity as they have in previous quarters. Given the current market conditions, the Board is expecting to reduce the maximum number of Shares that may be tendered for purchase in respect of the tender in June 2020. While it is difficult to anticipate how market conditions may change between the date of this announcement and the completion of the June 2020 tender, were the decision being made today the Board believes it likely that it would reduce the size of the June 2020 Tender to c. 10 per cent. of the Shares in issue at the Tender Record Date for the June 2020 Tender. This limit may be subject to further amendments until the date of confirmation of the maximum number of Shares that may be tendered for purchase in relation to the June 2020 Tender as set out in the Annual Circular.
The Company will confirm details of the June 2020 tender, including the maximum number of Shares that may be tendered for purchase in due course.
Shareholders are encouraged to read in full the Notice of AGM and Annual Circular, which provide more details in relation to the Quarterly Tenders.
Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Notice of AGM and/or the Annual Circular.
CVC Credit Partners European Opportunities Limited
+44 1534 625 522
BNP Paribas Securities Services S.C.A. Jersey Branch
+44 1534 709181
Winterflood Securities Limited
Joe Winkley/Neil Morgan
+44 20 3100 0000
CVC Credit Partners European Opportunities Limited is regulated by the Jersey Financial Services Commission
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