REG - CVC Income & Growth CVC Inc& Grwth-CVCG - WRAP Retail Offer

CVC Income & GrowthAnnouncement

Yesterday 07:05

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250929:nRSc0862Ba&default-theme=true

RNS Number : 0862B  CVC Income & Growth Limited  29 September 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA,
SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER
JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE
A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") AND HAS
BEEN APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND
REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (the "FCA") (FRN 141455).

 

29 September 2025

 

CVC Income & Growth Limited

 

WRAP Retail Offer

 

CVC Income & Growth Limited (the "Company") is pleased to announce a
retail offer of shares of both Euro and Sterling denominated redeemable
ordinary shares of no-par value in the capital of the Company ("Shares") via
the Winterflood Retail Access Platform ("WRAP") (the "WRAP Retail Offer").

 

The WRAP Retail Offer is being undertaken alongside a placing (the "Placing")
and retail offer of Shares in the capital of the Company (the "Fundraising")
as announced earlier today.

 

In connection with the Fundraising and WRAP Retail Offer, the Company
published a circular on 23 September 2025 (the "Circular") convening an
extraordinary general meeting to be held at 11:00 a.m. on 13 October 2025 (the
"EGM") where the Company's shareholders will be asked to grant the Board
authority to allot and issue, on a non-pre-emptive basis up to 20 per cent. in
aggregate of the Company's issued share capital (excluding any Shares held in
treasury) on the date of the EGM (the "Proposed Authorities") (being
approximately £60 million if only Sterling Shares were reissued).

 

Any Shares reissued from treasury in connection with the WRAP Retail Offer
will be reissued pursuant to the existing authorities granted at the 2025 AGM,
and if granted, the Proposed Authorities.

 

Any Shares reissued pursuant to the Placing and WRAP Retail Offer will be
reissued at a price equal to a 0.65% premium to the last published cum-income
NAV per Share prior to the WRAP Retail Offer close (the "Issue Price"). The
Issue Price is expected to be announced on 17 October 2025. For the avoidance
of doubt, the WRAP Retail Offer is not part of the Placing. The Shares will
not be subject to stamp duty.

 

The net proceeds of the WRAP Retail Offer will be invested in accordance with
the Company's investment policy.

 

Further information on the Company can be found at the Company's website:
https://ig.cvc.com/overview/ (https://ig.cvc.com/overview/) .

 

WRAP Retail Offer

 

The Company values its retail shareholder base and believes that it is
appropriate to provide its existing retail shareholders, along with new
qualifying investors, in the United Kingdom the opportunity to participate in
the WRAP Retail Offer.

 

Therefore, the Company is making the WRAP Retail Offer open to eligible
investors in the United Kingdom following release of this announcement and
through certain financial intermediaries. To be eligible to participate in the
WRAP Retail Offer, applicants must be customers of a participating
intermediary (including individuals aged 18 years or over), companies and
other bodies corporate, partnerships, trusts, associations and other
unincorporated organisations ("Eligible Retail Investors"). Eligible Retail
Investors can contact their broker or wealth manager to participate in the
WRAP Retail Offer.

 

The WRAP Retail Offer is expected to close at 2:00 p.m. on 21 October 2025.
Eligible Retail Investors should note that financial intermediaries may have
earlier closing times. The result of the WRAP Retail Offer is expected to be
announced by the Company alongside the result of the Fundraising on or around
22 October 2025.

 

Intermediaries wishing to participate in the WRAP Retail Offer on behalf of
Eligible Retail Investors, should contact WRAP@winterflood.com.

 

There is a minimum subscription of GBP 100 per Eligible Retail Investor under
the WRAP Retail Offer. The terms and conditions on which Eligible Retail
Investors subscribe will be provided by the relevant financial intermediaries
including relevant commissions, fees, or charges.

 

The Company reserves the right to scale back any order under the WRAP Retail
Offer or amend the size of the WRAP Retail Offer at its discretion. The
Company reserves the right to reject any application for subscription under
the WRAP Retail Offer without giving any reason for such rejection.

 

It is vital to note that once an application for Shares has been made and
accepted via an intermediary, it cannot be withdrawn.

 

The Shares will, when reissued, be credited as fully paid, and have the right
to receive all dividends and other distributions declared, if any, by
reference to a record date after the date of their reissue and in all other
respects will rank pari passu with the existing Shares.

 

It is a term of the WRAP Retail Offer that the total value of the Shares
available for subscription through the WRAP Retail Offer does not exceed EUR 4
million (or the equivalent amount in GBP, calculated in accordance with FSMA),
or such size as agreed by the Company.

 

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

 

It should be noted that a subscription for Shares and investment in the
Company carries a number of risks, including the risk that investors may lose
their entire investment. Investors should take independent advice from a
person experienced in advising on investment in securities such as the Shares
if they are in any doubt.

 

An investment in the Company will place capital at risk. The value of
investments, and any income, can go down as well as up, so investors could get
back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable
indicator of future results.

 

The WRAP Retail Offer is offered in the United Kingdom under the exemption
from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of
FSMA. As such, there is no need for publication of a prospectus pursuant to
the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of
United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as
amended), or for approval of the same by the FCA. The WRAP Retail Offer is not
being made into any jurisdiction other than the United Kingdom.

 

 

 

 BNP Paribas S.A., Jersey Branch        cvccpeolcosec@bnpparibas.com

 Company Secretary                      +44 (0) 1534 813800

 Winterflood Securities Limited         +44 (0)20 3100 0000
 Neil Morgan

   Winterflood Retail Access Platform   WRAP@winterflood.com

    Joe Winkley                         +44(0) 20 3100 0286

    Sophia Bechev

The Company's LEI is: 213800Z42Y242CIWJ785

 

This announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the announcement should be
read and understood.

 

 

Important Notices

 

This announcement, which has been prepared by and is the sole responsibility
of the Company has been approved for the purposes of Section 21 of FSMA by
Winterflood Securities Limited ("Winterflood"), which is authorised and
regulated by the FCA.

 

The release, publication or distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities laws of any
such jurisdiction.

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any member state of the EEA or any other jurisdiction where to
do so might constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The Shares have not been and will not be registered under the US Securities
Act of 1933, as amended (the "US Securities Act") or under the securities laws
of any state or other jurisdiction of the United States and may not be offered
or sold directly or indirectly in or into the United States or to, or for the
account or benefit of, any US Person (within the meaning of Regulation S under
the US Securities Act ("Regulation S")), 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 securities laws of any
state or other jurisdiction in the United States, and under circumstances that
that would not result in the Company being in violation of the US Investment
Company Act of 1940, as amended (the "US Investment Company Act"). No public
offering of the Shares is being made in the United States. The Shares are
being offered and sold outside the United States in "offshore transactions",
as defined in, and in compliance with, Regulation S to non-US persons (within
the meaning of Regulation S). In addition, the Company has not been, and will
not be, registered under the US Investment Company Act.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for Shares in the United States,
Australia, Canada, New Zealand, Japan, the Republic of South Africa, any
member state of the EEA or any other jurisdiction in which such offer or
solicitation is or may be unlawful. No public offer of the securities referred
to herein is being made in any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood
(registered address at Riverbank House, 2 Swan Lane, London, EC4R 3GA; FRN
141455). Winterflood is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for the Company and for no-one else and will not
regard any other person (whether or not a recipient of this announcement) as
its client in relation to the WRAP Retail Offer and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients, nor for providing advice in connection with the WRAP Retail Offer and
the other arrangements referred to in this announcement.

 

The value of Shares and the income from them is not guaranteed and can fall as
well as rise due to stock market movements. When you sell your investment, you
may get back less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

Certain statements in this announcement may be forward-looking statements
which are based on the Company's expectations, intentions and projections
regarding its future performance, anticipated events or trends and other
matters that are not historical facts. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "intend", "estimate",
"expect" and words of similar meaning, include all matters that are not
historical facts. These forward-looking statements involve risks, assumptions
and uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this
announcement and cannot be relied upon as a guide to future performance. The
Company and Winterflood expressly disclaim any obligation or undertaking to
update or revise any forward-looking statements contained herein to reflect
actual results or any change in the assumptions, conditions or circumstances
on which any such statements are based unless required to do so by the FCA,
the London Stock Exchange or applicable law.

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. Neither Winterflood nor any of its
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. Winterflood and its affiliates, accordingly, disclaim all and any
liability whether arising in tort, contract or otherwise which they might
otherwise be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.

 

Any indication in this announcement of the price at which the Shares have been
bought or sold in the past cannot be relied upon as a guide to future
performance. Persons needing advice should consult an independent financial
adviser. No statement in this announcement is intended to be a profit forecast
and no statement in this announcement should be interpreted to mean that
earnings or target dividend per share of the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings or dividends per share of the Company.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this announcement.
The Shares to be reissued or sold pursuant to the WRAP Retail Offer will not
be admitted to trading on any stock exchange other than the London Stock
Exchange.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCBLGDCUXDDGUL