CVC Income & Growth Limited
08 July 2026
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 MAREX FINANCIAL WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (the "FCA") (FCA REGISTRATION NUMBER 442767).
8 July 2026
CVC Income & Growth Limited
WRAP Retail Offer
CVC Income & Growth Limited (the "Company") is pleased to announce a retail offer 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. Any Shares resold from treasury in connection with the WRAP Retail Offer will be resold pursuant to the existing authorities granted at the Company's annual general meeting on 28 April 2026.
Any Shares resold pursuant to the Placing and WRAP Retail Offer will be resold 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 July 2026.
A separate announcement has been made regarding the Placing and its terms and sets out the reasons for the Placing and use of proceeds. The net proceeds of the WRAP Retail Offer will be utilised in the same way as the proceeds of the Placing. For the avoidance of doubt, the WRAP Retail Offer is not part of the Placing. Completion of the WRAP Retail Offer is conditional, inter alia, upon the completion of the Placing but completion of the Placing is not conditional on the completion of the WRAP Retail Offer. The Shares will not be subject to stamp duty.
The WRAP Retail Offer and the Placing are conditional on the Shares being admitted to trading on the Main Market of the London Stock Exchange plc ("Admission"). It is anticipated that Admission will become effective and that dealings in the Shares will commence at 8.00 a.m. on 24 July 2026.
Sign up to WRAP Deal Notifications at: www.winterflood.com/wrap. Further information on the Company can be found at the Company's website: 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, being new or existing shareholders of the Company, following release of this announcement and through certain financial intermediaries.
A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for WRAP Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the WRAP Retail Offer.
Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact WRAP@winterflood.com.
The WRAP Retail Offer is expected to close at 2:00 p.m. on 21 July 2026. 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 July 2026.
To be eligible to participate in the WRAP Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.
There is a minimum subscription of £100 (or the EUR equivalent of £100 from time to time) per investor under the WRAP Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.
The Company reserves the right to amend the size and timings of the WRAP Retail Offer at its discretion. The Company reserves the right to scale back any order and 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 WRAP Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.
The WRAP Retail Offer Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, made or paid after their date of issue.
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 an exception from the prohibition on offers to the public pursuant to Schedule 1 (Part 1) of The Public Offers and Admission to Trading Regulations 2024 and under an exemption from the requirement to publish a prospectus under the FCA Handbook PRM Admission to Trading on a Regulated Market sourcebook. The WRAP Retail Offer is not being made into any jurisdiction other than the United Kingdom.
No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the WRAP Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules, certain business and financial information that the Company is required to publish in accordance with the rules and practices of the FCA and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).
For Further Information:
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BNP Paribas S.A., Jersey Branch Company Secretary |
cvccpeolcosec@bnpparibas.com +44 (0) 1534 813800 |
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Marex Financial |
+44 (0)20 3100 0000 |
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Neil Morgan
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Winterflood Retail Access Platform Kaitlain Billings Sophia Bechev |
+44(0) 20 3100 0219 |
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 the Financial Services and Markets Act 2000 ("FSMA") by Marex Financial ("MF"), which is authorised and regulated by the Financial Conduct Authority.
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. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Shares in any 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.
WRAP is a proprietary technology platform owned and operated by MF. MF is incorporated under the laws of England and Wales (company no. 5613061, LEI no. 5493003EETVWYSIJ5A20 and VAT registration no. GB 872 8106 13) and is authorised and regulated by the Financial Conduct Authority (FCA registration number 442767). MF's registered address is at 155 Bishopsgate, London, EC2M 3TQ. MF 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, Admission 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 constitute 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 MF 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 MF 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 MF 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 issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.
UK Product Governance Requirements
Solely for the purposes of the product governance requirements of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFID Laws) may otherwise have with respect thereto, the WRAP Retail Offer Shares have been subject to a product approval process, which has determined that the WRAP Retail Offer Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK MiFID Laws; and (ii) eligible for distribution through all distribution channels permitted by the UK MiFID Laws (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the WRAP Retail Offer Shares may decline and investors could lose all or part of their investment; the WRAP Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the WRAP Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the WRAP Retail Offer.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the UK MiFID Laws; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the WRAP Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the WRAP Retail Offer Shares and determining appropriate distribution channels.
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