GCP Infrastructure Investments Ltd Placing under Placing Programme (0398L)
July 14 2017 - 2:00AM
UK Regulatory
TIDMGCP
RNS Number : 0398L
GCP Infrastructure Investments Ltd
14 July 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE
UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement is an advertisement and not a prospectus. Any
decision to invest in any securities referred to in this
announcement must be made exclusively on the basis of the
prospectus published by the Company on 28 March 2017 in connection
with a placing programme (the "Placing Programme") for ordinary
shares of GBP0.01 each ("Ordinary Shares"), to be admitted to the
Premium Listing segment of the Official List of the UK Listing
Authority and to trading on the Main Market for listed securities
of the London Stock Exchange (the "Prospectus"). A copy of the
Prospectus is available for inspection at
www.morningstar.co.uk/uk/NSM. This announcement does not constitute
a recommendation regarding any securities.
GCP Infrastructure Investments Limited
("GCP Infrastructure" or "the Company")
LEI: 213800W64MNATSIV5Z47
Placing under Placing Programme
On 10 July 2017 GCP Infrastructure, the only UK listed fund
focused primarily on investments in UK infrastructure debt,
announced details of a placing targeting gross proceeds of c.GBP50
million under its Placing Programme, at a Placing Price of 124.0
pence per new Ordinary Share.
The Board is pleased to announce today that the Placing has been
significantly oversubscribed. Accordingly, and in light of the
investment opportunities available to the Company in the near term
and demand from investors for its shares, the Board has exercised
its discretion to increase the size of the Placing to GBP70 million
through the issue of 56,451,613 new Ordinary Shares, subject to
Admission.
Applications will be made in respect of the 56,451,613 new
Ordinary Shares issued pursuant to the Placing to be admitted to
the premium segment of the Official List and to trading on the
London Stock Exchange's Main Market for listed securities
("Admission"). It is expected that Admission will become effective
and dealings in the new Ordinary Shares will commence on 18 July
2017. When issued, the new Ordinary Shares will rank pari passu
with the existing Ordinary Shares.
Following Admission, the Company's issued share capital will
consist of 790,676,278 Ordinary Shares of GBP0.01 each. With effect
from 18 July 2017, the total number of issued shares with voting
rights will be 790,676,278.
The above figure of 790,676,278 may be used by shareholders as
the denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure and
Transparency Rules.
This announcement contains inside information.
Unless otherwise defined herein, terms used in this announcement shall have the same meanings
as those defined in the Prospectus dated 28 March 2017.Contact details:
Gravis Capital Management Ltd
Stephen Ellis
Rollo Wright
Dion Di Miceli +44 (0)20 3405 8500
Stifel Nicolaus Europe Limited
Neil Winward
Mark Bloomfield
Tunga Chigovanyika +44 (0)20 7710 7600
Buchanan
Charles Ryland
Victoria Hayns +44 (0)20 7466 5000
Important Information
Members of the public are not eligible to take part in the Placing. This announcement and
the terms and conditions referred to herein are directed in the United Kingdom only at persons
selected by Stifel Nicolaus Europe Limited who are "investment professionals" falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "FPO") or "high net worth companies, unincorporated associations etc" falling within
Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all
such persons together being referred to as "Relevant Persons"). This announcement and the
terms and conditions referred to herein must not be acted on or relied on in the United Kingdom
by persons who are not Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to, and will be engaged in only with, persons in the
United Kingdom who are Relevant Persons.
The new Ordinary Shares that are the subject of the Placing are not being offered or sold
to any person in the European Union, other than to "qualified investors" as defined in Article
2.1(e) of Directive 2003/71/EC, which includes legal entities which are regulated by the Financial
Conduct Authority or entities which are not so regulated whose corporate purpose is solely
to invest in securities.
This announcement is not for distribution, directly or indirectly, in or into the United States
of America (including its territories and possessions, any state of the United States of America
and the District of Columbia) (the "United States"), Australia, Canada, Japan or South Africa
or into any other jurisdiction where applicable laws prohibit its release, distribution or
publication. This announcement does not constitute, or form part of, an offer to sell, or
a solicitation of an offer to purchase, any securities in the United States, Australia, Canada,
Japan or South Africa or in any other jurisdiction where such offer or sale would be unlawful.
The securities of the Company have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act") or the US Investment Company Act of 1940, as
amended 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 Securities Act). The securities referred to herein have not been registered under the
applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain
exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or
to any national, resident or citizen of Australia, Canada, Japan or South Africa.
This announcement has been issued by and is the sole responsibility of the Company. No representation
or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility
or liability is or will be accepted by, Stifel Nicolaus Europe Limited or by any of its affiliates
or agents as to or in relation to the accuracy or completeness of this announcement or any
other written or oral information made available to or publicly available to any interested
party or their advisers and any liability therefore is expressly disclaimed.
Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by
the Financial Conduct Authority, is acting as sole broker and bookrunner to the Company and
is acting for no-one else in connection with the Placing and the contents of this announcement
and will not be responsible to anyone other than the Company for providing the protections
afforded to clients of Stifel Nicolaus Europe Limited nor for providing advice in connection
with the Placing and the contents of this announcement or any other matter referred to herein.
Notes to Editors
The Company
The Company is a closed-ended London Stock Exchange-listed investment company that seeks to
generate returns from senior and subordinated infrastructure debt and related and/or similar
assets. The Company is advised by Gravis Capital Management Ltd.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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