TIDMINFI
RNS Number : 1266T
Infinis Energy PLC
15 November 2013
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR ANY COPY OF
IT.
This announcement is not an offer of securities for sale or
subscription in the United States or any other jurisdiction. This
announcement is an advertisement and not a prospectus. Investors
should not purchase or subscribe for any transferable securities
referred to in this announcement except on the basis of information
contained in the prospectus (the "Prospectus") published on 4
November 2013 by Infinis Energy plc (the "Company" or "Infinis"
and, together with members of the Infinis group of companies, the
"Group"), in connection with the proposed admission of its ordinary
shares to the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the London Stock
Exchange plc's (the "London Stock Exchange") main market for listed
securities ("Admission") (the "IPO" or the "Offer"). Copies of the
Prospectus are available online at www.infinis.com.
FOR IMMEDIATE RELEASE
15 November 2013
Infinis Energy plc
Announcement of Offer Price
Offer Price Set At 260 Pence per Ordinary Share
Following the announcement by Infinis on 21 October 2013 of its
intention to proceed with the Offer, and the announcement on 4
November 2013 of the expected price range and offer launch, the
Company today announces the successful pricing of the Offer.
-- The offer price has been set at 260 pence per Ordinary Share (the "Offer Price").
-- Based on the Offer Price, the total market capitalisation of
Infinis at the commencement of conditional dealings will be GBP780
million([1]) .
-- The Offer comprises 90 million Ordinary Shares, excluding
over-allotment arrangements, representing 30% of Infinis' share
capital on Admission.
-- Total gross proceeds from the Offer will be approximately
GBP234 million, assuming no exercise of the Over-allotment Option.
Assuming exercise in full of the Over-allotment Option, the total
gross proceeds will be GBP269.1 million.
-- Following Admission:
-- Monterey Capital II S.à r.l. (the "Selling Shareholder") will
hold 69% of the Ordinary Shares, which will be reduced to 65% if
the Over-allotment Option is exercised in full; and
-- The Executive Directors and the Senior Managers will together
hold 0.51% of the Ordinary Shares.
([1]) The market capitalisation of the Company at any given time
will depend on the market price of the Ordinary Shares at that
time. There can be no assurance that the market price of an
Ordinary Share will be equal to or exceed the Offer Price.
-- All retail investors have been allocated the first GBP998.40
(384 shares) of their demand in full. Those who applied for more
than GBP998.40 will receive 55% of the amount applied for in excess
of GBP998.40, rounded down to the nearest whole share, subject to a
maximum allocation of GBP27,947.40 (10,749 shares).
-- Conditional dealings in the Ordinary Shares will commence on
the London Stock Exchange at 8.00am today (15 November 2013) under
the ticker INFI and ISIN GB00BFG1QM56. Investors should note that
only investors who applied for, and are allocated, Ordinary Shares
in the Institutional Offer or (save in certain circumstances) the
Intermediaries Offer will be able to deal in Ordinary Shares on a
conditional basis.
-- Admission to the premium listing segment of the Official List
and trading on the main market for listed securities of the London
Stock Exchange and the commencement of unconditional dealings are
expected to take place at 8.00am on 20 November 2013. At Admission
the Company will have 300 million Ordinary Shares in issue.
-- As stabilising manager on behalf of the syndicate, Barclays
Bank PLC has been granted an Over-allotment Option, exercisable no
later than thirty days from today, by the Selling Shareholder, for
up to 13.5 million Ordinary Shares, representing 15% of the
Offer.
-- The Pricing Statement relating to the Offer will be submitted
to the UKLA and is available free of charge at the Company's
registered office at 500 Pavilion Drive, Northampton Business Park,
Northampton NN4 7YJ up to and including 15 December 2013. In
addition, the Pricing Statement will (subject to certain
restrictions) be published on the Company's website at
www.infinis.com.
-- Infinis is being advised by Barclays Bank PLC, Deutsche Bank
AG, London Branch, and RBC Europe Limited (trading as RBC Capital
Markets), who are acting as Joint Global Co- ordinators and Joint
Bookrunners in connection with the Offer, with Barclays Bank also
assuming the role of Sponsor. Kempen & Co N.V. and Liberum
Capital Limited are acting as Co-lead Managers. Gleacher Shacklock
LLP and Climate Change Capital Limited are acting as Corporate
Finance Advisers to Infinis.
Eric Machiels, Chief Executive Officer of Infinis, said:
"We are delighted with the interest we have seen from investors
in Infinis' business and operations. Infinis will continue to
generate clean and reliable electricity, contributing to the UK's
security of supply and decarbonisation targets and, as it becomes a
public company, I look forward with confidence to delivering on the
dividend and growth targets communicated to our shareholders."
Ian Marchant, Chairman of Infinis, said:
"We are pleased to welcome both institutional and retail
investors as new shareholders of Infinis Energy, the leading
independent renewable energy generator in the UK. The success of
this IPO represents a strong endorsement of the quality of the
company and its strong prospects for further profitable growth. I
look forward to working with the company and its various
stakeholders to deliver sustainable energy, profits and dividends
in the years to come."
Contacts
Eric Machiels, Chief Executive Officer / Gordon Boyd, Chief
Financial Officer
Infinis Energy plc
01604 662400
Sponsor, Joint Global Co-ordinator and Joint Bookrunner
Iain Smedley / Ben West
Barclays Bank PLC
020 7623 2323
Joint Global Co-ordinator and Joint Bookrunner
Alan Brown / Lorcan O'Shea
Deutsche Bank AG, London Branch
020 7545 8000
Joint Global Co-ordinator and Joint Bookrunner
Dai Clement / Darrell Uden
RBC Capital Markets
020 7653 4000
Co-lead Manager
Julian Collett / David Parsons
Liberum Capital Limited
020 3100 2113
Co-lead Manager
Joris Voorhoeve / Oscar Izeboud
Kempen & Co N.V.
+31 20 348 8237
Financial PR Advisors
Ryan O'Keeffe / Dorothy Burwell
RLM Finsbury
020 7251 3801
Infinis@rlmfinsbury.com
Intermediaries Offer Manager
Nigel Morris
Solid Solutions Associates
020 7549 1613
intermediaries@solid-solutions.co.uk
Notes to editors
Except where the context otherwise requires, defined terms used
in this announcement have the meanings given to such terms in the
Prospectus published by Infinis.
1. Expected Timetable of Principal Events(1) (2)
Conditional dealings in Ordinary 8.00 a.m. on 15 November 2013
Shares commence on the London
Stock Exchange(3)
--------------------------------- ------------------------------
Admission and unconditional 8.00 a.m. on 20 November 2013
dealings in Ordinary Shares
commence on the London Stock
Exchange
--------------------------------- ------------------------------
Ordinary Shares credited to 20 November 2013
CREST accounts where applicable
--------------------------------- ------------------------------
Notes:
(1) Times and dates set out in the timetable above and mentioned
throughout this announcement that fall after the date of
publication of this announcement, are indicative only and may be
subject to change without further notice.
(2) All references to time in this timetable are to UK time.
(3) It should be noted that, if Admission does not occur, all
conditional dealings will be of no effect and any such dealings
will be at the sole risk of the parties concerned.
2. Offer and Admission Statistics
Offer Price (per Ordinary Share) 260 pence
---------------------------------------------------- ---------------
Number of Ordinary Shares in issue on Admission[1] 300 million
---------------------------------------------------- ---------------
Number of Ordinary Shares comprised in the
Offer 90 million
---------------------------------------------------- ---------------
Number of Ordinary Shares comprised in the
Offer as a percentage of total number of Ordinary
Shares in issue on Admission 30%
---------------------------------------------------- ---------------
Number of existing Ordinary Shares subject
to the over-allotment arrangements 13.5 million
---------------------------------------------------- ---------------
Gross proceeds of the Offer receivable by GBP234 million
the Selling Shareholder[2]
---------------------------------------------------- ---------------
Market capitalisation of the Company at the GBP780 million
Offer Price[3]
---------------------------------------------------- ---------------
Important Notice
The contents of this announcement, which have been prepared by
and are the sole responsibility of Infinis Energy plc, have been
approved by Barclays Bank PLC solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).
This announcement is not an offer of securities for sale or
subscription in the United States or any other jurisdiction. This
announcement is an advertisement and not a prospectus. Investors
should not purchase or subscribe for any transferable securities
referred to in this announcement except on the basis of information
contained in the Prospectus published by the Company on 4 November
2013 in connection with Admission. Copies of the Prospectus are
available online at www.infinis.com.
Neither this announcement, the publication in which it is
contained nor any copy of it may be made or transmitted into the
United States of America (including its territories or possessions,
any state of the United States of America and the District of
Columbia) (the "United States"). The securities referred to herein
have not been and will not be registered under the applicable
securities laws of the United States and, subject to certain
exceptions, may not be offered or sold within the United
States.
Neither this announcement, the publication in which it is
contained nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, into Canada, Japan, Australia
or South Africa or to any persons in any of those jurisdictions or
any other jurisdictions where to do so would constitute a violation
of the relevant laws of such jurisdiction.
This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to
purchase or subscribe for any shares or any other securities nor
shall it (or any part of it) or the fact of its distribution, form
the basis of, or be relied on in connection with, any contract
therefor. The Offer and the distribution of this announcement and
other information in connection with the Offer and this
announcement in certain jurisdictions may be restricted by law and
persons into whose possession any document or other information
referred to herein comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
In particular, this announcement does not constitute an offer
for sale of, or a solicitation to purchase or subscribe for, any
securities in the United States. No securities of the Group have
been, or will be, registered under the US Securities Act of 1933,
as amended (the "Securities Act"), and securities of Infinis may
not be offered or sold in the United States absent an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of
the United States. There will be no public offering of the
securities in the United States.
This announcement does not constitute a recommendation
concerning the Offer. The price and value of securities and any
income from them can go down as well as up. Past performance is not
a guide to future performance. Information in this announcement
cannot be relied upon as a guide to future performance. Before
purchasing any shares in Infinis, persons viewing this announcement
should ensure that they fully understand and accept the risks which
are set out in the Prospectus. There is no guarantee that Admission
will happen and potential investors should not base their financial
or investment decisions on the intentions of Infinis or any other
person in relation to the Offer and Admission at this stage.
Potential investors should consult a professional advisor as to the
suitability of the Offer and Admission for the person
concerned.
Any purchase of shares in Infinis in the Offer should be made
solely on the basis of the information contained in the Prospectus
issued by Infinis in connection with the Offer and Admission. The
information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may or should be placed by any person for any purpose
whatsoever on the information contained in this announcement or on
its completeness, accuracy or fairness. The information in this
announcement is subject to change.
Barclays Bank PLC, Deutsche Bank AG, London Branch, RBC Europe
Limited, Liberum Capital Limited and Kempen & Co N.V. (the
"Banks") are acting exclusively for Monterey Capital II S.à r.l.
(the "Selling Shareholder") and Infinis and no one else in
connection with the Offer and Admission. Barclays Bank PLC and RBC
Europe Limited are each authorised by the Prudential Regulation
Authority and regulated by the Prudential Regulation Authority and
the FCA in the UK and Liberum Capital Limited is authorised and
regulated in the UK by the FCA. Deutsche Bank AG is authorised
under German Banking Law (competent authority: BaFin - Federal
Financial Supervisory Authority) and subject to limited regulation
by the FCA and the Prudential Regulation Authority. Kempen & Co
N.V. is authorised and regulated by the Netherlands Authority for
the Financial Markets. The Banks will not regard any other person
as their respective clients in relation to this announcement, the
Offer and Admission and will not be responsible to anyone other
than the Selling Shareholder and Infinis for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the Offer and Admission, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
In connection with the Offer, each of the Banks and any of their
respective subsidiary undertakings and affiliates, acting as
investors for their own accounts, may subscribe for or purchase
shares and in that capacity may retain, purchase, sell, offer to
sell or otherwise deal for their own accounts in such shares and
other securities of Infinis or related investments in connection
with the Offer or otherwise. Accordingly, references in the
Prospectus, to the shares being issued, offered, subscribed,
acquired, placed or otherwise dealt in should be read as including
any issue or offer to, or subscription, acquisition, placing or
dealing by the Banks or any of their respective affiliates acting
as investors for their own accounts. In addition, certain of the
Banks or their respective affiliates may enter into financing
arrangements and swaps in connection with which they or their
affiliates may from time to time acquire, hold or dispose of
shares. The Banks do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
None of the Banks, any of their respective subsidiary
undertakings or affiliates or any of their respective directors,
officers, employees, advisers, agents or any other person accepts
any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the contents
of this announcement, including its truth, accuracy, completeness,
verification or fairness of the information or opinions in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Selling
Shareholder or Infinis and each of their respective subsidiaries 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 this announcement or its
contents or otherwise arising in connection therewith.
In connection with the Offer, a stabilising manager, or any of
its agents, may (but will be under no obligation to), to the extent
permitted by applicable law, over-allot shares or effect other
transactions with a view to supporting the market price of the
shares at a higher level than that which might otherwise prevail in
the open market. The stabilising manager will not be required to
enter into such transactions and such transactions may be effected
on any securities market, over-the-counter market, stock exchange
or otherwise and may be undertaken at any time during the period
commencing on the date of the commencement of conditional dealings
of the shares on the London Stock Exchange and ending no later than
30 calendar days thereafter. However, there will be no obligation
on the stabilising manager or any of its agents to effect
stabilising transactions and there is no assurance that stabilising
transactions will be undertaken. Such stabilising measures, if
commenced, may be discontinued at any time without prior notice. In
no event will measures be taken to stabilise the market price of
the shares above the offer price. Save as required by law or
regulation, neither the stabilising manager nor any of its agents
intends to disclose the extent of any over-allotments made and/or
stabilisation transactions conducted in relation to the Offer.
Certain figures contained in this document, including financial
information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this document may not conform exactly with
the total figure given.
Forward Looking Statements
Certain statements contained in this announcement, including any
information as to the Group's strategy, plans or future financial
or operating performance constitute "forward-looking statements".
In some cases, these forward-looking statements can be identified
by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "projects",
"predicts", "prepares", "anticipates", "expects", "intends", "may",
"will", "should", "target" or "objective" or, in each case, their
negative or other variations or comparable terminology. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout the
announcement and include statements regarding the intentions,
beliefs or current expectations of the Directors with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Group's business concerning, amongst other things, the results of
operations, financial conditions, liquidity, prospects, growth and
strategies of Infinis and the industry in which it operates. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performance or achievements of the Group or industry
results to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement. Each of the Banks and the Group disclaims any
obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this
announcement to reflect any change in its expectations or any
change in events, conditions or circumstances on which such
statements are based unless required to do so by applicable law,
the Prospectus Rules, the Listing Rules or the Disclosure and
Transparency Rules of the Financial Conduct Authority.
[1] This figure includes one Ordinary Share to be issued by the
Company to the Selling Shareholder at Admission.
([2]) Assuming there is no exercise of the Over-allotment Option.
[3] The market capitalisation of the Company at any given time
will depend on the market price of the Ordinary Shares at that
time. There can be no assurance that the market price of an
Ordinary Share will be equal to or exceed the Offer Price.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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