TIDMINPP
RNS Number : 0886E
International Public Partnership Ld
25 May 2012
25 May 2012
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR
TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.
This Announcement is for information purposes only and does not
constitute an invitation to subscribe for or otherwise acquire or
dispose of securities in the Company (defined below) in any
jurisdiction. The information contained in this Announcement is for
background purposes, is subject to updating and amendment, and does
not purport to be full or complete. No reliance may be placed for
any purpose on the information contained in this Announcement or
its accuracy or completeness. This Announcement does not constitute
or form part of any offer to issue or sell, or any solicitation of
any offer to subscribe or purchase, any investments nor shall it
(or the fact of its distribution) form the basis of, or be relied
on in connection with, any contract or commitment whatsoever. Any
decision to purchase shares should be made solely on the basis of
the information contained in the Prospectus (defined below) issued
by the Company. This document does not constitute a recommendation
regarding the securities of the Company.
Placing, Open Offer and Offer for Subscription
Further to the announcement of 8 May, International Public
Partnerships Limited ("INPP" or the "Company") is pleased to
announce its intention to raise up to GBP180 million by way of a
Placing, Open Offer and Offer for Subscription. The Company
yesterday published a prospectus relating to the Issue (the
"Prospectus") and will post this, together with a circular and
notice of Annual General Meeting (the "Circular"), to shareholders
today, as well as making them available on the Company's website
(http://www.internationalpublicpartnerships.com).
Unless otherwise defined, capitalised words and phrases in this
Announcement shall have the meaning given to them in the
Prospectus.
HIGHLIGHTS:
-- Proceeds will be used in repayment of the Company's existing
debt facility (currently drawn at GBP18.1m) and then, to the extent
not required for repayment, to acquire Further Investments which
may include:
i. Pipeline Investments that are being developed or bid on by
the Investment Adviser or the Group with an aggregate investment
value estimated at approximately GBP170 million*;
ii. A number of other projects that Amber and/or the Group are
bidding on, developing or are in discussions about; or
iii. Opportunities to acquire investments from third party
vendors or where the Group has pre-emption rights.
-- Proceeds are anticipated to be invested within 6-12 months
-- Under the Open Offer, existing Shareholders are entitled to
subscribe for New Shares pro rata to their holdings of Ordinary
Shares on the basis of 1 New Share for every 6 Ordinary Shares held
as at close of business on 23 May 2012
-- The balance of New Shares to be made available under the
Issue, together with any New Shares not taken up pursuant to the
Open Offer, will be made available for subscription under the
Excess Application Facility, the Offer for Subscription and the
Placing
-- Estimated Net Asset Value not less than 115.2 pence per
Existing Ordinary Share (as at 17 May 2012)**
-- Issue price of 116.25 pence per New Share, representing a
discount of 0.6 per cent. to the Closing Price of 116.9 pence per
Existing Ordinary Share as at the close of business on 22 May 2012
and a premium of 0.9 per cent. to the estimated NAV per Existing
Ordinary Share of 115.2 pence (as at 17 May 2012)
-- All investors on the register as at the record date will be
entitled to the dividend distribution in respect of the six months
to 30 June 2012 (assuming admission of the New Shares takes place
before such dividend is declared). INPP will target a minimum
dividend of 6 pence per Ordinary Share for 2012***
-- The Company and the Investment Adviser have agreed that the
Base Investment Advisory Fee will, with effect from 30 June 2012,
reduce from 1.2 per cent. to 1 per cent. per annum in respect of
such part of the Gross Asset Value relating to operational projects
that exceed GBP750 million.
For further information:
Erica Sibree
Amber Fund Management Limited
+44 (0)20 7939 0558
Chris Gook / Nick Westlake
Numis Securities Limited
+44 (0)20 7260 1378/1345
Adam Welham
Barclays
+44 (0)20 7263 2323
Ed Berry / Harry Stein
FTI Consulting
+44 (0)20 7269 7297/7141
Private investors can apply for shares in the Offer through
their stockbroker, or one of the following share dealing
services:
ALL IPO www.allipo.com
----------------------------- -------------------------------
Barclays Stockbrokers www.BarclaysStockbrokers.co.uk
----------------------------- -------------------------------
Interactive Investor www.iii.co.uk
----------------------------- -------------------------------
Jarvis Investment Management www.sharedealactive.co.uk
----------------------------- -------------------------------
Redmayne Bentley www.redmayne.co.uk/INPP
----------------------------- -------------------------------
SimplyStockbroking www.simplystockbroking.com
----------------------------- -------------------------------
Expected timetable
Each of the times and dates set out below and mentioned
elsewhere in this announcement may be adjusted by the Company, in
which event details of the new times and dates will be notified to
a Regulatory Information Service. References to a time of day are
to London time.
Record Date for entitlements 23 May 2012
under the Open Offer
--------------------------------------- ---------------------------
Despatch of this Prospectus 25 May 2012
and the AGM Circular to Existing
Shareholders and, to Qualifying
Non-CREST Shareholders only,
the Open Offer Application
Forms
--------------------------------------- ---------------------------
Offer for Subscription and 25 May 2012
Placing Open
--------------------------------------- ---------------------------
Ex-entitlement date for the 25 May 2012
Open Offer
--------------------------------------- ---------------------------
Open Offer Entitlements and As soon as possible after
Excess CREST Open Offer Entitlements 8.00 a.m. on 28 May 2012
credited to stock account
of Qualifying CREST Shareholders
in CREST
--------------------------------------- ---------------------------
Recommended latest time for 4.30 p.m. on 11 June 2012
requesting withdrawal of Open
Offer Entitlements and Excess
CREST Open Offer Entitlements
from CREST (i.e. if the Open
Offer Entitlements are in
CREST and the Existing Shareholder
wishes to convert them into
certified forms)
--------------------------------------- ---------------------------
Latest time and date for depositing 3.00 p.m. on 12 June 2012
Open Offer Entitlements and
Excess CREST Open Offer Entitlements
into CREST
--------------------------------------- ---------------------------
Latest time and date for splitting 3.00 p.m. on 13 June 2012
Open Offer Application Forms
(to satisfy bona fide market
claims only)
--------------------------------------- ---------------------------
Latest time and date for receipt 11.00am on 15 June 2012
of completed Subscription
Forms under the Offer for
Subscription and payment in
full under the Offer for Subscription
and settlement of relevant
CREST instructions (as appropriate)
--------------------------------------- ---------------------------
Latest time and date for receipt 11.00am on 15 June 2012
of completed Open Offer Application
Forms and payment in full
under the Open Offer and Offer
for Subscription and settlement
of relevant CREST instructions
(as appropriate)
--------------------------------------- ---------------------------
Latest time and date for receipt 11.00 a.m. on 15 June 2012
of Placing commitments
--------------------------------------- ---------------------------
Latest time and date for receipt 2.45 p.m. on 19 June 2012
of forms of proxy
--------------------------------------- ---------------------------
Annual General Meeting 2.45 p.m. on 21 June 2012
--------------------------------------- ---------------------------
Results of the Issue announced 22 June 2012
through a Regulatory Information
Service
--------------------------------------- ---------------------------
Admission and commencement 25 June 2012
of dealings in the New Shares
--------------------------------------- ---------------------------
New Shares issued in uncertificated 25 June 2012
form expected to be credited
to accounts in CREST
--------------------------------------- ---------------------------
Despatch of definitive share As soon as possible after
certificates for the New Shares 2 July 2012
issued in certificated form
--------------------------------------- ---------------------------
THE COMPANY
The Company is a limited liability, Guernsey incorporated
authorised closed-ended investment company. The Company offers
Shareholders an exposure to investment in infrastructure assets,
particularly those with a public or social character.
The Existing Ordinary Shares are admitted to the Official List
and to trading on the London Stock Exchange's main market for
listed securities. The Company raised GBP300 million in its initial
public offer (the "IPO") which closed on 9 November 2006. It
subsequently raised a further GBP84 million through the issue of C
Shares on 17 April 2008 (which converted into Existing Ordinary
Shares on 30 June 2008), GBP89.3 million through the issue of
Ordinary Shares on 28 January 2010, and approximately GBP76.7
million through tap issues. The Company had a market capitalisation
of GBP624.5 million (as at 22 May 2012), and a NAV of GBP624.3
million (as at 31 December 2011).
Amber Fund Management Limited (the "Investment Adviser",
"Operator" or "AFML"), an investment manager authorised and
regulated in the UK by the FSA, acts as investment adviser to the
Company and operator of the Partnership.
BACKGROUND TO AND REASONS FOR THE ISSUE
The Directors believe that the Company has the opportunity to
invest in further infrastructure investments meeting the Company's
investment policies. The Company expects to deploy the Issue
proceeds first in repayment of the Company's existing debt facility
and then, to the extent not required for repayment, to acquire
Further Investments. The Directors believe that the Issue proceeds
are likely to be deployed within six to 12 months. The sources of
Further Investments may include:
-- Pipeline Investments that are being developed or bid on by
the Investment Adviser or the Group with an aggregate investment
value estimated at approximately GBP170 million*. The Company has a
right of first refusal to acquire projects fitting its investment
criteria disposed of by Amber;
-- A number of other projects that Amber and/or the Group are
bidding on, developing or are in discussions about; and
-- Opportunities to acquire investments from third party vendors
or where the Group has pre-emption rights.
The Directors believe that the Issue will have the following
benefits:
-- The Company will be able to seek to acquire Further
Investments (including the Pipeline Investments) that it believes
will further diversify the Company's asset base;
-- The Company will be able to repay existing borrowings, which
will be available for re-drawing;
-- Existing Shareholders and New Shareholders will have the
opportunity to subscribe for further Shares in the Company;
-- The Company's market capitalisation will increase, and
secondary market liquidity in the Ordinary Shares is expected to be
enhanced; and
-- The Company's fixed running costs will be spread across a wider Shareholder base.
PRINCIPAL TERMS OF THE ISSUE
The Company is targeting a capital raising of up to GBP180
million (with the ability to increase this by up to 50 per cent.)
by way of an Issue of New Shares at an Issue Price of 116.25 pence
per New Share, representing a discount of 0.6 per cent. to the
Closing Price of 116.9 pence per Existing Ordinary Share as at the
close of business on 22 May 2012 and a premium of 0.9 per cent. to
the Estimated NAV per Existing Ordinary Share of 115.2 pence (as at
17 May 2012)**.
The Company examined a number of options for raising equity and
concluded (on the Sponsor's advice) that the combination of a
Placing, an Open Offer and an Offer for Subscription allows
Existing Shareholders to participate in the Issue by subscribing
for New Shares pursuant to their Open Offer Entitlements on a
pre-emptive basis as well as applying for further New Shares under
the Open Offer through the Excess Application Facility, while
providing the Company with the flexibility to raise the desired
quantum of equity capital from new investors via the Placing and
Offer for Subscription.
Application has been made for the New Shares 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. The New
Shares will rank pari passu in all respects with the Existing
Ordinary Shares.
ANNUAL GENERAL MEETING
As the Placing and Offer for Subscription are not on a
pre-emptive basis, the Issue is conditional, amongst other things,
on the passing of a resolution to disapply the pre-emption
provisions in the Company's Articles in relation to the Issue at
the Annual General Meeting convened for 21 June 2012. At the Annual
General Meeting, certain other resolutions will be proposed,
including but not limited to ordinary business, although the Issue
is not conditional on those resolutions being passed.
ONGOING COSTS
The Company and the Investment Adviser have agreed that the Base
Investment Advisory Fee will, with effect from 30 June 2012, reduce
from 1.2 per cent. to 1 per cent. per annum in respect of such part
of the Gross Asset Value relating to operational projects (being
those projects that have fully completed their construction stages
and have been certified as being fully operational by the relevant
counterparty and senior lender) that exceed GBP750 million.
INVESTMENT OPPORTUNITY
An investment in the Company will provide Shareholders with
exposure to the PPP/PFI infrastructure asset class and to other
infrastructure assets and businesses falling within the Company's
investment criteria, which the Directors believe is attractive
because of:
-- attractive yields relative to the asset risk profile;
-- likelihood of long-term stable cashflows and growth potential in the asset class;
-- high barriers to entry;
-- predictable, low volatility returns;
-- limited exposure to changes in the business cycle;
-- creditworthy counterparties;
-- the experience and track record of the Amber Infrastructure Team; and
-- the development and origination capacity of Amber and its investment pipeline.
The Company's trading history suggests that market performance
of the Company's Shares tends to be relatively uncorrelated with
the listed UK equity market generally. An investment in the Company
made at the time of the IPO in November 2006 over the period to 22
May 2012 has outperformed the FTSE All Share Index by 29.1 per
cent. and the FTSE 250 Index by 8.8 per cent. A Shareholder who
acquired Existing Ordinary Shares in the IPO had, at 22 May 2012,
seen a total return before tax of 45.2 per cent.****.
INVESTMENT OBJECTIVES AND DIVIDENDS POLICY
The Company will seek to provide Shareholders with long-term
distributions at levels that are sustainable and which preserve the
capital value of the Group's Investment Portfolio over the
long-term. The Directors believe that long-term capital growth can
also be achieved.
The Company will target a minimum dividend per annum and will
aim to maintain and enhance the level of distributions. The
Company's target distribution for 2012 is 6 pence per Ordinary
Share***.
Distributions on Ordinary Shares are expected to be paid twice a
year, normally in respect of the six months to 30 June and 31
December by way of dividend.
Where Admission occurs before any dividend is declared in
respect of the period to 30 June 2012 the New Shares will be
entitled to any distribution that is declared in respect of the six
months to 30 June 2012.
The Company will target an IRR equal to or greater than 8 per
cent.*** on the IPO issue price of 100 pence per Ordinary Share
over the long-term. The Directors believe there are currently
opportunities to acquire Further Investments that may enhance the
Company's IRR.
SUMMARY INVESTMENT POLICY
The Company's investment policy is to invest in public or social
infrastructure assets in the UK, Europe, Australia and North
America. The Investment Adviser will also consider investment in
other core OECD countries, such as New Zealand, when it considers
that the risk profile of a particular opportunity meets the
Company's requirements.
The Group intends to continue acquiring both operational and
construction phase assets from Amber and/or third parties. The
Group intends to hold its investments for the long-term and aims to
enhance the capital value of its investments and the income derived
from its investments.
The Group intends to acquire Further Investments within any of
the following parameters:
-- investments with characteristics similar to the Company's existing assets;
-- investments in assets or concessions having a public
infrastructure character and in respect of which availability,
property rental, or predictable user demand based payments are or
will become payable; and
-- investments in infrastructure assets, businesses or
concessions which have high barriers to entry and expect to
generate an attractive total rate of return over the life of the
investments.
While there are no restrictions in this respect, the Group will,
over the long-term, seek a spread of investments geographically and
across industry sectors to achieve a broad risk balance in the
Investment Portfolio.
THE EXISTING PORTFOLIO
The Existing Portfolio consists of interests in Investment
Capital in 15 projects developed under the UK Government PFI
scheme; 100 per cent. of Building Schools for the Future
Investments LLP ("BSFI", the original holding entity for the UK
Government's investments in the Building Schools for the Future
programme); 33 projects developed under the UK National Health
Service LIFT programme, one PPP project developed under the
Scottish government's non-profit distributing public private
partnership ("NPD") model, 15 PPP or other-type projects located in
Australia, Belgium, Canada, France, Germany, Ireland and Italy;
three projects developed under Ofgem's offshore electricity
transmission tender process ("OFTOs") and investments in Angel
Trains and BeNEX. In addition, the Existing Portfolio includes 100
per cent. of the senior debt interests in two PFI projects in which
the Group also holds 100 per cent. of the Investment Capital. The
Existing Portfolio consists predominantly of interests in Project
Entities which have:
-- direct or indirect entitlement to public sector or government backed revenues;
-- finished construction or are in construction of public or
social infrastructure facilities for provision of services relating
to health, schools, government offices, courthouses, police and
custodial facilities, rail infrastructure and rolling stock,
electricity transmission, showgrounds or which are operating
transport concessions; and
-- contractual structures that usually provide for the majority
of construction and operational project risks to be "passed down"
by the Project Entity to subcontractors subject to pre-defined
liability caps.
ISIN Numbers
The International Security Identification Number for the New
Shares available under the Placing, Open Offer and Offer for
Subscription is GB00B188SR50.
The International Security Identification Number for the Open
Offer Entitlements is GB00B85M5564.
The International Security Identification Number for the Excess
CREST Open Offer Entitlements is GB00B85M6869.
The International Security Identification Number for use by
CREST applicants for the Offer for Subscription (if CREST
applications are offered in the Company's sole discretion) is
GG00B8G02Z83.
Publication of the Prospectus and Circular
A copy of each of the Prospectus and Circular will shortly be
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.Hemscott.com/nsm.do.
Footnotes:
* The estimated investment value reflects the Directors' current
unaudited estimate, based on the advice of the Investment Adviser,
of the likely total acquisition price at the expected time of
acquisition. It will not necessarily equal the eventual acquisition
price for, or the value of, any interest that may be acquired by
the Group in relation to such project which will depend on a range
of factors.
** The Estimated Net Asset Value is an estimate of the
Directors, based on the advice of the Investment Adviser, and based
on unaudited financial information of the Group, but using the same
methodology as is used for the half-yearly Net Asset Values. This
Estimated Net Asset Value and the information that has been used to
prepare it has not been audited or reviewed by any person outside
the Amber Group other than the Directors. There can be no assurance
that the Net Asset Value as at 30 June 2012 will reflect the
Estimated Net Asset Value which is prepared as at 17 May 2012.
*** These are targets only and not profit forecasts. There can
be no assurance that these targets will be met or that the Company
will make any distributions whatsoever.
**** Total shareholder return is capital appreciation of the
Ordinary Shares plus cash dividends.
IMPORTANT NOTICES
The potential acquisition by the Company of any of the
investments referred to in this Announcement is subject, among
other things, to those projects reaching legal completion and to
the Company having conducted satisfactory due diligence in relation
to such investments. Although the Company has a right of first
refusal for investments disposed of by the Amber, any acquisitions
will be subject to agreement having been reached between the
Company and the relevant counterparty as to the terms of the
acquisitions. In addition, some of the investment opportunities are
those where Amber and/or the Company are currently undergoing a
bidding process. There is no guarantee that they will be successful
in any such bidding process. There is therefore no guarantee that
any of the investments will be acquired and if they are on what
terms. In additions there is no guarantee that suitable further
investments will be available following Admission or that any
investment will be successful.
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 to, or in relation to, and
no responsibility or liability is or will be accepted by Numis
Securities Limited ("Numis") or Barclays Bank PLC ("Barclays") or
by any of their respective 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 its advisers, and any
liability therefore is expressly disclaimed.
Numis is acting for the Company as sponsor, corporate broker,
financial adviser and joint bookrunner and Barclays is acting for
the Company as joint bookrunner in relation to the proposed Issue
of New Shares pursuant to the Placing, Open Offer and Offer for
Subscription. Numis and Barclays are both authorised and regulated
by the Financial Services Authority. Neither Numis nor Barclays are
acting for anyone else and will not be responsible to anyone other
than INPP for providing the protections afforded to their
respective clients nor for providing advice in relation to the
proposed issue or any other matter referred to herein. To the
fullest extent permitted by law recipients agree that neither Numis
nor Barclays shall have any liability (direct or indirect) for or
in connection with this Announcement or any matters arising out of
or in connection herewith. Neither Numis nor Barclays has
authorised the contents of, or any part of, this document.
Ordinary Shares to be issued pursuant to the Issue have not
been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or under the applicable
state securities laws of the United States, and accordingly,
subject to certain exceptions, may not be offered or sold directly
or indirectly in or into the United States, or to or for the
benefit of any U.S. person (within the meaning of Regulation S
under the Securities Act). In addition, the Company has not been
and will not be registered under the United States Investment
Company Act of 1940, as amended.
The distribution of this Announcement and the placing, open
offer and offer for subscription of Ordinary Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, Numis or Barclays that would permit an offering of any
Ordinary Shares or possession or distribution of this Announcement
or any other offering or publicity material relating to such
Ordinary Shares in any jurisdiction where action for that purpose
is required. Persons into whose possession this Announcement comes
are required by the Company, Numis and Barclays to inform
themselves about, and to observe, such restrictions.
Certain statements in this Announcement are 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 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 these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.
The information contained in this Announcement is subject to
change without notice and neither the Company nor Numis nor
Barclays assume any responsibility or obligation to update publicly
or review any of the forward-looking statements contained
herein.
Click on, or paste the following link into your web browser, to
view the associated PDF document.
http://www.rns-pdf.londonstockexchange.com/rns/0886E_-2012-5-24.pdf
This information is provided by RNS
The company news service from the London Stock Exchange
END
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