TIDMINPP
RNS Number : 1446W
International Public Partnership Ld
05 November 2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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 IN ANY JURISDICTION.
International Public Partnership Ltd Proposed Issue of
Equity
5 November 2014
Proposed Issue of Equity
The Board of Directors (the "Board") of International Public
Partnerships Limited (the "Company" and/or "INPP") is pleased to
announce that the Company proposes to raise approximately GBP70
million (before costs) through the issue of ordinary shares of
0.01p in the capital of the Company (the "New Ordinary Shares") by
way of tap issuance (the "Issue"). The Issue will be made to
qualifying investors* through the Company's corporate broker, Numis
Securities Limited ("Numis").
The net proceeds of the Issue will be used to reduce the
Company's current debt facility, which, following the recent
investment in the Lincs offshore transmission project, is drawn at
approximately GBP110 million. In addition the Company has a strong
pipeline of short and medium term opportunities which includes:
i) the previously announced Priority Schools Program Aggregator
Funding Project, for which the Company is preferred bidder;
ii) opportunities to acquire investments from third party
vendors, including those where the Group has pre-emption rights;
and
iii) a number of other projects in the UK, Europe, Australia,
New Zealand and North America that the Company or its Investment
Adviser are bidding on, developing, or are in discussions
about.
In total, the Company has identified a further GBP150 million to
GBP200 million of attractive investment opportunities that it
expects to be in the position to deliver in the next 6-12
months.**
The Issue will be non pre-emptive and will be launched
immediately following this announcement, when Numis will commence a
bookbuilding process to determine the level of demand from
potential investors for participation in the Issue. The number of
New Ordinary Shares to be issued and the price per New Ordinary
Share (the "Strike Price") will be agreed between Numis and the
Company following close of the bookbuild at noon on 14 November,
and announced shortly thereafter. Numis and the Company reserve the
right to set a maximum percentage of New Ordinary Shares that may
be allocated to any one investor.
The New Ordinary Shares are not being offered at a fixed price.
To bid in the bookbuild, investors will need to communicate their
bid (or bids) by telephone to their usual sales contact at Numis.
Each telephone bid should state the number of New Ordinary Shares
for which the prospective investor wishes to subscribe and the
price or price range that the prospective investor is offering to
pay; any bid price must be for a full pence or half pence amount.
The Strike Price will be in excess of the Company's prevailing net
asset value per Ordinary Share.
The bookbuild is expected to close at noon (London time) on 14
November 2014 but may be closed earlier or later at the discretion
of the Company and Numis. Numis may, in agreement with the Company,
accept bids that are received after the bookbuild has closed.
Subject to the above, Numis may choose to accept bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Company, and may scale down any bids for this
purpose on such basis as the Company and Numis may determine. Numis
may also, notwithstanding the above, subject to the prior consent
of the Company: (i) allocate New Ordinary Shares after the time of
any initial allocation to any person submitting a bid after that
time, and (ii) allocate New Ordinary Shares after the bookbuild has
closed to any person submitting a bid after that time. The Company
reserves the right to reduce the amount to be raised pursuant to
the Issue.
The Board may also increase the issue to an amount representing
up to 10% of the current issued share capital. Under the terms of
the Issue, INPP has the ability to issue up to a maximum of
76,064,161 New Ordinary Shares on a non pre-emptive basis, under
authority granted by Shareholders at its Annual General Meeting in
June 2014. The Board, in consultation with Numis, may decide not to
proceed with the Issue for any reason. In this case, an
announcement will be made by the Company.
Application for listing and admission to trading
Application will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List of the FCA and to the London Stock Exchange plc for
admission to trading of the New Ordinary Shares on its main market
for listed securities (together, "Admission"). It is expected that
Admission will become effective on or around 19 November 2014 and
that dealings in the New Ordinary Shares on the London Stock
Exchange's main market for listed securities will commence at that
time.
* As defined in section 86(7) of the Financial Services and
Markets Act 2000 (as amended).
** The estimated investment value reflects the Directors'
current unaudited estimate, based on a weighting of the significant
current pipeline of opportunities under review by the Company and
its investment adviser. It is an estimate only and the actual
volume of opportunities realised may well be higher or lower (or
even nil). Realisation of any investment opportunity will be
dependent on a range of factors including success in government
procurements, appropriateness of risk profile, acceptability
projected returns and due diligence amongst others as well as the
approval of the Company's board. There can be no assurance that any
of these investment opportunities will be acquired by the
Company.
For further information:
Erica Sibree +44 (0)20 7939 0558
Amber Fund Management Limited
Chris Gook (Sales) +44 (0)20 7260 1378
Nick Westlake/ Hugh Jonathan (Corporate) +44 (0)20 7260 1345/1263
Numis Securities
Ed Berry/Mitch Barltrop +44 (0) 20 3727 1046/1039
FTI Consulting
Notes to Editors:
About International Public Partnerships
International Public Partnerships Limited (INPP) is a listed
infrastructure investment company which invests in global public
infrastructure projects developed under the public private
partnerships (PPP) and private finance initiative (PFI) procurement
methods.
Listed in 2006, INPP is a long-term investor in 115 social and
transport infrastructure projects, including schools, hospitals,
courts, police headquarters, transport and renewable energy
projects in the U.K., Europe, Australia and Canada. INPP seeks to
provide its shareholders with both a long-term government-backed
yield and capital growth through investment across both
construction and operational phases of 20-40 year concessions.
Visit the INPP website at
www.internationalpublicpartnerships.com for more information.
Important Information:
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 Numis or by any of its 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.
Neither this Announcement nor anything contained herein shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction.
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 or South
Africa or any jurisdiction in which the same would be unlawful.
This Announcement does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the
capital of the Company.
The Shares have not been, or will not be, registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any State or other
jurisdiction of the United States, and accordingly may not be
offered, sold or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. No offering of the Shares is
being made in the United States or to U.S. persons as defined in
and in accordance with Regulation S under the Securities Act ("U.S.
Persons"). The Company has not been and will not be registered
under the U.S. Investment Company Act of 1940, as amended (the
"Investment Company Act") and investors will not be entitled to the
benefits of that Act.
The Company is a non-EU AIF for the purposes of the Alternative
Investment Fund Managers Directive ("AIFMD") and has not applied
for permission to market New Ordinary Shares in any jurisdiction
other than the United Kingdom. Investors will, by bidding for New
Ordinary Shares, be deemed to have represented that it is lawful
for them to have made such a bid and to hold New Ordinary Shares
and that where required by AIFMD, they have read the information
made available by the Company under Article 23 of AIFMD. The
additional regulatory disclosures made by the Company under Article
23 of AIFMD can be found on the INPP website at
www.internationalpublicpartnerships.com/investor-information/other-publications.
Numis, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting for International
Public Partnerships Limited and is acting for no-one else in
connection with the Issue and will not be responsible to anyone
other than INPP for providing the protections afforded to its
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 Numis shall not have any
liability (direct or indirect) for or in connection with this
Announcement or any matters arising out of or in connection
herewith. Numis has not authorised the contents of, or any part of,
this document.
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 in any jurisdiction. The
information contained in this Announcement is for background
purposes only and does not purport to be full or complete. 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
therefor.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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