TIDMINPP
RNS Number : 2723D
International Public Partnership Ld
05 July 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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, ANY JURISDICTION OF THE EEA OTHER THAN THE UK OR IRELAND,
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 July 2016
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 GBP75
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 issuance under the Company's placing programme (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 obligations under its revolving credit facility following
further investment into the Thames Tideway project and to meet the
investment commitments falling due following financial close of the
recently announced Building Schools for the Future acquisitions
from Balfour Beatty and Carillion. The aggregate of these amounts
to approximately GBP96.3 million and are additional to the
pre-existing approximately GBP140.5m of binding further investment
commitments entered into by the Company which are backed by letters
of credit issued under the Company's revolving credit facility.
The Company has a strong pipeline of short and medium term
opportunities which includes:
i. future investment commitments to the Thames Tideway Tunnel
project through its period of construction. These future
commitments are binding on INPP and are secured through the
Company's revolving credit facility which is expected to be
progressively drawn down to meet these commitments as they fall
due;
ii. future binding investment commitments of the Company
relating to two Australian projects: Victoria Schools II; and Gold
Coast Light Rail 2. Again these are secured through the Company's
revolving credit facility which is expected to be progressively
drawn down to meet these commitments as they fall due; and
iii. further possible investment into Building Schools for the
Future projects additional to those announced recently.
The Company's total further binding investment commitments
crystallising during 2016 are expected to be around GBP35.2m, with
GBP103.5m of additional investment commitment crystallising in the
period to the end of March 2018.**
In addition, the Company's Investment Adviser, Amber
Infrastructure, continues to work on a number of further investment
opportunities that offer promise to the Company but are at an
earlier stage. It is the view of the Company that reducing the
level of the drawn and committed balance of the Company's revolving
debt facility so that such amounts are available to be re-drawn in
the future will materially assist the realisation of some of these
opportunities.
The Board has obviously taken note of the results of the UK's
referendum on EU membership. The principal short term impact on the
Company has been through FX movements where the weakening of the
pound sterling against other currencies has had a positive effect
on the valuation of the Company's non-UK assets. The Company
continues to hedge its short term revenues from its non-UK assets
to reduce the risk of volatility in its projected sterling
denominated cashflows.
The wider effects of Brexit are harder to assess but in the view
of the Board are likely to include interest rates staying lower in
the UK for longer. Recent reductions in the yield on UK government
debt are therefore also positive indicators for the Company and its
NAV. The Company continues to review a wide range of interesting
new opportunities and notes that Brexit may well increase demand
from investors for access to infrastructure assets (such as those
the Company invests in) which offer long duration with a
predictable yield from creditworthy counterparties where
performance can be expected to be largely uncorrelated with other
asset classes.
The prospectus in connection with the placing programme under
which the Issue is being made was published on 19 October 2015 and
can be found, as well as a supplementary prospectus published by
the Company on 9 May 2016 (together, the "Prospectus") on the
Company's website (www.internationalpublicpartnerships.com).
Terms not otherwise defined in this announcement have the
meanings given to them in the Prospectus.
The Prospectus (together with this announcement) contains the
full terms and conditions of the Issue, including but not limited
to Part VII and the section entitled "Terms and Conditions of the
Placing and each Subsequent Placing".
The Issue will in accordance with the approval given by
shareholders last year 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 13 July 2016,
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 not be less than the Company's most
recently published net asset value per Ordinary Share plus any
premium agreed by the Company's directors and Numis to reflect,
inter alia, the costs and expenses of the Issue.
The bookbuild is expected to close at noon (London time) on
Wednesday 13 July 2016 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 and the terms applicable to Subsequent Placings
under the Prospectus: (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 in its discretion depending on demand from
investors also increase the size of the issue so as to raise up to
GBP125m (before costs). Under the terms of the Issue, the Company
has the ability to issue up to a maximum of 228,571,428 New
Ordinary Shares on a non pre-emptive basis, under the authority
granted by Shareholders at the Extraordinary General Meeting on 10
November 2015 (after taking into account the 137,142,857 ordinary
shares issued on 18 November 2015 under the same authority). The
Board, in consultation with Numis, may also decide to raise a
lesser amount than GBP75m or indeed not to proceed with the Issue
for any reason. In the latter case an announcement will be made by
the Company.
INPP will be holding an analyst conference call today at 3.30pm
to discuss today's announcement. Those analysts wishing to attend
are asked to RSVP to Ed Berry at FTI Consulting on +44 (0)20 3727
1046 / edward.berry@fticonsulting.com
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 8.00 am on 18(th) July
2016 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 the 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 and 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
Hugh Jonathan / Nick Westlake (Corporate) +44 (0)20 7260 1263/1345
Numis Securities
Ed Berry/Mitch Barltrop +44 (0) 20 3727 1046/1039
FTI Consulting
Important Information:
The contents of this announcement, which has been prepared by
and is the sole responsibility of the Company, have been approved
by Numis Securities Limited solely for the purposes of section
21(2)(b) of the Financial Services and Markets Act 2000 (as
amended).
This announcement is an advertisement, It does not constitute a
prospectus relating to the Company and 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
in the Company in any jurisdiction 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 or act as any inducement to enter into, any
contract therefor.
Recipients of this announcement who are considering acquiring
New Ordinary Shares are reminded that any such acquisition must be
made only on the basis of the information contained in the
prospectus published by the Company dated 19 October 2015 and any
supplement or supplements thereto which may be different from the
information contained in this announcement. This announcement does
not contain sufficient information to support an investment
decision and investors should ensure that they obtain all relevant
information before making any investment.
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, any EEA jurisdiction other than the UK or Ireland, 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 and Ireland. 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 Conduct 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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