TIDMINPP
RNS Number : 7802X
International Public Partnership Ld
29 November 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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 OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY
SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS
IN ANY JURISDICTION.
29 November 2017
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 target a raise of
approximately GBP80 million (before costs) through the issue of
ordinary shares of 0.01p each in the capital of the Company (the
"New Ordinary Shares") by way of a placing under the terms of the
Company's ongoing issuance programme (the "Issue"). The Issue will
be made to qualifying investors through the Company's corporate
broker, Numis Securities Limited ("Numis").
The Company announced on 28 November 2017 that it had acquired
an additional interest in the Australian rolling stock
public-private partnership, the Reliance Rail PPP Project
("Reliance Rail"). The Company has made an investment in this
project of approximately GBP88 million.
The Company also announced on 27 November that Transmission
Capital Partners had been awarded preferred bidder status for the
long-term license and operation of a further offshore transmission
project being the transmission cable connection to the Dudgeon
Offshore Wind Farm. The Company expects to invest around c.GBP50
million upon financial close, with financial close estimated in the
second quarter of 2018.
After the investment in Reliance Rail, the Company will be
approximately GBP80 million drawn on the cash component of its
corporate debt facility. It is also anticipated that an additional
c.GBP14 million will be drawn by the end of December in order to
facilitate already committed investment into the Victoria Schools,
Gold Coast Light Railway and the Thames Tideway Tunnel
projects.
Given the investments and investment opportunities noted above,
the Company believes that it is appropriate to consider raising
further equity capital in order to pay down the drawn corporate
debt facility. If there is excess demand, the total fund raising
will not exceed the aggregate of the current drawn balance plus the
committed investment anticipated to be made in the remainder of
2017.
The Company remains strongly positive about its prospects
regarding both the performance of its existing investments and the
opportunity to add high-quality investments to the portfolio in the
short-to-medium term.
The Issue will not be 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 5 December, 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,
but at the Strike Price which will be determined by the bookbuild.
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 12 noon (London time) on 5
December 2017 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 issue of shares is taking place under the Placing Programme
set out in the Company's prospectus date 12 April 2017 (the
"Prospectus") and is a Subsequent Placing (as defined therein).
Terms and conditions set out on pages 194 to 195 of the Prospectus
apply to all subscriptions of New Ordinary Shares under the
Issue.
Expected Timetable
Fund raise opens 29 November 2017
Latest time and date for 12 noon 5 December
receipt of commitments 2017
under the Placing
Announcement of results of 7.00 a.m. 6 December
the Placing 2017
Admission and dealings in 8.00 a.m. 8 December
New Shares on the 2017
London Stock Exchange's Main
Market
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) prior to its release as part of this
announcement.
For further information:
Erica Sibree +44 (0)20 7939 0558
Amber Fund Management Limited
Hugh Jonathan +44 (0)20 7260 1263
Numis Securities
Important Notices
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 either Amber Fund Management Limited or
by Numis 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.
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, Ireland, Sweden and
Denmark 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, Ireland, Sweden and Denmark.
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 the Company and
is acting for no-one else in connection with the Issue and will not
be responsible to anyone other than the Company 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 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 Shares are reminded that any such
acquisition must be made only on the basis of the information
contained in the Prospectus 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUWRWRBUAAUAA
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