TIDMINPP
RNS Number : 3328M
International Public Partnerships
16 September 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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.
16 September 2019
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 is seeking to raise additional funds
through the issue of ordinary shares of 0.01p each 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 Board is launching the fund raising in order to repay drawn
facilities and to provide additional resources for the Company's
contracted future acquisitions and other planned investments.
The Board are proposing to undertake the Issue at an Issue price
per New Ordinary Share of 154p which, represents a premium of 5.0%
to the 30 June 2019 Company's ex-dividend net asset value
("NAV").
Following recent investments the Company is GBP143 million drawn
against its GBP400 million corporate debt facility and it has also
committed to invest a further c.GBP75 million in the nearer term
including the Rampion offshore transmission project. In addition,
the Company is confident that there is a strong pipeline of
opportunities in the U.K. and overseas currently under
consideration additional to the need to reduce the corporate debt
facility.
Given the investment commitments and investment opportunities
noted above and having regard to wider market considerations the
Company believes that it is appropriate at this time to seek to
raise approximately GBP75 million of further equity capital in
order to pay down the corporate debt facility. The Board may
consider raising additional amounts at their discretion and
depending on shareholder demand pay down the debt facility further
and additional commitments and opportunities of the Company
referred to above. The Board may consider raising additional
amounts at their discretion depending on shareholder demand, in
order to pay down the debt further or utilise the equity raised for
the additional commitments and opportunities referred to above.
The New Ordinary Shares will, when issued, rank pari passu with
the existing Ordinary Shares. For the avoidance of doubt, the New
Ordinary Shares to be issued pursuant to the Issue will not qualify
for the interim dividend of 3.59p per existing Ordinary Share in
respect of the period ending 30 June 2019 and which is expected to
be paid on 7 November 2019.
The Issue is expected to close at 4pm (London time) on Thursday,
26 September 2019, but may close earlier or later at the absolute
discretion of the Board.
Qualified investors are invited to apply for New Ordinary Shares
by contacting Numis on the contact details below. The decision to
allot New Ordinary Shares to any qualified investor shall be at the
absolute discretion of the Board and Numis.
Expected Timetable
Fund Raise Opens 16 September 2019
Latest time and date for receipt 4.00 p.m. on 26 September 2019
of commitments under the Placing
Announcement of results of the 7.00 a.m. on 27 September 2019
Placing
Admission and dealing in New 8.00 a.m. on 1 October 2019
Ordinary Shares on the 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 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 applying to acquire New Ordinary Shares, be
deemed to have represented that it is lawful for them to have made
such an application 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.
Members of the public are not eligible to participate in the
Issue. This announcement is directed only at persons selected by
Numis who are "investment professionals" falling within article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "FPO") or "high net worth companies,
unincorporated associations etc" falling within article 49(2) of
the FPO or to persons to whom it may otherwise lawfully be
communicated under the FPO (all such persons together being
referred to as "relevant persons"). Only relevant persons may
participate in the Issue.
The New Ordinary Shares that are the subject of the Issue are
not being offered or sold to any person in the European Economic
Area (EEA), other than to persons who are both (i) "qualified
investors" as defined in article 2(e) of the Prospectus Regulation
((EU)2017/1129) (the "Prospectus Regulation"), which includes legal
entities which are regulated by the Financial Conduct Authority or
entities which are not so regulated whose corporate purpose is
solely to invest in securities and (ii) persons to whom the New
Ordinary Shares may be lawfully marketed under the EU Alternative
Investment Fund Managers Directive (No. 2011/ 61/EU) or the
applicable implementing legislation (if any) of the member state of
the EEA in which such person is domiciled or in which such person
has a registered office.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") or with any securities regulatory authority of any
State or other jurisdiction of the United States (as defined
below), and accordingly may not be offered, sold or transferred
within the United States of America, its territories or
possessions, any State of the United States or the District of
Columbia (the United States) except pursuant to an exemption from,
or in a transaction not subject to, registration under the U.S.
Securities Act. The Issue is being made (i) outside the United
States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons that are "qualified institutional buyers" (as the term is
defined in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act in reliance on an exemption from
registration provided by section 4(A)(2) under the U.S. Securities
Act.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "U.S.
Investment Company Act") and investors will not be entitled to the
benefits of the U.S. Investment Company Act. This Announcement does
not constitute an offer to sell or issue or a solicitation of an
offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, the United States,
Australia, Canada, Japan or South Africa or any other jurisdiction
in which such offer or solicitation is or may be unlawful (an
"Excluded Territory"). This Announcement and the information
contained therein are not for publication or distribution, directly
or indirectly, to persons in an Excluded Territory unless permitted
pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.
The distribution of this Announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company, Numis
or any of their respective affiliates as defined in Rule 501(b)
under the U.S. Securities Act (as applicable in the context used,
Affiliates) that would permit an offer of the New Ordinary Shares
or possession or distribution of this Announcement or any other
publicity material relating to the New Ordinary Shares in any
jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about
and to observe any such restrictions.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures, in the UK being the
FCA's Product Intervention and Governance Sourcebook (PROD)
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares are: (i) compatible with an end target market of
professionally advised retail investors who do not need a
guaranteed income or capital protection and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution a) if to
professionally advised retail investors, through advised
distribution channels only; or b) through such distribution
channels as are appropriate to professional clients and eligible
counterparties, (in each case) as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in New Ordinary
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Numis will only contact prospective applicants for
participation in the Issue who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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