TIDMINPP
RNS Number : 7241H
International Public Partnerships
08 April 2022
LEI: 2138002AJT55TI5M4W30
THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN
IRELAND), ANY OF THEIR RESPECTIVE TERRITORIES OR POSESSIONS, 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 INCLUDING IN THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH
AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN
TO PROFESSIONAL INVESTORS IN IRELAND) OR TO US PERSONS.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus to be published by International Public
Partnerships Limited (the "Prospectus"), and not in reliance on
this announcement.
Following its publication a copy of the Prospectus will, subject
to certain access restrictions, be available for inspection as
detailed in the announcement below as well as at the registered
office of International Public Partnerships Limited. This
announcement does not constitute, and may not be construed as, an
offer to sell or an invitation to purchase, investments of any
description, or a recommendation regarding the issue or the
provision of investment advice by any party.
8 April 2022
International Public Partnerships plc
("INPP" or the "Company")
Placing, Open Offer, Offer for Subscription and Intermediaries
Offer
International Public Partnerships, the FTSE 250 infrastructure
investment company, is pleased to announce its intention to raise
GBP250 million by way of a Placing, Open Offer, Offer for
Subscription and Intermediaries Offer (together, the "Initial
Issue") at an issue price of 159.5 pence per share.
INPP is a responsible long-term investor in over 140
infrastructure projects and businesses consisting of regulated
utilities, energy and transmission, transport, education, health,
justice, military housing and digital infrastructure in the UK,
Europe, Australia, and North America.
The proceeds raised will be used to pay down the cash drawn
portion of the Company's corporate debt facility (the "Facility")
totalling approximately GBP156.2 million as at 6 April 2022 and to
provide additional resources to pursue the Company's investment
pipeline.
The Company's high-quality, globally diversified pipeline of
investment opportunities include social and transport
infrastructure and regulated utilities together valued in excess of
GBP178.2 million and selected by the Company's investment adviser,
Amber Fund Management Limited (the "Investment Adviser"), through
Amber Infrastructure Group ("Amber"), over the next 12 months.
The Company generated strong portfolio performance to the year
31 December 2021, with cash generation in line with projections.
This continued to underpin the Company's continued average
historical cash dividend growth of 2.5 per cent[i] and strong
inflation-linkage such that a 1 per cent increase in assumed
inflation is projected to result in a 0.7 per cent increase in
portfolio returns[ii].
The Company's shares maintained a low correlation to the FTSE
All Share Index of 0.22 over the 12 months to 31 December
2021[iii].
In 2021, the Company acquired two UK offshore transmission
projects, an additional investment in Angel Trains (the UK's
largest rolling stock company); the Company's first investment in
Danish PPP; a university health and medical research campus in
Adelaide, Australia; a new police headquarters in Offenbach,
Germany, and additional investments in UK PPP assets.
The Company considers sustainability and ESG integration to be
an essential part of investment risk management and value creation.
The Company has categorised INPP as an Article 8 financial product
following an internal assessment of the application of the EU
Sustainable Finance Disclosure Regulations ("SFDR").
Unless otherwise defined, capitalised words and phrases in this
Announcement shall have the meaning given to them in the
Prospectus.
Michael Gerrard, Chair of INPP, said: "We are delighted to
announce a capital raising which is open to a broad range of
eligible investors including through our intermediaries offer. This
will help us pursue an active pipeline of high-quality, responsible
infrastructure investment opportunities. We believe the Company
provides a compelling investment allocation for those
income-seeking investors looking for high inflation-linkage and
capital growth. The Company has a strong track record of deploying
capital and since IPO the Company has generated predictable cash
flows and in turn achieved a total shareholder return of 245 per
cent.(iv) "
The Company will shortly publish a prospectus relating to the
offering (the "Prospectus") and will send this to shareholders,
together with a circular and notice of Extraordinary General
Meeting (the "Circular"), as well as making an electronic copy of
them available on the Company's website
(http://www.internationalpublicpartnerships.com) and on the
National Storage Mechanism web-site at
www.data.fca.org.uk/#/nsm/nationalstoragemechanism.
Unless otherwise defined, capitalised words and phrases in this
Announcement shall have the meaning given to them in the
Prospectus.
THE ISSUE
-- The Company intends to target GBP250 million of additional
capital through the Initial Issue (and subject to demand the size
of the Initial Issue may be increased to a maximum of GBP325
million). The Company will also have the ability to issue up to
250million new ordinary shares of GBP0.01 each ("New Shares")
through the Issuance Programme.
-- An Initial Issue Price of 159.5 pence per New Share,
representing a discount of 6.5 per cent. to the Closing Price of
170.6 pence per Existing Ordinary Share as at the close of business
on 7 April 2022. The Initial Issue Price represents a premium of
7.3 per cent. to the Estimated Net Asset Value per Existing
Ordinary Share of not less than 148.7 pence (calculated as at 31
March 2022 and therefore having been reduced to reflect the
dividend of 3.77 pence per Existing Ordinary Share declared on 24
March 2022 and which has an ex-dividend date of 7 April 2022).
-- The net proceeds of the Initial Issue will be used in
repayment of the Company's cash drawn portion of its existing
Facility (of which approximately GBP173.1 million is currently
utilised, with GBP156.2 million cash drawn and GBP16.9 million
committed in respect of letters of credit) and then, to the extent
not required for repayment, to acquire Further Investments or to
discharge further indebtedness used to acquire Further
Investments;
-- Under the Open Offer, existing Shareholders are entitled to
subscribe for New Shares pro rata to their holdings of Existing
Ordinary Shares on the basis of 1 New Share for every 12 Existing
Ordinary Shares held as at close of business on 6 April 2022 (the
"Record Date")
-- The Estimated Net Asset Value per Existing Ordinary Share (as
at 31 March 2022) is an estimate of the Directors 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 other
than the Directors. There can be no assurance that the Net Asset
Value as at 30 June 2022 will reflect the Estimated Net Asset Value
as at 31 March 2022.
For further information, please contact
Erica Sibree/Amy Edwards +44 (0) 7557 676 499/+44 (0) 7827 238
355
Amber Fund Management Limited
Hugh Jonathan/Vicki Paine/George Shiel +44 (0)20 7260 1000
Numis Securities
Sponsor, Broker, Financial Adviser and Bookrunner
Ed Berry/Mitch Barltrop +44 (0) 7703 330119/+44 (0) 7807
296032
FTI Consulting
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.
Event Date
The Initial Issue
Record Date for entitlements under the
Open Offer 6 April 2022
Announcement of the Initial Issue 8 April 2022
Despatch of the Prospectus and the EGM
Circular to Existing Shareholders and,
to Qualifying Non-CREST Shareholders
only, the Open Offer Application Forms 11 April 2022
Offer for Subscription, Intermediaries
Offer and Placing Open 11 April 2022
Ex-entitlement date for the Open Offer 11 April 2022
Open Offer Entitlements and Excess CREST
Open Offer Entitlements credited to As soon as possible after
stock account of Qualifying CREST Shareholders 8:00 a.m. on 12 April
in CREST 2022
Recommended latest time for requesting
withdrawal of Open Offer Entitlements
and Excess CREST Open Offer Entitlements 4:30 p.m. on 21 April
from CREST 2022
Latest time and date for depositing
Open Offer Entitlements and Excess CREST 3:00 p.m. on 22 April
Open Offer Entitlements into CREST 2022
Latest time and date for splitting Open
Offer Application Forms (to satisfy 3:00 p.m. on 25 April
bona fide market claims only) 2022
Latest time and date for receipt of 9:30 a.m. on 26 April
forms of proxy 2022
Latest time and date for receipt of
completed Subscription Forms under the
Offer for Subscription and payment in
full under the Offer for Subscription
and settlement of relevant CREST instructions 11.00 a.m. on 27 April
(as appropriate) 2022
Latest time and date for receipt of
completed applications from Intermediaries
in respect of the Intermediaries Offer
and payment in full under the Intermediaries 3.00 p.m. on 27 April
Offer 2022
Latest time and date for receipt of
completed Open Offer Application Forms
and payment in full under the Open Offer
and settlement of relevant CREST instructions 11.00 a.m. on 27 April
(as appropriate) 2022
Extraordinary General Meeting 9:30 a.m. on 28 April
2022
Latest time and date for receipt of
Placing commitments 12 noon on 28 April 2022
Results of the Initial Issue announced Before 8:00 a.m. on 29
through a Regulatory Information Service April 2022
Admission and commencement of dealings
in the New Shares 4 May 2022
New Shares issued in uncertificated
form expected to be credited to accounts
in CREST 4 May 2022
Despatch of definitive share certificates
for the New Shares issued in certificated As soon as possible after
form 9 May 2022
The Issuance Programme
Issuance Programme opens 5 May 2022
Publication of final Issuance Programme
Price or the methodology for determining
the final Issuance Programme Price,
in respect of each Subsequent Issue At least 10 Business
done by way of a Subsequent Offer for Days before
Subscription or Subsequent Intermediaries the closing of the relevant
Offer Subsequent Issue
Latest time and date for receipt of
completed Subscription Forms or applications
under each Subsequent Issue done by
way of Subsequent Offer for Subscription
(or Subsequent Intermediaries Offer) 11.00 a.m. on the third
and payment in full under the Subsequent Business Day before
Offer for Subscription or Subsequent the closing
Intermediaries Offer and settlement of the relevant Subsequent
of relevant CREST instructions (as appropriate) Issue
Publication of the final Issuance Programme As soon as reasonably
Price in respect of each Subsequent practicable
Issue done by way of a Subsequent Placing following the closing
of each
Subsequent Issue
Admission and crediting of CREST accounts 8.00 a.m. on the Business
in respect of a Subsequent Issue Day on which the new
Shares are issued
Share certificates in respect of New Approximately one week
Shares despatched after admission of the
relevant New Shares
Last date for New Shares to be issued
pursuant to the Issuance Programme 7 April 2023
-------------------------------------------------------------
ADDITIONAL INFORMATION
THE COMPANY
BACKGROUND TO AND REASONS FOR THE ISSUE AND THE PLACING
PROGRAMME
The Company intends to raise up to GBP250 million through the
Initial Issue (although it can increase the size of the Initial
Issue to up to GBP325 million). The Company will also have the
ability to issue up to 250million New Shares through the Issuance
Programme. The Initial Issue comprises a Placing, an Open Offer to
Qualifying Shareholders on a pre-emptive basis and an Offer for
Subscription plus an Intermediaries Offer, in aggregate equalling
up to 156,739,812 New Shares (based on the target size of
GBP250million) at an Initial Issue Price of 159.5 pence per New
Share. The New Shares will be Ordinary Shares of 0.01 pence
each.
Regardless of the eventual size of the Initial Issue, the Net
Issue Proceeds will be used first to discharge the Group's
indebtedness under the Loan Facilities Agreement (excluding letters
of credit) of approximately GBP156.2 million in the days or weeks
after Initial Admission and then, to the extent they are not
required for repayment or to be deposited under the terms of the
Loan Facilities Agreement, to finance the acquisition of Further
Investments or to discharge third party debt incurred to acquire
Further Investments and to meet other operational expenses of the
Group's business, as a result of which the Directors anticipate
that the Net Issue Proceeds are likely to be fully deployed by 31
December 2022. The Net Issuance Programme Proceeds are expected to
be used for the same purposes, but in the longer term.
The Directors estimate that the Company's total investment
pipeline over the next twelve months is expected to be around
GBP178.2 million, comprising committed investments and investments
where a Group subsidiary is preferred bidder. The Directors have
therefore decided to raise capital by way of a combination of the
Initial Issue (to fund the initial expenditure) and the Issuance
Programme (for longer-term obligations) in order to ensure that the
Group does not hold uninvested cash for an excessively long
period.
The Company has exclusive access to a number of Further
Investments where either the Group or Amber (with the right of
first refusal for the Company on disposal by Amber) is the
Preferred Bidder to acquire the corresponding Investment Capital.
However, there is no guarantee that the Group will reach financial
close or that they will be acquired, or in each case if they are
completed on what terms.
Amber is also engaged in originating a number of other projects
which if secured are anticipated to be likely to fit within the
Company's investment criteria and which the Company would have the
right (but no obligation) to invest or acquire. The Group also has
opportunities in mature or semi-mature stage projects where it has
the benefit of pre-emption rights arising from the Existing
Portfolio.
All such opportunities are, in the view of the Directors, likely
to bring additional value to the Company and the proceeds arising
from the Initial Issue and the Issuance Programme will allow the
Company to pursue such opportunities more effectively. Whilst there
is no guarantee that any Further Investments will be acquired and
if they are on what terms, or whether the other projects that the
Investment Adviser is engaged in will be acquired by the Group, the
Directors believe that there are attractive and suitable investment
opportunities that currently exist and are expected to arise, and
have concluded that it is now an appropriate time to seek to raise
additional capital for the Company.
The Directors believe that as a result of the strong performance
of the Company to date there is demand from existing investors for
further investment in the Company and from new investors for
investment in the Company that cannot be satisfied in the secondary
market. Given the size of the potential pipeline of Further
Investments and other capital requirements of the Company, the
Directors (after consultation with Numis and the Investment
Adviser) have concluded that it would be the most beneficial to the
Company to proceed with the Initial Issue and to have the
flexibility to raise further capital over the period of the
Issuance Programme.
The Directors believe that the proposed Initial Issue and
Issuance Programme have the following principal benefits:
-- the discharge of the Group's existing indebtedness under the
Loan Facilities Agreement (as at 6 April 2022, of approximately
GBP156.2 million excluding that part of the Facility used for
letters of credit) will reduce the amount of interest payments made
by the Company and the Facility will be available for
re-drawing;
-- the Net Issue Proceeds and Net Issuance Programme Proceeds
will provide the Group with capital with which to, through the
acquisition of Further Investments, further diversify the asset
base in the Existing Portfolio, both geographically and across
industry sectors;
-- Existing Shareholders will be able to subscribe for further
Ordinary Shares in the Company and those investors who would not
otherwise have been able to invest in the Company will have the
opportunity to make an investment;
-- the market capitalisation of the Company will increase
following the Initial Issue and the Issuance Programme and it is
expected that the secondary market liquidity of the Ordinary Shares
will be enhanced through a larger and more diversified Shareholder
base; and
-- the Initial Issue and Issuance Programme will provide a
larger asset base for the Company over which its fixed operating
costs may be spread, thereby providing a reduction to the Company's
Ongoing Charges Ratio.
DIRECTORS' INTENTION TO SUBSCRIBE
As at the date of the Prospectus, the Directors intend to
subscribe for, in aggregate, 159,870 New Ordinary Shares pursuant
to the Initial Issue.
NET ASSET VALUE UPDATE
The last Net Asset Value per Existing Ordinary Share published
by the Company was as at 31 December 2021 and was 148.2 pence. The
next Net Asset Value per Existing Ordinary Share due to be
published by the Company will be as at 30 June 2022, and is
expected to be published by September 2022. In advance of this, the
Directors, based on the advice of the Investment Adviser (and
taking into account the dividend of 3.77 pence per Ordinary Share
declared on 24 March 2022 which has an ex-dividend date of 7 April
2022), estimate that as at 31 March 2022 the Estimated Net Asset
Value is not less than 148.7 pence per Existing Ordinary Share.
The Estimated Net Asset Value is an estimate of the Directors
based on the Investment Adviser's advice and unaudited financial
information of the Group. This estimate has been calculated using
the same methodology as is used for the half-yearly Net Asset
Values, other than in respect of the forecast cashflows of
underlying projects, and the associated discount rates applied to
those forecast cashflows, both of which have only been updated to
reflect known changes in project performance to the extent these
are expected to have a significant impact on the total Estimated
Net Asset Value. The dividend of 3.77 pence per Ordinary Share
which was declared on 24 March 2022 reduced the net asset value but
this was more than offset by other factors including the time value
of money (i.e. less discounting applied to forecast cash flows),
the receipt of distributions from the Company's investment
portfolio, changes in foreign exchange rates and favourable
adjustments to reflect known changes in project performance.
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. As such, there
can be no assurance that the Net Asset Value as at 30 June 2022
will reflect the Estimated Net Asset Value which is prepared as at
31 March 2022.
INVESTMENT OBJECTIVES
The Company's intention is to provide investors with
distributions that are sustainable over the long-term. The Company
will target a minimum dividend per annum and the Company will aim
to maintain and enhance the level of distributions where
sustainable to do so. The Company's target dividend for 2022 is
7.74 pence per Ordinary Share which equates to a dividend yield
(based on the Net Asset Value per Share as at 31 December 2021) of
approximately 5.2 per cent. The Company's target dividend for 2023
is 7.93 pence per Ordinary Share which equates to a dividend yield
(based on the Net Asset Value per Share as at 31 December 2021) of
approximately 5.4 per cent.v The Company has met its pro rata
dividend target in respect of the dividend declared on 24 March
2022 for the second half of the 2021 financial year.
The Company's ability to make distributions and/or to pay
dividends will be subject always to the requirements of the
Law.
The Directors also believe that long-term capital growth can be
achieved. From the Company's Initial Public Offer in 2006 until the
end of 2018, the Company targeted an IRR equal to or greater than 8
per cent.vi on the Initial Public Offer issue price of 100 pence
per Ordinary Share, reflecting a NAV appreciation plus dividends
paid. In 2019 the Board modified the Company's long-term target
return to 7 per cent.vii due to the evolution of the infrastructure
sector into a mainstream investment class and the decrease in
long-term interest rates. The Company therefore continues to target
an IRR equal to or greater than 7 per cent. on the Initial Public
Offer issue price of 100 pence per Ordinary Share over the
long-term, and hopes to achieve this through (amongst other
techniques) asset development, future acquisitions, active
management and prudent use of gearing. The Directors believe that
the Company's focus on investing in long-term, inflation-linked
revenues to deliver a growing dividend, where possible with the
potential for capital appreciation, remains at the core of the
Company's investment proposition. The Directors also believe, based
on the advice of the Investment Adviser, that there are currently
opportunities to acquire Further Investments that may enhance the
Company's IRR. In addition, the Directors will also consider making
divestments where an Investment is no longer aligned with the
Company's investment objectives or where circumstances offer an
opportunity to enhance the value of the Investment Portfolio.
The Company seeks to operate and invest responsibly in a
diversified portfolio of infrastructure assets and businesses,
which through active management, meets societal and environmental
requirements both now and into the future, in order to meet its
investment objectives.
INVESTMENT POLICY
The Company's investment policy is to invest directly or
indirectly in public or social infrastructure assets located in the
UK, Australia, Europe and North America. The Investment Adviser
will also consider investment in other core OECD countries, such as
New Zealand, where it considers that the risk profile of a
particular opportunity meets the Company's requirements.
The Group intends to continue acquiring operational and
construction phase assets from Amber (or via its own asset
origination activities) and/or third party vendors. The Group
intends (but is not bound) to hold its investments for the
long-term and may well hold its investments for the life of a
project. The Group will seek to enhance the capital value of its
investments and the income derived from its investments.
DETAILS OF THE NEW SHARES
The Company is targeting an initial capital raising of up to
GBP250 million (with the ability to increase the size to up to
GBP325 million) by way of an Initial Issue of New Shares at an
Initial Issue Price of 159.5 pence per New Share, representing a
discount of 6.5 per cent. to the Closing Price of 170.6 pence per
Existing Ordinary Share as at the close of business on 7 April 2022
(being the latest practicable date prior to the publication of the
Prospectus). The Initial Issue Price represents a premium of 7.3
per cent. to the Estimated Net Asset Value per Existing Ordinary
Share of not less than 148.7 pence (calculated as at 31 March 2022
and therefore having been reduced to reflect the dividend of 3.77
pence per Existing Ordinary Share declared on 24 March 2022 and
which has an ex-dividend date of 7 April 2022) viii .
The Initial Issue comprises a Placing, an Open Offer and an
Offer for Subscription plus an Intermediaries Offer, in aggregate
equalling up to 156,739,812 New Shares at the Initial Issue Price
of 159.5 pence per New Share. The Open Offer will be made to
Qualifying Shareholders at the Initial Issue Price, on the terms
and subject to the conditions of the Open Offer, on the basis
of:
1 New Share for every 12 Existing Ordinary Shares held on the
Record Date
The Initial Issue is conditional upon the passing of the
Pre-emption Resolution at the Extraordinary General Meeting,
Admission of the New Shares to be issued pursuant to the Initial
Issue occurring no later than 8:00 am on 4 May 2022 (or such later
time and/or date as the Company and the Sponsor may agree and the
Company notifies to Shareholders being no later than 30 June 2022),
the Issue Agreement not being terminated and becoming unconditional
in accordance with its terms and if a supplementary prospectus is
required to be published in accordance with FSMA, such
supplementary prospectus being approved by the FCA and published by
the Company in accordance with the Prospectus Regulation Rules.
The Company will have the ability to issue up to 250 million New
Shares pursuant to the Issuance Programme. Details of the Issuance
Programme (including the conditions to which it is subject), and
further details of the Initial Issue, are contained in the
Prospectus.
Applications will be made for the New Shares to be issued (both
pursuant to the Initial Issue and the Issuance Programme) 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 to be issued under the Initial Issue and Issuance
Programme will rank pari passu in all respects with the Existing
Ordinary Shares and each other, save in respect of any dividends
with a record date occurring before the relevant date of issue.
EXTRAORDINARY GENERAL MEETING
The Proposal is conditional on the approval by Shareholders of a
Resolution disapplying pre-emption rights and granting the Board
authority to allot the New Shares in respect of the Initial Issue
and the Issuance Programme to be put to the Extraordinary General
Meeting, which has been convened for 9:30 a.m. on 28 April 2022.
The Notice convening the Extraordinary General Meeting will be set
out in the Circular which is also expected to be published
shortly.
NOTES
i Future profit projection and dividends cannot be guaranteed.
Projections are based on current estimates and may vary in
future.
ii Calculated by running a "plus 1.0%" inflation sensitivity for
each investment and solving each investment's discount rate to
return the original valuation. The inflation-linked return is the
increase in the portfolio weighted average discount rate.
iii Correlation (R) from Bloomberg - 12 months to 31 December
2021.
i v Source: Bloomberg. Total shareholder return is capital
appreciation of the Ordinary Shares plus cash dividends and has
been calculated over the period from the Company's IPO to 31
December 2021
v These figures for 2022 and 2023 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.
vi 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.
vii Calculated by reference to the November 2006 IPO issue price
of 100 pence and reflecting a NAV appreciation plus dividends
paid.
viii 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. As such, there can be no
assurance that the Net Asset Value as at 30 June 2022 will reflect
the Estimated Net Asset Value which is prepared as at 31 March
2022.
IMPORTANT NOTICES
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by Amber Fund Management Limited (the "Investment
Adviser") solely for the purposes of section 21(2)(b) of the
Financial Services and Markets Act 2000 (as amended, "FSMA"). Amber
Fund Management Limited is authorised and regulated in the United
Kingdom by the Financial Conduct Authority (the "FCA") (FCA number:
495729) and has its registered office at 3 More London Riverside,
London SE1 2AQ, United Kingdom.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus to be published by the Company (and in
any supplementary prospectus) (the "Prospectus") and not in
reliance on this announcement. Investors should read the Prospectus
before making an investment decision in order to fully understand
the potential risks and rewards associated with the decision to
invest in ordinary shares in the Company (the "New Shares").
Approval of the Prospectus by the FCA should not be understood as
an endorsement of the New Shares. When made generally available,
copies of the Prospectus may, subject to any applicable law, be
obtained from the registered office of the Company and will be made
available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website. This announcement does not constitute, and may
not be construed as, an offer to sell or an invitation to purchase
investments of any description, a recommendation regarding the
issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the
basis of any contract of sale, investment decision or any decision
to purchase New Shares.
Before investing you should consider the suitability of such
investment in consideration of your investment objectives, attitude
and appetite to risk. The attention of investors is drawn to the
risks associated with an investment in the New Shares which are
detailed in the Prospectus. These risks include the following.
-- The value of an investment in the Company, and the returns
derived from it, if any, may go down as well as up and an investor
may not get back the amount invested.
-- The Company's investment portfolio may not perform as
anticipated at the time of investment and may be loss-making.
-- The market price of the New Shares may uctuate independently
of their Net Asset Value and the New Shares may trade at a discount
or premium to their Net Asset Value at different times and it may
be dif cult for Shareholders to realise their investment.
-- Any target returns published by the Company are targets only.
There is no guarantee that any such returns can be achieved or can
be continued if achieved, nor that the Company will make any
distributions whatsoever.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is the sponsor to the
Company. Numis is acting exclusively for the Company and for no-one
else in connection with the Initial Issue and the Issuance
Programme. Numis will not regard any other person (whether or not a
recipient of this announcement or the Prospectus) as its client in
relation to the Initial Issue or the Issuance Programme and will
not be responsible to anyone other than the Company for providing
the protections afforded to its clients or for providing advice in
relation to the Initial Issue, the Issuance Programme, the contents
of this announcement or the Prospectus or any transaction or
arrangement referred to in the Prospectus. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Numis by FSMA or the regulatory regime established thereunder,
Numis does not make any representation, express or implied, in
relation to, nor accepts any responsibility whatsoever for, the
contents of this announcement or the Prospectus or any other
statement made or purported to be made by it or on its behalf in
connection with the Company, the Investment Adviser, the New
Shares, the Initial Issue, the Issuance Programme or any Admission.
Numis and its affiliates accordingly, to the fullest extent
permitted by law, disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement, the Prospectus, or any such statement.
The New Shares have not been and will not be registered under
the United States 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, or under any
of the relevant securities laws of Australia, Canada, the Republic
of South Africa, New Zealand or Japan, or any Member State of the
European Economic Area (other than to professional investors in
Ireland) or their respective provinces, territories or possessions.
No action has been taken by the Company or Numis that would permit
an offering of any shares in the capital of the Company or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and Numis to inform themselves about, and to observe, such
restrictions.
The New Shares may not (unless any exemption from such
registration or laws is available) be offered, sold, resold,
pledged, delivered, distributed or otherwise transferred, directly
or indirectly, into or within the United States, or to, or for the
account or benefit of, "US Persons" (as defined in Regulation S
under the Securities Act ("Regulation S")) or in Australia, Canada,
the Republic of South Africa, New Zealand or Japan or their
respective provinces, territories or possessions. No public
offering of the New Shares is being made in the United States. The
New Shares may be offered and sold only outside the United States
to non-US Persons in "offshore transactions" within the meaning of,
and in reliance on, Regulation S. Any sale of Shares in the United
States or to US Persons may only be made to a limited number of
persons reasonably believed to be "qualified institutional buyers"
("QIBs"), as defined in Rule 144A under the Securities Act, that
are also "qualified purchasers" ("Qualified Purchasers"), as
defined in the United States Investment Company Act of 1940, as
amended (the "Investment Company Act") and that execute a
representation letter and participate in the Placing. The Company
has not been and will not be registered under the Investment
Company Act and, as such, investors will not be entitled to the
benefits of the Investment Company Act. No offer, purchase, sale or
transfer of the New Shares may be made except under circumstances
which will not result in the Company being required to register as
an investment company under the Investment Company Act. A US Person
that acquires New Shares may be required to sell or transfer these
New Shares to a person qualified to hold New Shares or forfeit the
New Shares if the transfer is not made in a timely manner.
Neither the United States Securities and Exchange Commission
(the "SEC") nor any securities regulatory authority of any state or
other jurisdiction of the United States has approved or disapproved
of the New Shares or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The information and opinions contained in this announcement are
provided as at the date of the announcement and are subject to
change without notice and no representation or warranty, express or
implied, is or will be made in relation to the accuracy or
completeness of the information contained herein and no
responsibility, obligation or liability or duty (whether direct or
indirect, in contract, tort or otherwise) is or will be accepted by
the Company, the Investment Adviser, Numis or any of their
affiliates or by any of their respective officers, employees or
agents to update or revise publicly any of the statements contained
herein. No reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. The document has not been
approved by any competent regulatory or supervisory authority.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "forecasts", "projects", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts.
All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be
important factors that could cause the Company's actual results to
differ materially from those indicated in these statements. These
factors include but are not limited to those described in the part
of the Prospectus entitled "Risk Factors", which should be read in
conjunction with the other cautionary statements that are included
in this announcement. Any forward-looking statements in this
announcement reflect the Company's current views with respect to
future events and are subject to these and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations and growth strategy and the liquidity of New
Shares. Given these uncertainties, prospective investors are
cautioned not to place any undue reliance on such forward-looking
statements.
These forward-looking statements apply only as of the date of
this announcement. Subject to any obligations under applicable law
or UK regulatory requirements (including FSMA, the Listing Rules,
the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules and the Prospectus Regulation Rules), the
Company undertakes no obligation publicly to update or review any
forward looking statement whether as a result of new information,
future developments or otherwise. Prospective investors should
specifically consider the factors identified in this announcement
which could cause actual results to differ before making an
investment decision.
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; (c) local implementing measures of (a) and (b); and (d)
where applicable to UK investors or UK firms, the UK version of (a)
and (b) as incorporated into UK law by the European Union
(Withdrawal) Act 2018, as amended and supplemented and including
the FCA's Product Intervention and Governance Sourcebook (PROD)
(the "UK MiFID Laws") ((a) to (d) 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
Shares have been subject to a product approval process, which has
determined that the New Shares are: (i) compatible with an end
target market of 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 or the UK MiFID Laws; and (ii) eligible for
distribution through all such distribution channels as are
permitted by MiFID II or the UK MiFID Laws (the "Target Market
Assessment"). Notwithstanding the Target Market Assessment,
distributors should note that: the price of New Shares may decline
and investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an
investment in New 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 Placing 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 the UK MiFID Laws (as applicable);
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 Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the New
Shares and determining appropriate distribution channels.
PRIIPS
A Key Information Document in respect of the Shares is available
to investors at the Company's website. If you are distributing the
New Shares, it is your responsibility to ensure that the a Key
Information Document is provided to any clients that are "retail
clients". The Company is the only manufacturer of the Shares for
the purposes of the UK version of Regulation (EU) No 1286/2014 of
the European Parliament and of the Council of 26 November 2014 on
key information documents for packaged retail and insurance-based
investment products (PRIIPs), which forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended (the "UK
PRIIPs Laws" or Regulation (EU) No 1286/2014 (the "PRIIPs
Regulation") and neither the Investment Adviser nor Numis is a
manufacturer for these purposes. Neither the Investment Adviser nor
Numis makes any representations, express or implied, or accept any
responsibility whatsoever for the contents of any Key Information
Document prepared by the Company nor accepts any responsibility to
update the contents of any Key Information Document in accordance
with the UK PRIIPs Laws or the PRIIPs Regulation, to undertake any
review processes in relation thereto or to provide such Key
Information Document to future distributors of New Shares. Numis,
the Investment Adviser and their respective affiliates accordingly
disclaim all and any liability whether arising in tort or contract
or otherwise which it or they might have in respect of any Key
Information Document prepared by the Company.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
IOEBKOBQKBKBNQK
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