C Share Issue

RNS Number : 4989K

GCP Infrastructure Investments Ltd

22 August 2012

 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA

This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, shares in any jurisdiction.

GCP Infrastructure Investments Limited (the "Company")

C Share Issue

22 August 2012

C Share Issue

In the Company's interim management statement released on 9 August 2012, the Company noted that the directors of the Company (the "Board") were considering various near term funding options to take advantage of a significant pipeline of investment opportunities built up by Gravis Capital Partners LLP (the "Investment Adviser") on behalf of the Company and the Company's subsidiary, GCP Infrastructure Fund Limited (the "Master Fund"). Further to the interim management statement, the Board is pleased to announce its intention to proceed with an issue of C Shares of £0.01 each ("C Shares") by way of a placing and offer for subscription, with a target size in excess of £80 million and an issue price of £1.00 per C Share (the "Issue").

Since its launch in July 2010, the Company has achieved its stated objectives, with substantially all of the capital raised by the Company (at its launch, through last year's C Share issue and by way of a number of tap issues) deployed in a diversified Master Fund portfolio that consisted of 22 infrastructure debt investments with a value of £154 million as at 31 July 2012.

The Company has seen substantial evidence of growing demand for long term debt finance for infrastructure projects generating public sector-backed cash flows and the Investment Adviser has continued to build an extensive pipeline, which is substantially in excess of £80 million, and which the Board believes is made up of a number of highly attractive investment opportunities. Therefore, in view of the significant pipeline of investment opportunities available and the continued high degree of investor support for the Company's shares, the Board believes that it is appropriate for the Company to proceed with the Issue.

The C Shares will be a separate pool of capital of the Company, which will convert into Ordinary Shares on the earlier of (i) the date when the value of the investments of the Master Fund is equal to or greater than 90 per cent. of the net asset value of the Master Fund and (ii) the date falling six months after admission of the C Shares to the standard listing segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"), or sooner in other limited circumstances. As with last year's C Share issue, holders of Master Fund Income and Accumulation shares will also have the opportunity to exchange their shares in the Master Fund for Ordinary Shares in the Company at Admission.

It is envisaged that a prospectus in relation to the Issue will be published by the Company in mid-September along with a circular which will be posted to shareholders of the Company to convene an extraordinary general meeting of the Company ("EGM"), expected to be held on 5 October 2012, in order to seek shareholder approval of certain matters that are required in connection with the Issue.  The resolutions to be proposed at the EGM will be to increase the authorised share capital of the Company in order to provide sufficient headroom for the Issue and to disapply the pre-emption rights contained in the articles of association of the Company in relation to the Issue. Admission is expected in mid-October 2012.

Contact details:
Gravis Capital Partners LLP
Stephen Ellis	[phone]
Rollo Wright	[phone]
Oriel Securities	[phone]
Emma Griffin
Joe Winkley
Gareth Price
Neil Winward
Buchanan	[phone]
Charles Ryland
Nicola Cronk

Information on GCP Infrastructure Investments Limited

The Company is a listed closed-ended investment company that seeks to generate returns from UK infrastructure debt and related and/or similar assets (the "Target Assets"). The Company achieves this by investing substantially all of its capital in the Master Fund, an open-ended investment company that holds the Target Assets. The Company is the majority shareholder of the Master Fund.

This announcement is neither an advertisement, a prospectus nor a financial promotion. Any investment in any shares referred to in this announcement may be made only on the basis of information in the prospectus (the "Prospectus") proposed to be published by GCP Infrastructure Investments Limited in due course in connection with, inter alia, the proposed admission of its to be issued C shares of £0.01 each to the standard listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange. Copies of the Prospectus will, following publication, be available from the Company's registered office.

This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan, or South Africa. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa.  The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.  The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

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 Oriel Securities Limited 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.

Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor to the Company and is acting for no-one else in connection with the Issue and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in connection with the Issue and the contents of this announcement or any other matter referred to herein.

Forward-looking Statements

This announcement contains "forward-looking" statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Board's and / or the Investment Adviser's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "anticipates", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Board, the Company or the Investment Adviser with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which it operates.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Services Authority.

 

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