Issue of Equity

RNS Number : 4546I

HICL Infrastructure Company Ld

03 July 2013

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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.  THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.

3 July 2013

HICL Infrastructure Company Limited (the "Company" or "HICL")

Issue of equity

Introduction

The Board of HICL today announces a proposal to raise up to £86.0 million through an issue of Ordinary Shares 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 HICL's corporate broker, Canaccord Genuity Limited ("Canaccord Genuity").

The net proceeds of the Issue will be applied in addressing the Company's net funding requirement of £85 million, which is attributable to the four acquisitions announced on 1 July.

By applying the proceeds of the Issue to meet the Company's net funding requirement, the Company will be well placed to take advantage of further investment opportunities which the Directors and the Investment Adviser anticipate arising in the coming months.

Details of the Issue and expected timetable 

Under the terms of the Issue, HICL intends to issue up to £86.0 million in Ordinary Shares of 0.01 pence each in the capital of the Company, under authority granted by Shareholders at its Extraordinary General Meeting in March of this year.

The Issue will be non pre-emptive, and will be launched immediately following this announcement.  The number and price of the New Ordinary Shares will be determined at the close of the bookbuild for the Issue at noon on Friday 5 July and announced shortly thereafter.

Canaccord Genuity will today commence the bookbuilding process to determine the level of demand from potential investors for participation in the Issue. The New Ordinary Shares are not being offered at a fixed price. The number of New Ordinary Shares to be issued and the price per New Ordinary Share (the "Issue Price") will be agreed between Canaccord Genuity and the Company following completion of the bookbuild.  The number of New Ordinary Shares and the Issue Price will be announced on a Regulatory Information Service following completion of the bookbuild.

To bid in the bookbuild, investors should communicate their bid (or bids) by telephone to their usual sales contact at Canaccord Genuity.  Each bid should state the number of New Ordinary Shares which the prospective investor wishes to subscribe for 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. No more than £86.0 million (at the Issue Price) of New Ordinary Shares will be issued in aggregate. If the Issue Price is below the Company's prevailing net asset value per Ordinary Share, the Issue will not proceed.

The bookbuild is expected to close no later than noon (London time) on 5 July 2013 but may be closed earlier or later at the discretion of the Company and Canaccord Genuity.  Canaccord Genuity may, in agreement with the Company, accept bids that are received after the bookbuild has closed.

Subject to the above, Canaccord Genuity 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 Canaccord Genuity may determine.  Canaccord Genuity 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.

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 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 10 July 2013 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).

For further information, please contact: 

InfraRed Capital Partners Limited Tony Roper Keith Pickard Robin Hubbard	[phone]
Canaccord Genuity Limited Robbie Robertson Dominic Waters Neil Brierley Will Barnett Gavin Tooke David Yovichic Lucy Lewis	[phone]
Tulchan Communications                      Ed Orlebar	[phone]
Dexion Capital (Guernsey) Limited Gillian Newton	[phone]

Important Information

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 Canaccord Genuity Limited ("Canaccord") 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 or Japan 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 in the United States, Australia, Canada or Japan or any jurisdiction in which such an offer or solicitation is unlawful.

 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.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for HICL Infrastructure Company Limited and is acting for no-one else in connection with the Issue.

InfraRed Capital Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, acts as Investment Adviser to HICL Infrastructure Company Limited and is acting for no-one else in connection with the Issue.

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.

 

END

 

 

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