Proposed Issue of Equity

RNS Number : 5212X

International Public Partnership Ld

01 September 2015

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE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

International Public Partnership Ltd Proposed Issue of Equity

1 September 2015

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 raise approximately £18 million (before costs) through the issue of up to 13,430,202 ordinary shares of 0.01p 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 net proceeds of the Issue will be used to reduce the drawn element of the Company's debt facility, which, following the recent investments including investments under the Priority Schools Building Programme 'Aggregator' funding programme, is drawn at approximately £82 million.  c.£180 million has also been committed under the facility through the issuance of  letters of credit which provide a guarantee for future investment instalments to the  Thames Tideway Tunnel project through its period of construction. In addition, the Company has a strong pipeline of short and medium term opportunities which includes:

i.   additional commitments to the final announced 'batch' of the Aggregator funding programme, for which the Company is preferred bidder;

ii.   additional investment within the UK offshore transmission sector, where the Company currently has preferred bidder status on its sixth project, Westermost Rough;

iii.   discussions on two further near term investments in the United States and Australia which have reached an advanced stage; and

iv.  a number of other projects in the UK, Europe, Australia and the United States that the Company or its Investment Adviser are bidding on or developing.

The Issue will be non 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 7 September, 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. 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 7 September 2015 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.

Under the terms of the Issue, INPP has the ability to issue up to a maximum of [13,430,202] New Ordinary Shares on a non pre-emptive basis, under authority granted by Shareholders at its Annual General Meeting in June 2015. The Board, in consultation with Numis, may decide not to proceed with the Issue for any reason.  In this case, an announcement will be made by the Company.

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 the 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 9 September 2015 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:

Erica Sibree                                                    [phone]
Amber Fund Management Limited                                

Chris Gook/Todd Davis (Sales)                           [phone]/1381

Nick Westlake/          Hugh Jonathan (Corporate)  [phone]/1263
Numis Securities

Ed Berry/Mitch Barltrop                                     [phone]/1039
FTI Consulting

Notes to Editors:

About International Public Partnerships

International Public Partnerships Limited (INPP) is a listed infrastructure investment company which invests in global public infrastructure projects developed under the public private partnerships (PPP) and private finance initiative (PFI) procurement methods.

Listed in 2006, INPP is a long-term investor in 118  social and transport infrastructure projects, including schools, hospitals, courts, police headquarters, transport and renewable energy projects in the U.K., Europe, Australia and Canada. INPP seeks to provide its shareholders with both a long-term government-backed yield and capital growth through investment across both construction and operational phases of typically 20-40 year concessions.

Visit the INPP website at www.internationalpublicpartnerships.com for more information.

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 Numis 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, Japan or South Africa 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.  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 Services Authority, is acting for International Public Partnerships Limited and is acting for no-one else in connection with the Issue and will not be responsible to anyone other than INPP 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 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.

 

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