Proposed Issue of Equity

RNS Number : 2723D

International Public Partnership Ld

05 July 2016

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA, ANY JURISDICTION OF THE EEA OTHER THAN THE UK OR IRELAND, 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

5 July 2016

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 £75 million (before costs) through the issue of ordinary shares of 0.01p in the capital of the Company (the "New Ordinary Shares") by way of issuance under the Company's placing programme (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 Company's obligations under its revolving credit facility following further investment into the Thames Tideway project and to meet the investment commitments falling due following financial close of the recently announced Building Schools for the Future acquisitions from Balfour Beatty and Carillion.  The aggregate of these amounts to approximately £96.3 million and are additional to the pre-existing approximately £140.5m of binding further investment commitments entered into by the Company which are backed by letters of credit issued under the Company's revolving credit facility.

The Company has a strong pipeline of short and medium term opportunities which includes:

i.      future investment commitments to the Thames Tideway Tunnel project through its period of construction.  These future commitments are binding on INPP and are secured through the Company's revolving credit facility which is expected to be progressively drawn down to meet these commitments as they fall due;

ii.     future binding investment commitments of the Company relating to two Australian projects: Victoria Schools II; and Gold Coast Light Rail 2.  Again these are secured through the Company's revolving credit facility which is expected to be progressively drawn down to meet these commitments as they fall due; and

iii.     further possible investment into Building Schools for the Future projects additional to those announced recently.

The Company's total further binding investment commitments crystallising during 2016 are expected to be around £35.2m, with £103.5m of additional investment commitment crystallising in the period to the end of March 2018.**

In addition, the Company's Investment Adviser, Amber Infrastructure, continues to work on a number of further investment opportunities that offer promise to the Company but are at an earlier stage.  It is the view of the Company that reducing the level of the drawn and committed balance of the Company's revolving debt facility so that such amounts are available to be re-drawn in the future will materially assist the realisation of some of these opportunities.

The Board has obviously taken note of the results of the UK's referendum on EU membership.  The principal short term impact on the Company has been through FX movements where the weakening of the pound sterling against other currencies has had a positive effect on the valuation of the Company's non-UK assets.  The Company continues to hedge its short term revenues from its non-UK assets to reduce the risk of volatility in its projected sterling denominated cashflows.

The wider effects of Brexit are harder to assess but in the view of the Board are likely to include interest rates staying lower in the UK for longer.  Recent reductions in the yield on UK government debt are therefore also positive indicators for the Company and its NAV.  The Company continues to review a wide range of interesting new opportunities and notes that Brexit may well increase demand from investors for access to infrastructure assets (such as those the Company invests in) which offer long duration with a predictable yield from creditworthy counterparties where performance can be expected to be largely uncorrelated with other asset classes. 

The prospectus in connection with the placing programme under which the Issue is being made was published on 19 October 2015 and can be found, as well as a supplementary prospectus published by the Company on 9 May 2016 (together, the "Prospectus") on the Company's website (www.internationalpublicpartnerships.com).

Terms not otherwise defined in this announcement have the meanings given to them in the Prospectus.

The Prospectus (together with this announcement) contains the full terms and conditions of the Issue, including but not limited to Part VII and the section entitled "Terms and Conditions of the Placing and each Subsequent Placing".

The Issue will in accordance with the approval given by shareholders last year 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 13 July 2016, 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 not be less than the Company's most recently published net asset value per Ordinary Share plus any premium agreed by the Company's directors and Numis to reflect, inter alia, the costs and expenses of the Issue.

The bookbuild is expected to close at noon (London time) on  Wednesday 13 July 2016 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 and the terms applicable to Subsequent Placings under the Prospectus: (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.

The Board may in its discretion depending on demand from investors also increase the size of the issue so as to raise up to £125m (before costs).  Under the terms of the Issue, the Company has the ability to issue up to a maximum of 228,571,428 New Ordinary Shares on a non pre-emptive basis, under the authority granted by Shareholders at the Extraordinary General Meeting on 10 November 2015 (after taking into account the 137,142,857 ordinary shares issued on 18 November 2015 under the same authority). The Board, in consultation with Numis, may also decide to raise a lesser amount than £75m or indeed not to proceed with the Issue for any reason.  In the latter case an announcement will be made by the Company.

INPP will be holding an analyst conference call today at 3.30pm to discuss today's announcement.  Those analysts wishing to attend are asked to RSVP to Ed Berry at FTI Consulting on [phone] / [e-mail]

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 8.00 am on 18^th July 2016 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).

** The estimated investment value reflects the Directors' current unaudited estimate, based on the current pipeline of opportunities under review by the Company and its investment adviser. It is an estimate only and the actual volume of opportunities realised may well be higher or lower (or even nil). Realisation of any investment opportunity will be dependent on a range of factors and there can be no assurance that any of these investment opportunities will be acquired by the Company.

For further information:

Erica Sibree                                                    [phone]
Amber Fund Management Limited                                

Chris Gook (Sales)                                           [phone]

Hugh Jonathan / Nick Westlake (Corporate)          [phone]/1345
Numis Securities

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

  Important Information:

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by Numis Securities Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 Ordinary Shares are reminded that any such acquisition must be made only on the basis of the information contained in the prospectus published by the Company dated 19 October 2015 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.

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, any EEA jurisdiction other than the UK or Ireland, 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 and Ireland.  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 Conduct 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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