Proposed Issue of Equity

RNS Number : 7802X

International Public Partnership Ld

29 November 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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 OR FORM PART OF ANY OFFER TO ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.

29 November 2017

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 target a raise of approximately £80 million (before costs) through the issue of ordinary shares of 0.01p each in the capital of the Company (the "New Ordinary Shares") by way of a placing under the terms of the Company's ongoing issuance programme (the "Issue"). The Issue will be made to qualifying investors through the Company's corporate broker, Numis Securities Limited ("Numis").

The Company announced on 28 November 2017 that it had acquired an additional interest in the Australian rolling stock public-private partnership, the Reliance Rail PPP Project ("Reliance Rail"). The Company has made an investment in this project of approximately £88 million.

The Company also announced on 27 November that Transmission Capital Partners had been awarded preferred bidder status for the long-term license and operation of a further offshore transmission project being the transmission cable connection to the Dudgeon Offshore Wind Farm.  The Company expects to invest around c.£50 million upon financial close, with financial close estimated in the second quarter of 2018.

After the investment in Reliance Rail, the Company will be approximately £80 million drawn on the cash component of its corporate debt facility. It is also anticipated that an additional c.£14 million will be drawn by the end of December in order to facilitate already committed investment into the Victoria Schools, Gold Coast Light Railway and the Thames Tideway Tunnel projects.

Given the investments and investment opportunities noted above, the Company believes that it is appropriate to consider raising further equity capital in order to pay down the drawn corporate debt facility. If there is excess demand, the total fund raising will not exceed the aggregate of the current drawn balance plus the committed investment anticipated to be made in the remainder of 2017.

The Company remains strongly positive about its prospects regarding both the performance of its existing investments and the opportunity to add high-quality investments to the portfolio in the short-to-medium term. 

The Issue will not be 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 5 December, 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, but at the Strike Price which will be determined by the bookbuild.  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 5 December 2017 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.

The issue of shares is taking place under the Placing Programme set out in the Company's prospectus date 12 April 2017 (the "Prospectus") and is a Subsequent Placing (as defined therein).  Terms and conditions set out on pages 194 to 195 of the Prospectus apply to all subscriptions of New Ordinary Shares under the Issue.

Expected Timetable

Fund raise opens	29 November 2017
Latest time and date for receipt of commitments     under the Placing	12 noon 5 December 2017
Announcement of results of the Placing	7.00 a.m. 6 December 2017
Admission and dealings in New Shares on the         London Stock Exchange's Main Market	8.00 a.m. 8 December 2017

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of Regulation (EU) No 596/2014) prior to its release as part of this announcement.

For further information:

Erica Sibree                                                                        [phone]

Amber Fund Management Limited                                                         

Hugh Jonathan                                                                  [phone]

Numis Securities            

Important Notices

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 either Amber Fund Management Limited or by Numis or by any of their 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, Ireland, Sweden and Denmark 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, Ireland, Sweden and Denmark.  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 the Company and is acting for no-one else in connection with the Issue and will not be responsible to anyone other than the Company 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 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 Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus 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.

 

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