Proposed Issue of Equity

RNS Number : 4864D

International Public Partnership Ld

10 October 2018

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE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

10 October 2018

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 is seeking to raise additional funds  through the issue of ordinary shares of 0.01p each 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 Board is launching the fund raising in response to shareholder feedback indicating a demand to reinvest into the infrastructure sector following recent market transactions, to repay drawn facilities and to provide sufficient resources for the Company's contracted future acquisitions and other planned investments.

The Board are proposing to undertake the Issue at an Issue price per New Ordinary Share of 152.5p which, represents a premium to the Directors' estimate of the Company's ex-dividend net asset value ("NAV").

At present, £24.8 million is currently drawn of the cash component of the Company's corporate debt facility.  Following the Company's investment in the Dudgeon OFTO project of c.£47 million which is anticipated to complete in October 2018, approximately £72 million will be drawn on the cash component of the corporate debt facility.  The Company's pipeline of opportunities is strong and, looking forward, it is currently anticipated that a further c. £200 million will be required to be drawn under the Company's corporate debt facility during 2019 in order to meet the Company's contractual obligations with respect to its final investments in the Cadent gas distribution business together with further amounts required, in due course, to fund the Company's additional commitments to other planned investments.

Given the investment commitments and investment opportunities noted above and having regard to wider market considerations the Company believes that it is appropriate at this time to seek to raise  approximately £75 million of further equity capital in order to pay down the anticipated drawn balance of corporate debt facility after the Dudgeon acquisition.  The Board may consider raising additional amounts at their discretion and depending on shareholder demand to address in part the additional commitments and opportunities of the Company referred to above. In the event of excess demand the Board would in exercising their discretion as to allotment expect to give preference to existing shareholders when allocating stock.

The Company remains 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 is expected to close at 12 noon (London time) on Wednesday, 24 October 2018, but may close earlier or later at the absolute discretion of the Board.

Qualified investors are invited to apply for New Ordinary Shares by contacting Numis on the contact details below. The decision to allot New Ordinary Shares to any qualified investor shall be at the absolute discretion of the Board and Numis.

Expected Timetable

Fund raise opens	10 October 2018
Latest time and date for receipt of commitments     under the Placing	12 noon 24 October 2018
Announcement of results of the Placing	7.00 a.m. 25 October 2018
Admission and dealings in New Ordinary Shares on the         London Stock Exchange's Main Market	8.00 a.m. 29 October 2018

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.

 

END

 

 

IOEUKAWRWWARRAA