Proposed Issue of Equity

RNS Number : 3328M

International Public Partnerships

16 September 2019

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE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

                                                                                                                                                            16 September 2019

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 order to repay drawn facilities and to provide additional 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 154p which, represents a premium of 5.0% to the 30 June 2019 Company's ex-dividend net asset value ("NAV").

Following recent investments the Company is £143 million drawn against its £400 million corporate debt facility and it has also committed to invest a further c.£75 million in the nearer term including the Rampion offshore transmission project. In addition, the Company is confident that there is a strong pipeline of opportunities in the U.K. and overseas currently under consideration additional to the need to reduce the corporate debt facility.

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 corporate debt facility.  The Board may consider raising additional amounts at their discretion and depending on shareholder demand pay down the debt facility further and additional commitments and opportunities of the Company referred to above.  The Board may consider raising additional amounts at their discretion depending on shareholder demand, in order to pay down the debt further or utilise the equity raised for the additional commitments and opportunities referred to above.

The New Ordinary Shares will, when issued, rank pari passu with the existing Ordinary Shares.  For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Issue will not qualify for the interim dividend of 3.59p per existing Ordinary Share in respect of the period ending 30 June 2019 and which is expected to be paid on 7 November 2019. 

The Issue is expected to close at 4pm (London time) on Thursday, 26 September 2019, 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	16 September 2019
Latest time and date for receipt of commitments under the Placing	4.00 p.m. on 26 September 2019
Announcement of results of the Placing	7.00 a.m. on 27 September 2019
Admission and dealing in New Ordinary Shares on the London Stock Exchange's Main Market	8.00 a.m. on 1 October 2019

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 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 applying to acquire New Ordinary Shares, be deemed to have represented that it is lawful for them to have made such an application 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.

Members of the public are not eligible to participate in the Issue.   This announcement is directed only at persons selected by Numis who are "investment professionals" falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within article 49(2) of the FPO or to persons to whom it may otherwise lawfully be communicated under the FPO (all such persons together being referred to as "relevant persons").  Only relevant persons may participate in the Issue.

The New Ordinary Shares that are the subject of the Issue are not being offered or sold to any person in the European Economic Area (EEA), other than to persons who are both (i) "qualified investors" as defined in article 2(e) of the Prospectus Regulation ((EU)2017/1129) (the "Prospectus Regulation"), which includes legal entities which are regulated by the Financial Conduct Authority or entities which are not so regulated whose corporate purpose is solely to invest in securities and (ii) persons to whom the New Ordinary Shares may be lawfully marketed under the EU Alternative Investment Fund Managers Directive (No. 2011/ 61/EU) or the applicable implementing legislation (if any) of the member state of the EEA in which such person is domiciled or in which such person has a registered office.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the United States) except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Issue is being made (i) outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or to U.S. Persons that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act in reliance on an exemption from registration provided by section 4(A)(2) under the U.S. Securities Act.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act. This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory").  This Announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation.  No action has been taken by the Company, Numis or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, Affiliates) that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required.  Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, in the UK being the FCA's Product Intervention and Governance Sourcebook (PROD) (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of professionally advised retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution a) if to professionally advised retail investors, through advised distribution channels only; or b) through such distribution channels as are appropriate to professional clients and eligible counterparties, (in each case) as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only contact prospective applicants for participation in the Issue who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

 

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