Proposed Placing Programme Issue

RNS Number : 4299N

Sequoia Economic Infra Inc Fd Ld

26 October 2016

 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING TO U.S. PERSONS, AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE US SECURITIES ACT OF 1933, AS AMENDED, THE "SECURITIES ACT"), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

26 October 2016

Sequoia Economic Infrastructure Income Fund Limited (the "Company")

Proposed Placing Programme Issue

Background

Further to the announcement by the Company on 18 October 2016, the Company has now invested, or committed to invest substantially all of the proceeds from its prior C Share issue which closed in June 2016.

In addition, on 17 October 2016, the Company announced that it has entered into an 18-month £40 million secured loan. The proceeds of the loan are to be used in or towards the making of investments in accordance with the Company's investment policy.

Notwithstanding this additional capital, in the opinion of the Investment Adviser, the quantum and quality of currently available investment opportunities meeting the Company's investment policy is such that further equity capital is required by the Company.

As such the Board of Directors (the "Board" or the "Directors") is pleased to announce that it intends to issue new Ordinary Shares by way of a placing of new Ordinary Shares ("New Shares") under the Placing Programme (the "Placing"). The proceeds from the Placing will be deployed in accordance with the Company's investment policy to take advantage of these opportunities.

Proposed Placing under the Placing Programme

The Company intends to raise gross proceeds in excess of £40 million through a Placing under the Placing Programme. The Directors may, at their discretion, increase the size of the Placing after considering information in regard to the market opportunities at the time of the close.

The issue price of the New Shares will be announced separately on or around 22 November 2016 (the "Placing Price"). The Placing Price will be at a price which is NAV accretive for existing shareholders.

Stifel Nicolaus Europe Limited ("Stifel") is acting as sole sponsor, financial adviser and bookrunner to the Company.

Participation in the Placing will only be available to Qualified Investors and application will be made for the admission of the New Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.

Qualified Investors should communicate their firm interest to their usual sales contact at Stifel. The decision to allot any New Shares to any Qualified Investors shall be at the discretion of the Company and Stifel. Stifel reserves the right, after consultation with the Company and the Investment Adviser, to scale back applications under the Placing at their absolute discretion in such amounts as they consider appropriate.

The Placing is subject to the terms and conditions of the Placing Programme set out in the Prospectus published on 6 May 2016.

Expected Timetable

The Placing is expected to close at 11.00am (London time) on 6 December 2016. The Placing Price will be announced on or around 22 November 2016.

Dividends

For the avoidance of doubt, Qualified Investors who participate in the Placing will not be entitled to the dividend in respect of the quarter to 30 September 2016, to be paid to existing shareholders on 25 November 2016. Qualified Investors who are allotted New Shares will be entitled to the dividend in respect of the quarter ended 31 December 2016 (expected to be declared in January 2017).

The Placing Programme

On 6 May 2016, the Company announced that it had published a prospectus in connection with the Company's prior C Share issue (the "Prospectus"). As part of the Prospectus, the Board resolved to implement a Placing Programme which will become effective after Conversion of the C Shares into Ordinary Shares (expected to take place on 1 November 2016). Pursuant to the Placing Programme Prospectus, up to a maximum of 120 million New Shares can be issued. The latest date for Ordinary Shares to be issued under the Placing Programme is 5 May 2017.

On 8 September 2016, the Company published a Supplementary Prospectus following the publication of the Company's audited financial statements for the year ended 31 March 2016. The Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 6 May 2016.

A copy of the Prospectus and Supplementary Prospectus have been submitted to the National Storage Mechanism and are available for inspection at: www.morningstar.co.uk/uk/nsm as well as on the Company's website at http://www.seqifund.com/downloads.

Admission to trading

Applications will be made for the New Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that admission will become effective, and that dealings in the New Shares will commence on or around 9 December 2016.

Further details

The Company expects to announce its Interim Results in respect of the period to 30 September 2016 on 21 November 2016. 

The ticker for the Ordinary Shares is SEQI. The ISIN for the Ordinary Shares is GG00BV54HY67 and the SEDOL is BV54HY6.

Defined terms used in this announcement shall (unless the context otherwise requires) have the same meaning as set out in the Prospectus.

Following C Share Conversion and effective from 1 November 2016, the Company's share capital will consist of 475,215,705 Ordinary Shares. Additionally, the Company has made an application for 196,908 Ordinary Shares to be admitted on 4 November 2016 in relation to fees payable to the Investment Adviser for the three month period ended 30 September 2016. Following admission of these Ordinary Shares, expected on 4 November 2016, the Company's issued share capital will consist of 475,412,613 Ordinary Shares.

For further information please contact:

Sequoia Investment Management Company Steve Cook Dolf Kohnhorst Randall Sandstrom Greg Taylor	[phone]
Stifel Nicolaus Europe Limited Neil Winward Mark Bloomfield Gaudi Le Roux	[phone]
Praxis Fund Services Limited (Company Secretary) Shona Darling	[phone]

IMPORTANT NOTICES

Neither this announcement nor the information contained herein is for release, publication or distribution, directly or indirectly, in or into the United States, South Africa, Canada, Australia, New Zealand or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The securities referred to herein have not been and will not be registered under the relevant securities laws of any such excluded territory.

This announcement does not contain, constitute or form part of an offer for sale of, resale of, transfer of or delivery of or the solicitation of an offer to purchase directly or indirectly, securities in the United States or to, or for the account or benefit of a U.S. Person (as defined in Regulation S of the Securities Act). The securities referred to herein have not been, and will not, be registered under the Securities Act or any other applicable securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United states or to, or for the account or benefit of, any U.S. Person absent registration or an applicable exemption from the registration requirements of the Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction in the United States.  The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, and neither the Investment Manager nor the Investment Adviser will be registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. Consequently, investors will not be entitled to the benefits and protections of the U.S. Investment Company Act of 1940, as amended or the U.S. Investment Advisers Act of 1940, as amended. The shares of the Company will be offered and sold only to non-US persons outside the United states in reliance on Regulation S under the Securities Act There will be no offer of the Company's securities in the United States. The distribution of this document may also be restricted by law in other jurisdictions.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities 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, any contract.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Subject to certain exceptions, the securities referred to herein may not be offered or sold in South Africa, Canada, Australia, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan, Australia, New Zealand or South Africa. There will be no offer of the C Shares or Ordinary Shares in the United States, Canada, South Africa, Japan, Australia or New Zealand.

In member states of the European Economic Area (the "EEA"), this announcement is directed only at (a) persons who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, including by Directive 2010/73/EU, to the extent such amendments have been implemented in the relevant Member State and including any relevant implementing measure in the relevant Member State); (b) in the United Kingdom, Qualified Investors who are persons who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc'') of the Order; or (iii) are persons to whom It may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement  relates  is available  only to  Relevant  Persons and  will  be engaged  in only with  relevant persons.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated  in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the potential equity issue. Stifel will not regard any other person as its client in relation to the potential 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 potential issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Stifel nor any of its directors, officers, employees, advisers, affiliates or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiary, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

The Company has been established in Guernsey and has been registered as a registered closed-ended collective investment scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. It is suitable only for professional or experienced investors, or those who have taken appropriate professional advice.

Regulatory requirements which may be deemed necessary for the protection of retail or inexperienced investors, do not apply to listed funds. By investing in the Company you will be deemed to be acknowledging that you are a professional or experienced investor, or have taken appropriate professional advice, and accept the reduced requirements accordingly.

You are wholly responsible for ensuring that all aspects of the Company are acceptable to you. Investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of the Company and the potential risks inherent in it you should not invest in the Company.

Further information in relation to the regulatory treatment of listed funds domiciled in Guernsey may be found on the website of the Guernsey Financial Services Commission at http://www.gfsc.gg/The- Commission/Pages/Home.aspx

 

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