Result of Placing of Ordinary Shares

RNS Number : 1333R

Sequoia Economic Infra Inc Fd Ld

07 December 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.

This announcement is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell, issue, purchase or subscribe for, or any solicitation of any offer to sell, issue, purchase or subscribe for, any shares in the Company (as defined below) or securities in any other entity 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 or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus published by the company in connection with the company's placing programme (the "Prospectus").

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

Result of Placing of Ordinary Shares under Placing Programme

7 December 2016

On 26 October 2016, the Company announced it was targeting a placing of in excess of £40 million of new Ordinary Shares under its Placing Programme under which the Company has authority to issue up to a maximum of 120 million shares (the "Placing"), as detailed in the Company's Prospectus dated 6 May 2016.

The Board is pleased to announce that the Placing has been significantly oversubscribed and investor demand for the Placing has significantly exceeded the maximum amount of 120 million new Ordinary Shares which can be issued pursuant to the Company's Placing Programme.

The Board after consideration and consultation with the Investment Adviser and the bookrunner, has determined to issue the maximum number of new Ordinary Shares available under the Placing Programme. A total of 120 million new Ordinary Shares will be issued at a price of 105.0 pence per new Ordinary Share (the "Placing Price") pursuant to the Placing (the "New Shares"). Accordingly, the gross proceeds of the Placing will be approximately £126 million.

The Board has taken into account the strength of the Investment Adviser's near term investment pipeline and the Company's stated dividend target. The Company's near term investment pipeline consists of approximately £130 million of opportunities with over £300 million of additional opportunities available to the Investment Adviser.  

A scaling back exercise has been undertaken with respect to applications received pursuant to the Placing.

Application has been made for the New Shares to be admitted to the Official List and to trading on the London Stock Exchange's premium segment of the Main Market ("Admission"). A total of 120,000,000 New Shares will be issued (subject to Admission). It is expected that Admission will become effective and dealings in the New Shares will commence on 9 December 2016. Once issued, the New Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the Company will have 595,412,613 Ordinary Shares in issue. Therefore, the total number of voting rights of the Company will be 595,412,613 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company.

Stifel Nicolaus Europe Limited acted as Sponsor and Sole Bookrunner.

Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the prospectus of the Company dated 6 May 2016.

For more 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 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 equity issue. Stifel will not regard any other person as its client in relation to 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 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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