Exercise of pre-emption rights

RNS Number : 6217U

Bilfinger Berger Gbl Infrstre SICAV

04 December 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

This Announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in Bilfinger Berger Global Infrastructure SICAV S.A. in any jurisdiction. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness, This announcement 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 nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.

Bilfinger Berger Global Infrastructure SICAV S.A.

Exercise of pre-emption rights for Southern Way (PenLink)

Further to the announcement made by Bilfinger Berger Global Infrastructure SICAV S.A. ("BBGI" or the "Company") on 19 November 2013 in relation to the Company's Placing, Open Offer and Offer for Subscription (the "Issue"), the Company has been notified by Bilfinger Group that the third party shareholder pre-emption rights in relation to the Investment Capital of one of the Pipeline Assets, namely Southern Way (PenLink) ("PenLink"), have been exercised. 

It is expected that the pre-emption will cover the entire Investment Capital that the Company had proposed to acquire in Penlink. As a result, the Acquisition of the Pipeline Assets will no longer include PenLink and the adjusted Price of the remaining Pipeline Assets has been determined to be approximately £154 million pursuant to the Valuation.

The final size of the Issue will be determined and announced in accordance with the current timetable following the closing date for applications under the Issue.

Terms used in this Announcement shall have the same meaning as set out in the Prospectus.

For further information please contact:

BBGI Management Team                                Tel: [phone]

Frank Schramm

Duncan Ball

Jefferies International Limited                        Tel: [phone]

Gary Gould

Alex Collins

Oriel Securities Limited                                  Tel: [phone]

Neil Winward

Tom Yeadon

Maitland                                                          Tel: [phone]

Liz Morley

Important Information

This Announcement has been issued by and is the sole responsibility of the Company.

This announcement is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, 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 whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the prospectus published by the Company and any supplement thereto in connection with the admission of ordinary shares of the Company to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.

Jefferies International Limited and Oriel Securities Limited (together, the Joint Sponsors) each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively for the Company and no-one else in connection with the Issue or the matters referred to in this announcement, will not regard any other person as their respective client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Issue or any transaction or arrangement referred to in this announcement.

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 the Joint Sponsors 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.

This document is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, Japan or the Republic of South Africa, to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. The distribution of this Announcement and the Placing, Open Offer and Offer for Subscription in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Sponsors that would permit an offering of the New Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Sponsors to inform themselves about, and to observe, such restrictions.

The New Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons.  The Company will not be registered as an "investment company" under the Investment Company Act of 1940, and investors will not be entitled to the benefits of that Act.  In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the New Shares may be offered, sold, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or the Republic of South Africa.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor the Joint Sponsors assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

 

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