Issue of Shares

RNS Number : 9179V

Electra Private Equity PLC

20 July 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OF AMERICA OR TO US PERSONS

THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE PROSPECTUS to be PUBLISHED BY ELECTRA PRIVATE EQUITY INVESTMENTS PLC IN CONNECTION WITH THE PROPOSED PLACING

20th July 2009

ELECTRA PRIVATE EQUITY PLC

INTENTION TO RAISE UP TO £60 MILLION BY THE ISSUE OF ZERO DIVIDEND PREFERENCE SHARES

Electra Private Equity plc ('Electra') announces that its new wholly-owned subsidiary, Electra Private Equity Investments PLC (the 'Company') is undertaking an institutional cash placing (a 'Placing') to raise gross proceeds of up to £60 million by the issue of Zero Dividend Preference Shares ('ZDP Shares'). The Company has been incorporated solely for the purpose of issuing and redeeming the ZDP Shares.  

The Company expects to publish a pathfinder prospectus in connection with the Placing on or around 22nd July 2009.

J.P. Morgan Cazenove Limited is acting as sole bookrunner to the Placing. 

Immediately following the Placing, the Company will lend to Electra the net proceeds of the Placing, which will be managed in accordance with Electra's investment policy.

Electra also today announces that it has agreed terms with its existing lenders for a 3.5-year, £185 million multi-currency revolving credit facility. This agreement will expire in January 2013.

          REASONS FOR THE PLACING

The Board of Electra, following discussions with Electra Partners LLP (the 'Manager' or 'Electra Partners'), believes it to be an appropriate time for Electra to seek additional capital to take advantage of current and future private equity investment opportunities. 

In addition, the Placing will diversify Electra's sources of funding and the maturity of that funding and enhance the operational flexibility of the new debt facilities. 

USE OF PROCEEDS

Events in global capital markets over recent months have resulted in a number of new developments. In particular, the Board of Electra believes that:

• distressed sellers exist across the capital structure;
• competition for deals is reduced; 
• there is a shortage of capital to pursue opportunities; and
• as a consequence of significant falls in equity markets the pricing environment is becoming attractive.

These developments, together with Electra's flexible investment mandate will enable the Manager to target a number of opportunities including:

• bolt-on acquisitions to existing investments;
• capital for restructuring, including buyouts;
• private equity into public companies (PIPEs);
• secondary investments, including debt; and
• development capital.

With a proven track record of actively managing its capital structure over the cycle, Electra is currently in a strong position to benefit from these opportunities. Electra has: 

• net liquid resources (no net borrowings);
• an easily manageable level of commitments; and
• a diversified portfolio with defensive qualities.

Sir Brian Williamson, Chairman of Electra, said: 'We believe it to be an appropriate time for Electra to seek additional capital to take advantage of current and future private equity investment opportunities. The Placing will not only diversify our sources of funding and the maturity of that funding, but also improve the operational flexibility of our new debt facilities. The Board of Electra believes that the Zero Dividend Preference Shares offer an attractive level of return combined with a healthy level of cover. 

'We are pleased, in this environment, to have secured renewed banking facilities. Together with our net liquid resources of £87 million as at 30 June 2009, Electra has over £270 million of investment capability and is well positioned to take advantage of the growing number of investment opportunities in the market.'

          PROPOSED TIMETABLE*

Action	Date
Conditional Allocation and Announcement of results of the Placing	30 July 2009
Publication of Prospectus	31 July 2009
Admission to listing of the ZDP Shares Dealings to commence on the London Stock Exchange	5 August 2009

* May be subject to change

For further information, please contact:

J.P. Morgan Cazenove Limited

Michael Wentworth-Stanley/William Simmonds                       Tel: + 44 (0)20 7588 2828

For Electra Private Equity PLC and Electra Partners LLP

Louise Hatch, M:Communications                                           Tel: + 44 (0)20 7153 1516

Caroline Villiers, M:Communications                                       Tel: + 44 (0)20 7153 1521

PROSPECTUS

Copies of the prospectus can be obtained, once available, subject to all applicable law, at no cost from the registered office of the Company, at Paternoster House, 65 St Paul's Churchyard, London EC4M 8AB, and the registered office of Clifford Chance LLP, at 10 Upper Bank Street, London E14 5JJ.

IMPORTANT INFORMATION

J.P. Morgan Cazenove Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company and Electra and no-one else in connection with the Placing and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company and Electra for providing the protections afforded to its clients, or for providing advice in relation to the Placing, the contents of this announcement or any other matter referred to herein.

This announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of any securities of the Company or Electra 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.

The contents of this announcement include statements that are, or may be deemed to be, 'forward-looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will' or 'should' or, in each case, their negative or other variations or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Both the Company and Electra's actual results and performance may differ materially from the impression created by the forward-looking statements. Neither the Company nor Electra undertakes any obligation to publicly update or revise forward-looking statements, except as may be required by applicable law and regulation (including the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority). Nothing in this announcement is intended as, or should be construed as, a profit forecast.

Acquiring investments to which this announcement relates may expose an investor to a risk of losing all of the amount invested. Persons considering investing in such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of shares (including zero dividend preference shares) can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned.

Allocations in the Placing will only be made available to institutional investors in the UK and elsewhere outside the US in reliance on Regulation S under the US Securities Act of 1933.

This announcement (or any part of it) and the information contained herein is not for publication, distribution, reproduction or release in or into, directly or indirectly, the United States of America. These materials do not contain or constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration under that Act or an available exemption from it. The Company does not intend to register the securities or conduct a public offering in the United States. Neither the Company nor Electra will be registered under the US Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.

No securities issued or to be issued by the Company or Electra have been or will be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, such securities may not be offered or sold in Australia, Canada or Japan.

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

 

END

 

 

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