Proposed C Share Issue
Utilico Emerging Markets Limited
06 November 2007
For release at 7.00 a.m. on 6 November 2007
Utilico Emerging Markets Limited
Proposed C Share Issue and Listing on the Channel Islands Stock Exchange
The Board of Utilico Emerging Markets Limited ('UEM' or the 'Company') is
pleased to announce that it is considering proposals for a further issue of
equity securities to raise up to £100 million and for a listing on the Channel
Islands Stock Exchange ('CISX'). The CISX listing will result in the existing
ordinary shares qualifying for PEPs and ISAs.
In the light of both existing shareholder and new investor demand, particularly
from private client fund managers who have expressed interest in investing in
the Company through PEPs and ISAs, it is proposed to conduct a placing and offer
of C shares (with Subscription shares attached on a 1 for 5 basis) at a price of
100p per C share.
It is intended that the net proceeds will be accounted for and managed as a
separate pool of assets until conversion of the C shares into ordinary shares
and conversion of the Subscription shares into S shares of the Company and will
be applied in making investments in accordance with the Company's existing
investment objective. The terms on which the Subscription shares are being
issued will, for all material purposes, be similar to those of the existing
warrants in issue, so as to ensure that there is no dilution to existing
shareholders or subscribers of the C shares. The only material differences will
be to reflect the fact that the Subscription shares comprise shares in the
capital of the Company and are therefore classified as 'qualifying investments'
in relation to investments through PEPs and ISAs.
The Company proposes to apply for the existing ordinary shares, existing
warrants, C shares and Subscription shares (together with the new ordinary
shares and S shares arising upon conversion) to be admitted to the Daily
Official List of the CISX. This will allow individual investors to hold
investments in the Company, other than the existing warrants, through a PEP or
the stocks and shares component of an ISA and thereby enable the Company to
broaden the depth of its shareholder base.
The Company is an exempted, closed-end Bermuda incorporated investment company,
with an investment objective to provide long-term capital appreciation by
investing predominantly in infrastructure, utility and related companies in
emerging markets. The Company was launched in July 2005 at 100p per ordinary
share and since that time has delivered both capital growth and dividend income,
outperforming the MSCI (EMF) sterling adjusted Index. As at 31 October 2007, the
Company had an unaudited basic net asset value of £322.7 million and a reported
unaudited diluted net asset value per ordinary share (ex income) of 178.63p. The
shares currently trade at a premium to diluted net asset value (ex income) and
the Company continues to source attractive investment opportunities in line with
its investment policy, despite the recent strong performance in emerging
markets.
The Board expects to post a circular, comprising a prospectus, to shareholders
seeking their approval for the C share issue towards the end of November. At
that time, a further announcement will be made to confirm the timing and details
of the issue. Arbuthnot Securities Limited is acting as Nominated Adviser and
Broker.
Charles Jillings, Executive Director, commented 'This fund raising will enable
UEM to build on its unique, specialised and established position in the
infrastructure and utility sectors within the emerging markets, and will provide
resources for the Company to build more influential shareholding positions where
appropriate'.
Alex Zagoreos, Non-executive Chairman, added 'This is a further significant step
in UEM's exciting development and will broaden the shareholder base, increase
the size of the Company and further enhance UEM's ability to acquire strategic
investments.'
For further information please contact:
Utilico Emerging Markets Limited Arbuthnot Securities Limited
Charles Jillings Alastair Moreton
01372 271 486 020 7012 2000
THESE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT (THE 'SECURITIES') HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED
(THE 'SECURITIES ACT'), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES. THE OFFER, SALE, PLEDGE OR TRANSFER
OF THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. ANY
HOLDER OF THESE SECURITIES, BY PURCHASING OR OTHERWISE ACQUIRING THESE
SECURITIES, ACKNOWLEDGES THAT THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND THAT THE ISSUER HAS NOT REGISTERED AND
WILL NOT REGISTER UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
'INVESTMENT COMPANY ACT'). THE HOLDER AGREES FOR THE BENEFIT OF THE ISSUER, ANY
DISTRIBUTORS OR DEALERS AND ANY SUCH PERSONS' AFFILIATES THAT THESE SECURITIES
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ANY APPLICABLE STATE
SECURITIES LAWS AND ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT TO A NON-US PERSON (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT, 'US PERSON') OR (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT, IF SUCH
TRANSFER PURSUANT TO THIS CLAUSE (2) IS TO A US PERSON, THE PURCHASER IS A
QUALIFIED PURCHASER WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), AND IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER ACKNOWLEDGES THAT THE PURPOSE
OF THE FOREGOING LIMITATION IS, IN PART, TO ENSURE THAT THE ISSUER IS NOT
REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT.
Arbuthnot Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for the Company only and will not be responsible
to any other person for providing the protections afforded to customers of
Arbuthnot Securities Limited or for advising such person on the matters referred
to in this announcement.
This information is provided by RNS
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