TIDMINPP
RNS Number : 7292C
International Public Partnership Ld
19 October 2015
THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN
OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND OR
THE REPUBLIC OF SOUTH AFRICA OR IN ANY MEMBER STATE OF THE EU OTHER
THAN THE UK AND IRELAND
19 October 2015
Placing, Open Offer and Offer for Subscription
International Public Partnerships Limited ("INPP" or the
"Company") is pleased to announce its intention to raise up to
GBP150 million by way of a Placing, Open Offer and Offer for
Subscription (together, the "Issue") and up to GBP300 million by
way of a Placing Programme (with the "Issue", the "Offering"). The
Company today published a prospectus relating to the Offering (the
"Prospectus") and will post this, together with a circular and
notice of Extraordinary General Meeting (the "Circular"), to
shareholders tomorrow, as well as making them available on the
Company's website
(http://www.internationalpublicpartnerships.com).
Unless otherwise defined, capitalised words and phrases in this
Announcement shall have the meaning given to them in the
Prospectus.
HIGHLIGHTS
-- Proceeds will be used in repayment of the Company's cash
drawn portion of its existing debt facility (of which approximately
GBP278 million is currently utilised, with GBP111 million cash
drawn and GBP167 million committed in respect of letters of credit)
and then, to the extent not required for repayment, to acquire
Further Investments which may include:
i. Pipeline Investments where the Group or Amber Fund Management
Limited ("Amber" or the "Investment Adviser") is currently
Preferred Bidder;
ii. A number of other projects that Amber and/or the Group are
bidding on, developing or are in discussions about; or
iii. Opportunities to acquire investments from third party
vendors or where the Group has pre-emption rights.
-- Proceeds are anticipated to be invested within six to nine
months
-- Under the Open Offer, existing Shareholders are entitled to
subscribe for New Shares pro rata to their holdings of Ordinary
Shares on the basis of 1 New Share for every 8 Ordinary Shares held
as at close of business on 15 October 2015 (the "Record Date")
-- The balance of New Shares to be made available under the
Issue, together with any New Shares not taken up pursuant to the
Open Offer, will be made available for subscription under the
Excess Application Facility, the Offer for Subscription and the
Placing
-- Estimated Net Asset Value not less than 127.2 pence per
Existing Ordinary Share (as at 30 September 2015) The Estimated Net
Asset Value is an estimate of the Directors based on the advice of
the Investment Adviser and based on unaudited financial information
of the Group, but using the same methodology as is used for the
half-yearly Net Asset Values. This Estimated Net Asset Value and
the information that has been used to prepare it has not been
audited or reviewed by any person outside the Amber Group other
than the Directors. As such, there can be no assurance that the Net
Asset Value as at 31 December 2015 will reflect the Estimated Net
Asset Value which is prepared as at 30 September 2015.
-- Issue price of 131.25 pence per New Share, representing a
discount of 0.65 per cent. to the Closing Price of 132.1 pence per
Existing Ordinary Share as at the close of business on 15 October
2015 and a premium of 3.18 per cent. to the estimated NAV per
Existing Ordinary Share of 127.2 pence (as at 30 September
2015).
-- All investors on the register as at the Record Date will be
entitled to the dividend distribution in respect of the six months
to 31 December 2015 (assuming admission of the New Shares takes
place before such dividend is declared). INPP will target a minimum
dividend of 6.45 pence per Ordinary Share for 2015. This figure is
a target only and not a profit forecast. There can be no assurance
that this target will be met or that the Company will make any
distributions whatsoever.
For further information, please contact
Erica Sibree +44 (0)20 7939 0558
Amber Fund Management Limited
Nick Westlake/Hugh Jonathan (Corporate Broking & Advisory)
+44 (0)20 7260 1345/1263
Chris Gook (Sales) +44 (0)20 7260 1378
Numis Securities, Sponsor, Broker, Financial Adviser and
Bookrunner
Expected timetable
Each of the times and dates set out below and mentioned
elsewhere in this announcement may be adjusted by the Company, in
which event details of the new times and dates will be notified to
a Regulatory Information Service. References to a time of day are
to London time.
Event Date
The Issue
Record Date for entitlements under the Open 15 October 2015
Offer
Despatch of the Prospectus and the EGM Circular 20 October 2015
to Existing Shareholders and, to Qualifying
Non-CREST Shareholders only, the Open Offer
Application Forms
Offer for Subscription and Placing Open 20 October 2015
Ex-entitlement date for the Open Offer 7.00 a.m. on 20
October 2015
Open Offer Entitlements and Excess CREST Open As soon as possible
Offer Entitlements credited to stock account after 8.00 a.m.
of Qualifying CREST Shareholders in CREST on 21 October
2015
Recommended latest time for requesting withdrawal 4.30 p.m. on 5
of Open Offer Entitlements and Excess CREST November 2015
Open Offer Entitlements from CREST (i.e. if
the Open Offer Entitlements are in CREST and
the Existing Shareholder wishes to convert them
into certified forms)
Latest time and date for depositing Open Offer 3.00 p.m. on 6
Entitlements and Excess CREST Open Offer Entitlements November 2015
into CREST
Latest time and date for splitting Open Offer 3.00 p.m. on 9
Application Forms (to satisfy bona fide market November 2015
claims only)
Latest time and date for receipt of completed 11.00 a.m. on
Subscription Forms under the Offer for Subscription 11 November 2015
and payment in full under the Offer for Subscription
and settlement of relevant CREST instructions
(as appropriate)
Latest time and date for receipt of completed 11.00 a.m. on
Open Offer Application Forms and payment in 11 November 2015
full under the Open Offer and Offer for Subscription
and settlement of relevant CREST instructions
(as appropriate)
Latest time and date for receipt of forms of 2 p.m. on 6 November
proxy 2015
Latest time and date for receipt of Placing 12 noon on 13
commitments November 2015
Extraordinary General Meeting 2.00 p.m. on 10
November 2015
Results of the Issue announced through a Regulatory Before 8.00 a.m.
Information Service on 16 November
2015
Admission and commencement of dealings in the 18 November 2015
New Shares
New Shares issued in uncertificated form expected 18 November 2015
to be credited to accounts in CREST
Despatch of definitive share certificates for As soon as possible
the New Shares issued in certificated form after 23 November
2015
THE COMPANY
The Company is a Guernsey incorporated authorised closed-ended
investment company which currently invests directly or indirectly
in public or social infrastructure assets and concessions located
in the UK, Australia, Belgium, Germany, Ireland, Italy and North
America and it may also consider investment in other European or
core OECD countries. The Company is advised by Amber Fund
Management Limited and provides investors with access to Amber's
network of infrastructure executives to manage the Company's
existing investment portfolio and to source future infrastructure
assets to provide income and capital growth.
The Existing Ordinary Shares are admitted to the premium segment
of the Official List and to trading on the London Stock Exchange's
main market for listed securities.
The Company retains a committed GBP300 million loan facility
from the Royal Bank of Scotland plc and National Australia Bank
Limited (the "Facility") and had utilised approximately GBP278
million of this Facility as at 14 October 2015, of which GBP111
million has been drawn down as loans and GBP167 million committed
in respect of letters of credit provided by the lenders.
The Directors believe that the Company has the opportunity to
invest in further infrastructure investments meeting the Company's
investment policy. In particular, on 24 August 2015 a consortium
including the Company reached financial close on the Thames Tideway
Tunnel, entailing expected capital investment by the Group of
approximately GBP210 million.
BACKGROUND TO AND REASONS FOR THE ISSUE AND THE PLACING
PROGRAMME
(MORE TO FOLLOW) Dow Jones Newswires
October 19, 2015 10:23 ET (14:23 GMT)
The Company intends to raise up to GBP150 million through the
Issue (although it can increase the size of the Issue to up to
GBP180 million) and up to GBP300 million through the Placing
Programme. The Issue comprises a Placing, an Open Offer to
Qualifying Shareholders on a pre-emptive basis and an Offer for
Subscription, in aggregate equalling up to 114,285,714 New Shares
at an Issue price of 131.25 pence per New Share.
Regardless of the eventual size of the Issue, the Net Issue
Proceeds will be used first to discharge the Group's indebtedness
under the Loan Facilities Agreement (excluding letters of credit)
of approximately GBP111 million and then, to the extent they are
not required for repayment, to finance the acquisition of Further
Investments or to discharge third party debt incurred to acquire
Further Investments, as a result of which the Directors anticipate
that the Net Issue Proceeds are likely to be fully deployed within
around six to nine months. The Net Placing Programme Proceeds are
expected to be used for the same purposes, but in the longer
term.
The Directors estimate that the Company's total investment
commitments until the end of the first quarter of the 2016
financial year on the Thames Tideway Tunnel and other Further
Investments are expected to be around GBP84.6 million, with
GBP139.9 million of additional investment required up to the end of
the first quarter of the 2018
financial year. The Directors have therefore decided to raise
capital by way of a combination of the Issue (to fund the initial
expenditure) and the Placing Programme (for longer-term
obligations) in order to ensure that the Group does not hold
uninvested cash for an excessively long period.
The Company has exclusive access to a number of the Pipeline
Investments where either the Group or Amber (with the right of
first refusal for the Company on disposal by Amber) is the
Preferred Bidder to acquire the corresponding Investment Capital.
However, there is no guarantee that the Group will reach financial
close or that they will be acquired, or in each case if they are
completed on what terms.
Amber is also engaged in developing a number of other projects
which if successfully developed are anticipated to be likely to fit
within the Company's investment criteria and which the Company
would have the right (but no obligation) to acquire on disposal by
Amber. The Group also has opportunities in mature or semi-mature
stage PPP projects, including where it has the benefit of
pre-emption rights arising from the Existing Portfolio.
NET ASSET VALUE UPDATE
The last Net Asset Value per Existing Ordinary Share published
by the Company was as at 30 June 2015, was unaudited, and was 128.6
pence. The next Net Asset Value per Existing Ordinary Share due to
be published by the Company will be as at 31 December 2015, and is
expected to be published in March 2016. In advance of this, the
Directors, based on the advice of the Investment Adviser (and
taking into account the dividend of 3.225 pence per Ordinary Share
declared on 27 August 2015 which had an ex dividend date of 17
September 2015), estimate that as at 30 September 2015 the
Estimated Net Asset Value is not less than 127.2 pence per Existing
Ordinary Share.
The Estimated Net Asset Value is an estimate of the Directors
based on the Investment Adviser's advice and unaudited financial
information of the Group. This estimate has been calculated using
the same methodology as was used for the 30 June 2015 Net Asset
Value, other than in respect of the forecast cashflows of
underlying projects, which have only been updated to reflect known
changes in project performance to the extent these are expected to
have a significant adverse impact on the total estimated net asset
value.
This Estimated Net Asset Value and the information that has been
used to prepare it has not been audited or reviewed by any person
outside the Amber Group other than the Directors. As such, there
can be no assurance that the Net Asset Value as at 31 December 2015
will reflect the Estimated Net Asset Value which is prepared as at
30 September 2015.
INVESTMENT OBJECTIVES AND POLICY
The Company seeks to provide Shareholders with a predictable and
attractive yield on the Company's investments. The Company's
intention is to provide, over the long-term, distributions at
levels that are both sustainable and which preserve the capital
value of the Group's portfolio of infrastructure investments over
the long-term (subject, where relevant, to amortisation of the
Group's investments over the term of the relevant concession
periods of such investments). The Company will target a minimum
dividend per annum and the Company will aim to maintain and enhance
the level of distributions where sustainable to do so. The
Company's target dividend for 2015 is 6.45 pence per Ordinary Share
which equates to a dividend yield (based on the Net Asset Value per
Share as at 30 June 2015) of approximately 5.0 per cent. The
Company's target dividend for 2016 is 6.65 pence per Ordinary Share
which equates to a dividend yield (based on the Net Asset Value per
Share as at 30 June 2015) of approximately 5.2 per cent. The
Company has met its pro rata dividend target in respect of the
dividend declared on 27 August 2015 for the first half of the 2015
financial year.
The Company's ability to make distributions and/or to pay
dividends will be subject always to the requirements of the
Law.
The Directors also believe that long-term capital growth can be
achieved. The Company will target an IRR equal to or greater than 8
per cent. on the Initial Public Offer issue price of 100 pence per
Ordinary Share to be achieved over the long-term and the Company
hopes to achieve this through (amongst other techniques) asset
development, future acquisitions, active management and prudent use
of gearing. The Directors believe, based on the advice of the
Investment Adviser, that there are currently opportunities to
acquire Further Investments that may enhance the Company's IRR.
The Company's investment policy is to invest directly or
indirectly in public or social infrastructure assets located in the
UK, Australia, Europe and North America. The Investment Adviser
will also consider investment in other core OECD countries, such as
New Zealand, where it considers that the risk profile of a
particular opportunity meets the Company's requirements.
The Group intends to continue acquiring operational and
construction phase assets from Amber (or via its own asset
origination activities) and/or third party vendors. The Group
intends (but is not bound) to hold its investments for the
long-term and may well hold its investments for the life of a
project. The Group will seek to enhance the capital value of its
investments and the income derived from its investments.
The target IRR and dividends noted above are targets and not
profit forecasts. There can be no guarantee that these targets will
be met or that the Company will make any distributions at all.
PRINCIPAL TERMS OF THE ISSUE
The Issue comprises up to 114,285,714 New Shares to be issued at
a price of 131.25 pence per New Share. The Issue comprises a
Placing, an Open Offer and an Offer for Subscription. The Issue is
conditional upon, inter alia:
-- The Pre-emption Resolution being passed at the Extraordinary General Meeting;
-- Admission of the New Shares becoming effective by not later
than 8.00 a.m. (London time) on 18 November 2015 (or such later
date (being no later than 31 December 2015) as may be provided for
in accordance with the terms of the Issue Agreement); and
-- the Issue Agreement becoming otherwise unconditional in all
respects and not being terminated in accordance with its terms
before Admission becomes effective.
If these Issue Conditions are not met, unless they are waived
the Issue will not proceed. Subject to those matters
upon which the Issue is conditional, the Directors, with the
consent of Numis Securities Limited ("Numis"), may bring forward or
postpone the closing date for the Placing, the Open Offer and the
Offer for Subscription by up to two weeks. The Issue is not being
underwritten.
The Open Offer will be made to Qualifying Shareholders at the
Issue Price, on the terms and subject to the conditions of the Open
Offer, on the basis of 1 New Share for every 8 Existing Ordinary
Shares held on the Record Date.
The Offer for Subscription is only being made in the UK but,
subject to applicable law, the Company may allot New Shares on a
private placement basis to applicants in other jurisdictions.
Following the Issue, dependent on the further investment
opportunities available to the Group, the Directors intend to
implement the Placing Programme to enable the Company to raise
additional capital in the period from 18 November 2015 to 18
October 2016. The maximum size of the Placing Programme is GBP300
million. Each Subsequent Placing pursuant to the Placing Programme
is conditional upon, inter alia:
a) the passing of the Pre-emption Resolution (and/or any further
Shareholder authority required);
b) the applicable Placing Programme Price being not less than
the most recently published Net Asset Value per Ordinary Share plus
any premium agreed by the Board and Numis to reflect, inter alia,
the costs and expenses of the relevant Subsequent Placing;
c) Admission of the New Shares issued pursuant to such Subsequent Placing; and
d) the Issue Agreement not being terminated in accordance with
its terms and the particular Subsequent Placing becoming
unconditional, in each case in accordance with the terms of the
Issue Agreement prior to the completion of the Subsequent
Placing.
If any of these conditions are not met in respect of any
Subsequent Placing under the Placing Programme, the relevant issue
of New Shares will not proceed. Any subscriptions or applications
under the Placing, Open Offer, Offer for Subscription or a
Subsequent Placing will be subject to the full terms and conditions
that are set out in the Prospectus.
(MORE TO FOLLOW) Dow Jones Newswires
October 19, 2015 10:23 ET (14:23 GMT)
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