TIDMGULF
RNS Number : 7255V
GCP Sovereign Infrastructure Debt
19 December 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA
OR THE UNITED STATES OF AMERICA OR TO US PERSONS.
For immediate release on 19 December 2013
GCP Sovereign Infrastructure Debt Limited (the "Company")
19 December 2013
FIRST DAY OF DEALINGS
Further to its Placing and Offer for Subscription, GCP Sovereign
Infrastructure Debt Limited, the first GCC focused infrastructure
investment company to be admitted to trading in London, is pleased
to announce the commencement of dealings in its Shares at 08.00 am
today on the London Stock Exchange (Specialist Fund Market).
The Shares will trade under the ticker "GULF" (ISIN:
JE00BFPMFG60).
Highlights
-- Applications were received for 125 million
Shares, raising aggregate gross proceeds
of U.S.$125 million at an issue price
of U.S.$1.00 per Share.
-- GCP Sovereign Infrastructure Debt Limited
invests in subordinated debt issued by
Sovereign-Backed infrastructure Project
Companies, their owners or their lenders
and assets with a similar economic effect,
primarily located in the GCC Region.
The Company will seek to be fully invested
within four to six months of Admission.
The Company will primarily seek exposure
to floating rate loans, issued in U.S.$,
where the coupon received will vary with,
and is periodically adjusted to reflect
changes in, a generally recognised base
interest rate, which is expected to be
primarily three month U.S.$ LIBOR.
-- The Company's investment objective is
to provide investors with regular, sustained,
long term distributions and to preserve
the capital value of its investment assets
over the long term.
Once fully invested, the Company will
target an annualised dividend yield of
the higher of: (i) 3 month U.S.$ LIBOR
plus 6 to 7 per cent.; and (ii) 7 per
cent. The Company will target an annualised
dividend yield of 5 per cent. in respect
of the financial period from Admission
to 31 December 2014.
-- Cenkos Securities plc is the lead bookrunner
and financial adviser. Exotix Partners
LLP (Dubai Branch) are co-bookrunners.
Alex Ohlsson, Chairman of GCP Sovereign Infrastructure Debt
Limited, commented:
"Following the successful IPO of GCP Sovereign Infrastructure
Debt Limited the Board is wholly focused on delivering its
investment objective to provide Shareholders with regular,
sustainable, long-term distributions and to preserve the capital
value of its investment assets over the long term. We look forward
to working with the Investment Adviser and Asset Adviser in
delivering this objective and growing the Company's asset base over
time. Further, we would like to take this opportunity to confirm
the board recognises the importance of protecting existing
shareholders and consequently where the Company seeks to raise
further monies through a further share issuance, it shall notify
existing shareholders of such issuance to give them the opportunity
to participate ahead of new investors."
Stephen Ellis, Partner at Gravis Capital Partners LLP,
added:
"I am delighted with the enthusiasm shown by investors in
supporting the IPO of GCP Sovereign Infrastructure Debt Limited,
which will seek to replicate in the GCC Region the success of GCP
Infrastructure Investments Limited in the UK. We believe that the
Company will, through its focus on subordinated infrastructure debt
in the GCC, offer investors the ability to access an asset class
which should benefit from the Sovereign-Backing of creditworthy
nations and floating rate characteristics, through a transparent,
listed structure."
Phil Southwell, CEO of Exotix Partners, said:
"We have a solid pipeline of immediately actionable
opportunities. We are considering investments across the GCC but
the largest markets are currently Saudi Arabia and Abu Dhabi. We
expect to assist the Company in fully deploying its initial capital
within 4-6 months"
For further information please contact:
Gravis Capital Partners LLP
Stephen Ellis stephen.ellis@gcpuk.com 020 7518 1495
Rollo Wright rollo.wright@gcpuk.com 020 7518 1493
Exotix Partners LLP
Philip Southwell Philip.southwell@exotix.com +971 4 447 9200
Cenkos Securities plc
+44 (0)20 7397
Tom Scrivens tscrivens@cenkos.com 1915
+44 (0)20 7397
Charlie Ricketts cricketts@cenkos.com 1910
+44 (0)20 7397
Dion Di Miceli ddimiceli@cenkos.com 1921
Buchanan
+44 (0)20 7466
Charles Ryland 5000
Sophie McNulty
About Gravis Capital Partners
Gravis Capital Partners LLP have been appointed as Investment
Adviser to the Company. The partnership was formed in May 2008 with
a view to developing a specialist infrastructure advisory boutique.
This business model was amended to focus specifically on fund
management, principally on providing fund management and financial
expertise in income-generative, defensive sectors central to social
and economic infrastructure. As at 30 November 2013, Gravis Capital
Partners had total assets under management with a principal value
of approximately GBP700 million, including GCP Infrastructure
Investments Limited and GCP Student Living plc both of which are
closed-ended investment companies traded on the London Stock
Exchange.
Under the terms of the Investment Adviser Agreement the
Investment Adviser is entitled to receive an investment advisory
fee equal to: (i) 0.9 per cent. per annum of the prevailing Net
Asset Value (net of cash holdings) up to U.S.$1 billion; and (ii)
0.75 per cent. per annum of the prevailing Net Asset Value (net of
cash holdings) in excess of U.S.$1 billion. This fee is calculated
and payable quarterly in arrears. The Investment Adviser may, at
its discretion, enter into arrangements with certain investors
pursuant to which it will rebate to such investors a proportion of
its investment advisory fee.
The Investment Adviser may also receive an acquisition fee
payable by the counterparty of up to 1.5 per cent. of the value of
each asset at the time of its acquisition.
There are no performance fees payable.
About Exotix Partners
Exotix Partners have been appointed by Gravis Capital Partners
as the Asset Adviser to identify and originate potential
investments for the Company. Exotix is an expert in illiquid,
emerging and frontier markets and investment banking. Established
in 1999, with offices in London, New York and Dubai, Exotix advises
on illiquid bonds and loans, equities, structured finance, asset
management, research and capital raising in frontier markets.
Winners of the EM Research Award for the Middle East (Emerging
Markets Achievement Awards), Best Boutique Investment Bank in
Africa (emeafinance Banking Awards) and the Most Innovative
Boutique of the Year (The Banker Investment Banking Awards). Exotix
also covers illiquid non-EM credit markets. Exotix is an
independent business owned by its employees and Michael Spencer,
CEO of ICAP plc, together with his family trusts. Visit
www.exotix.co.uk for more information.
Rule 9 Waiver
The Company is subject to the City Code on Takeovers and Mergers
(the "City Code") and therefore its Shareholders are entitled to
the protections afforded by the City Code.
Under Rule 9 of the City Code, any person who acquires an
interest (as defined under the City Code) in shares which, taken
together with shares in which he is already interested and in which
persons acting in concert with him are interested, carry 30 per
cent. or more of the voting rights of a company which is subject to
the City Code, is normally required to make a general offer to all
the remaining shareholders to acquire their shares. Similarly, when
any person, together with persons acting in concert with him, is
interested in shares which in the aggregate carry not less than 30
per cent. of the voting rights of such a company but does not hold
shares carrying more than 50 per cent. of such voting rights, a
general offer will normally be required if any further interests in
shares are acquired by any such person.
An offer under Rule 9 must be made in cash and at the highest
price paid by the person required to make the offer, or any person
acting in concert with him, for any interest in shares of the
company during the 12 months prior to the announcement of the
offer.
For the purposes of the City Code, a concert party arises where
persons acting in concert pursuant to an agreement or understanding
(whether formal or informal) co-operate to obtain or consolidate
control of a company or to frustrate the successful outcome of an
offer for a company. Control means an interest, or interests, in
shares carrying in aggregate 30 per cent. or more of the voting
rights of the company, irrespective of whether such interest or
interests give de facto control. In addition, a company and its
associated companies (for this purpose ownership or control of 20
per cent. or more of the equity share capital of a company is
regarded as the test of associated company status) are presumed to
be persons acting in concert under the City Code.
Osool Asset Management B.S.C. (C) (acting as manager for the
Social Organization Pension fund of Bahrain) ("Osool") subscribed
for 50 million Shares under the Issue and as at the date hereof
owns in excess of 30 per cent. of the issued share capital of the
Company. In such a case, Osool would normally be obliged to make a
general offer, pursuant to Rule 9 of the City Code, to all other
Shareholders to acquire their Shares. However, in this instance,
the Panel on Takeovers and Mergers has agreed to waive the
obligation to make a general offer that would otherwise arise as a
result of the Issue.
Any further increase in Osool's aggregate interest in Shares
will be subject to the provisions of Rule 9.
The distribution of this announcement and the Issue in certain
jurisdictions may be restricted by law. No action has been taken by
the Company, Cenkos or Exotix Partners that would permit an
offering of the 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, Cenkos or Exotix Partners to inform
themselves about, and to observe, such restrictions.
No representation or warranty, express or implied, is made or
given by or on behalf of the Company, Cenkos, Exotix Partners or
the Investment Adviser or any of their respective directors,
partners, officers, employees, agents or advisers or any other
person (whether or not referred to in this announcement) as to the
accuracy, completeness or fairness of the information contained
herein and no responsibility or liability is accepted by any of
them for any such information or opinions.
This announcement does not constitute or form part of, and
should not be considered as, any offer for sale of 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.
Cenkos, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, and Exotix, which is authorised
and regulated in the DIFC by the Dubai Financial Services
Authority, are acting for the Company and for no-one else in
connection with the Issue and will not be responsible to anyone
other than the Company for providing the protections afforded to
their respective clients, nor for providing advice in connection
with the Issue. None of the Bookrunners are responsible for the
contents of this announcement. This does not limit or exclude any
responsibilities which they may have under FSMA or the regulatory
regime established thereunder or under the regulatory regime of any
other jurisdiction where exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable.
FCA-authorised firms conducting designated investment business
with retail customers under COB Rules are reminded that securities
admitted to trading on the Specialist Fund Market will be
securities that may have characteristics such as: (i) variable
levels of secondary market liquidity; (ii) sophisticated corporate
structures; (iii) highly leveraged structures; and (iv)
sophisticated investment propositions with concentrated risks, and
are therefore intended for institutional, professional and highly
knowledgeable investors. The Company and its advisers not subject
to the COB Rules are responsible for compliance with equivalent
conduct of business or point of sale rules in the jurisdiction in
which they are based or in which they are marketing the securities
concerned (if applicable).
Terms used in this announcement shall have the same meanings
given to them in the prospectus of the Company which was published
on 20 November 2013 (the "Prospectus") unless the context otherwise
requires.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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