TIDMHICL
RNS Number : 7250X
HICL Infrastructure Company Ld
23 February 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR
TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S.
PERSONS.
HICL INFRASTRUCTURE COMPANY LIMITED
Placing, Open Offer, Offer for Subscription and Intermediaries
Offer of New Ordinary Shares
and
Publication of a Prospectus and Circular
23 February 2017
Further to the announcement made by HICL Infrastructure Company
Limited (the "Company") on 12 January 2017, the Board of Directors
is pleased to announce a Placing, Open Offer, Offer for
Subscription and Intermediaries Offer with a target size of GBP205
million, involving the issue of up to 128,930,818 New Ordinary
Shares at an issue price of 159.0p per New Ordinary Share (the
"Issue"). The Company has published a prospectus relating to the
Issue (the "Prospectus") and a circular to shareholders (the
"Circular"), both of which will be posted to shareholders shortly,
as well as being made available on the Company's website
(www.hicl.com).
Unless otherwise defined, capitalised words and phrases in this
Announcement shall have the meaning given to them in the
Prospectus.
Commenting on today's announcement, Ian Russell, Chairman of the
Company, said:
"We are very pleased to be undertaking HICL's first formal
fundraising for four years. The provision of a sizeable Open Offer
ensures that a significant proportion of the new equity is reserved
in the first instance for our existing shareholders, while the
inclusion of Placing, Offer for Subscription and Intermediaries
Offer elements means that the Company is able to address the
requirements of new investors from the institutional and retail
sides of the market alike. The 7.85 pence per share dividend target
for the current financial year equates to an attractive cash yield
of approximately 4.9 per cent. based on the issue price of the New
Ordinary Shares, with the dividend target for the next financial
year increasing to 8.05 pence per share.
We believe that the pipeline of potential new business remains
healthy and that further attractive investment opportunities will
arise in the coming months. The Issue will leave the Company best
placed to take advantage of those opportunities, and thereby
further to develop the portfolio."
Key Highlights of the Issue
-- Target size of 128,930,818 New Ordinary Shares (to raise
GBP205 million before expenses), with the ability to increase the
size of the Issue to 163,522,013 New Ordinary Shares (to raise
GBP260 million before expenses). Net proceeds will not in any event
exceed the aggregate of: (i) the Group's total funding requirement
of GBP203 million and (ii) the aggregate consideration expected to
be payable for any Additional Investments
-- Issue Price of 159.0p per New Ordinary Share. This represents
a 4.3 per cent. discount to the middle market closing price of
166.2p as at close of business on 22 February 2017, and a 7.9 per
cent. premium to the Company's NAV per Share of 147.4p as at 31
December 2016. (For the avoidance of doubt, investors in the New
Ordinary Shares will not be entitled to receive the third interim
dividend for the financial year ending 31 March 2017 of 1.91 pence
per Ordinary Share which was announced on 22 February 2017, and in
respect of which the Company's Shares are due to go ex-dividend on
2 March 2017)
-- Under the Open Offer, existing Shareholders are entitled to
subscribe for New Ordinary Shares pro rata to their holdings of
Ordinary Shares on the basis of 1 New Ordinary Share for every 22
Ordinary Shares held as at close of business on Monday 20 February
2017. 66,315,621 New Ordinary Shares are thus reserved in the first
instance exclusively for Existing Shareholders. Subject to
availability, Existing Shareholders who take up all of their Open
Offer Entitlements may also apply under the Excess Application
Facility for additional New Ordinary Shares in excess of their Open
Offer Entitlement
-- The balance of New Ordinary Shares available under the Issue,
together with any New Ordinary Shares not taken up pursuant to the
Open Offer or the Excess Application Facility, will be made
available for subscription under the Placing, the Offer for
Subscription and the Intermediaries Offer
-- The Company will apply the net proceeds of the Issue in the
following order of priority: (i) to repay outstanding borrowings
under the Facility; (ii) to make the investment in the Northwest
Parkway toll road in Colorado, USA which the Group has contracted
to acquire, and (iii) to make any Additional Investments.
General Meeting
The Company is today posting to shareholders a circular to
convene a general meeting to be held at 9.30 a.m. on 20 March 2017
(the "General Meeting") in order to seek shareholder approval in
connection with the Issue. The resolutions to be proposed at the
General Meeting (the "Resolutions") are as follows:
- To approve the Issue and the allotment of up to 163,522,013
New Ordinary Shares in connection with the Issue; and
- To waive pre-emption rights in connection with the allotment
of up to 10 per cent. of the Ordinary Shares in issue immediately
following completion of the Issue until the sooner of the Company's
next AGM or 15 months from the passing of the resolution.
Forms of Proxy in respect of the Resolutions should be returned
by no later than 9.30 a.m. on 16 March 2017.
Publication of the Prospectus and Circular
A copy of each of the Prospectus and Circular will shortly be
submitted to the National Storage Mechanism and be available for
inspection at www.Hemscott.com/nsm.do.
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
the FCA and the London Stock Exchange. References to a time of day
are to London time.
Event Date (2017)
Latest time and date for receipt 11.00 a.m. on
of completed application forms Friday, 17 March
and payment in full under
the Offer for Subscription
Latest time and date for receipt 11.00 a.m. on
of completed Open Offer Application Friday, 17 March
Forms and payment in full
under the Open Offer or settlement
of relevant CREST instruction
(as appropriate)
Latest time and date for receipt 11.00 a.m. on
of completed application forms Friday, 17 March
from Intermediaries in respect
of the Intermediaries Offer
General Meeting 9.30 a.m. on
Monday, 20 March
Latest time and date for receipt 12.00 noon on
of Placing commitments Tuesday, 21 March
Results of the Issue announced Wednesday, 22
March
Admission to the Official 8.00 a.m. on
List and commencement of dealings Friday, 24 March
in New Ordinary Shares
Expected date for crediting As soon as possible
of New Ordinary Shares to on Friday, 24
CREST accounts in uncertificated March
form
Expected date of despatch Week commencing
of definitive share certificates 27 March
for New Ordinary Shares in
certificated form
Enquiries
InfraRed Capital Partners
Limited
Tony Roper
Keith Pickard 020 7484
Harry Seekings 1800
020 7523
8473
020 7523
8478
020 7523
Canaccord Genuity Limited 8094
020 7523
Sales Enquiries 8474
Dominic Waters 020 7523
Neil Brierley 8470
Will Barnett
Robbie Robertson
Gavin Tooke 020 7523
8361
Corporate Enquiries 020 7523
David Yovichic 8360
Lucy Lewis 020 7523
Denis Flanagan 8356
Tulchan Communications
David Allchurch 020 7353
Latika Shah 4200
-------------------------------------------------------------
ADDITIONAL INFORMATION
A. The Issue
Introduction
The Company is a limited liability, Guernsey-incorporated,
closed-ended investment company whose Ordinary Shares have a
premium listing on the Official List and are traded on the Main
Market of the London Stock Exchange. It is also a component of the
FTSE250 Index. An investment in the Company enables investors to
access the income stream from a diversified and established
portfolio of quality infrastructure investments.
The Current Portfolio consists of Infrastructure Equity in 114
Project Companies, principally in PPP projects (such as hospitals,
schools and government accommodation) and also demand-based assets
(such as toll roads and student accommodation). While the majority
of the Current Portfolio comprises investments in the UK, the Group
has also made investments in the Republic of Ireland, France, the
Netherlands, Canada, USA and Australia.
Background to the Issue
Since the Company's most recent tap issue in September 2016, the
Group has completed a number of further investments which have been
financed either by the proceeds of the tap issue or from Group
Debt, and has contracted to make an investment in the
Infrastructure Equity of the Northwest Parkway toll road in
Colorado, USA (the "Committed Investment"), which is due to
complete during March 2017. With the Committed Investment, the
Company has a current funding requirement of approximately GBP203
million. In addition, the pipeline of potential new acquisitions
remains healthy and, as at the date of the Prospectus, the
Investment Adviser has identified a number of Additional
Investments with an aggregate value of approximately GBP50 million.
It is intended that the net proceeds of the Issue will be used to
meet the Group's current funding requirement (including the
Committed Investment) and to make any Additional Investments.
The Issue
The Company is seeking to raise GBP205 million (before expenses)
through the Placing, Open Offer, Offer for Subscription and
Intermediaries Offer of New Ordinary Shares. The Directors have
also reserved the right, in consultation with Canaccord Genuity, to
increase the size of the Issue up to a maximum of GBP260 million to
the extent that Additional Investments are made or identified and
overall demand for New Ordinary Shares exceeds the target
amount.
The net proceeds of the Issue will not in any event exceed the
aggregate of: (i) the Group's total funding requirement of GBP203
million and (ii) the aggregate consideration expected to be payable
for any Additional Investments.
The Company intends to use the net proceeds of the Issue in the
following order of priority (in each case, where sufficient and
assuming completion is reached): (i) to repay outstanding
borrowings under the Facility; (ii) to make the Committed
Investment; and (iii) to make any Additional Investments. If the
net proceeds are not sufficient to fund the Committed Investment,
the Group intends to make up any shortfall by borrowing under the
Facility. If the net proceeds are not sufficient to fund any of the
Additional Investments, the Group will fund the Additional
Investments in full or in part by borrowing under the Facility
where the Group Debt outstanding after such acquisition or
acquisitions would be at a level that the Board considers prudent
having regard to the terms of the Facility.
The Issue is being implemented by way of a Placing, Open Offer,
Offer for Subscription and Intermediaries Offer. The inclusion of
an Open Offer ensures that a portion of the new share capital being
made available pursuant to the Issue is reserved in the first
instance exclusively for Existing Shareholders.
Under the Open Offer, Existing Shareholders are entitled to
apply to subscribe for up to an aggregate of 66,315,621 New
Ordinary Shares pro rata to their holdings of Ordinary Shares on
the following basis:
1 New Ordinary Share for every 22 Ordinary Shares held at the
Record Date (being the close of business on 20 February 2017)
The balance of New Ordinary Shares to be made available under
the Issue, together with any New Ordinary Shares not taken up
pursuant to the Open Offer, will be made available for subscription
under the Excess Application Facility, the Placing, the Offer for
Subscription and the Intermediaries Offer.
Subject to availability, Existing Shareholders who take up all
of their Open Offer Entitlements may also apply under the Excess
Application Facility for additional New Ordinary Shares in excess
of their Open Offer Entitlement. The Excess Application Facility
will comprise whole numbers of New Ordinary Shares under the Open
Offer which are not taken up by Existing Shareholders pursuant to
their Open Offer Entitlements, and any New Ordinary Shares that the
Directors determine, in their absolute discretion, should be
reallocated from the Placing, the Offer for Subscription and/or the
Intermediaries Offer to satisfy demand from Existing Shareholders
in preference to prospective new investors under the Placing, the
Offer for Subscription or the Intermediaries Offer.
The New Ordinary Shares will only be issued at a price which
(net of the costs of the Issue) is in excess of the prevailing Net
Asset Value per Ordinary Share. In determining the Issue Price of
159.0 pence per New Ordinary Share, the Directors have added an
appropriate premium to the prevailing Net Asset Value per Ordinary
Share, taking into account the anticipated costs of the Issue and
potential movements in the Net Asset Value per Ordinary Share
between the date of this Prospectus and Admission. For these
purposes, the Net Asset Value per Ordinary Share means the Net
Asset Value per Ordinary Share excluding the aggregate amount of
the third interim dividend for the financial year ending 31 March
2017 to which Existing Ordinary Shareholders are entitled but to
which New Ordinary Shares issued under the Issue are not.
Benefits of the Issue
The Directors believe that the Issue will have the following
benefits:
- The Company will be able to repay existing borrowings, acquire
the Committed Investment and acquire any Additional Investments
using net proceeds rather than its Facility, thereby freeing up the
Facility to make further investments in the infrastructure market
as these opportunities arise
- The size of the Issue may be increased, affording the Company
the flexibility to take advantage of opportunities to invest in any
further Additional Investments that may arise on or prior to
Admission. The Directors will consider whether the investment
opportunities identified by the Investment Adviser constitute
Additional Investments shortly prior to Admission and may increase
the size of the Issue at their discretion, up to a maximum of
GBP260 million, in consultation with Canaccord Genuity
- The inclusion of an Open Offer ensures that a portion of the
new share capital is reserved in the first instance for Existing
Shareholders. Furthermore, the Directors recognise the importance
of pre-emption rights to Shareholders; and consequently as the
Issue is not fully pre-emptive are seeking the approval of Existing
Shareholders for the Issue and for the disapplication of
pre-emption rights in connection with the Issue by way of a special
resolution at the Extraordinary General Meeting to be held on 20
March 2017
- The market capitalisation of the Company will increase, and
the secondary market liquidity in the Ordinary Shares is expected
to be enhanced as a result of a larger and more diversified
Shareholder base
- The Company's fixed running costs will be spread across a
larger asset base, thereby reducing the ongoing charges ratio
Directors' intention to subscribe
As at the date of the Prospectus, the Directors intend to
subscribe for, in aggregate, 115,000 New Ordinary Shares pursuant
to the Issue.
Issue expenses
The Issue expenses (including VAT where relevant and assuming
the Issue is fully subscribed and the Directors proceed at the
target Issue size of GBP205 million) are expected to be
approximately GBP2.65 million. The Issue expenses (including VAT
where relevant and assuming the Issue is fully subscribed and the
Directors proceed at the maximum Issue size of GBP260 million) are
expected to be approximately GBP3.29 million.
ISIN Numbers
The International Security Identification Number for New
Ordinary Shares under the Open Offer is GG00BYXR0H29.
The International Security Identification Number for Excess
Shares under the Excess Application Facility is GG00BYXR0J43.
B. The Company
The Current Portfolio
The Current Portfolio consists of Infrastructure Equity in 114
Project Companies in the PPP and demand-based market segments. It
includes investments in PPP projects in sectors including
accommodation, education, health, fire, law and order and
transportation. The Current Portfolio contains four demand-based
assets, including the Committed Investment.
97 investments are in Portfolio Companies located in the UK,
four are located in Ireland, four are located in the Netherlands,
four are located in France, one is located in Australia, three are
located in Canada, and one is located in the USA.
As at 31 December 2016, the weighted average project concession
length remaining in the Current Portfolio was 24.8 years.
The majority of projects in the Current Portfolio have completed
their main construction phases and are fully operational. As at the
date of the Prospectus, there were five projects with construction
ongoing (representing 2 per cent. of the Current Portfolio by
value).
Investment Objectives
The Company seeks to provide investors with long-term, stable
income from a portfolio of infrastructure investments that is
positioned at the lower end of the risk spectrum. In addition to
generating sustainable dividends, the Company aims to preserve the
capital value of its investment portfolio over the long term, with
potential for capital growth, and provide a degree of correlation
between the return to shareholders and changes in inflation
rates.
The Company is targeting an IRR of 7 to 8 per cent. on the
original issue price of its Ordinary Shares in March 2006, to be
achieved over the long term via active management, including the
acquisition by the Group of further investments to complement the
Current Portfolio, and by the prudent use of gearing.
Investment Opportunity
The Company offers investors access to income streams from a
Current Portfolio of 114 investments with a total value of GBP2.36
billion (being the Directors' valuation as at 31 December 2016).
The Group intends to make further infrastructure investments in the
future as suitable opportunities arise.
The Directors, in consultation with the Investment Adviser,
believe that investments in infrastructure assets have attractive
features when compared to investments in other asset classes (such
as non-infrastructure equities and real estate) and, in particular,
offer the following features:
-- monopolistic assets providing essential services to society,
with limited or no competition from other asset owners, that
typically generate long-term cash flows;
-- low correlation and limited exposure of PPP projects and
regulated assets to economic and business cycles;
-- assets that generally have central or local government
counterparties (providing strong credit quality) or operate within
a regulatory framework that is defined by law;
-- inflation-linked revenue streams supported by indexation
mechanisms set out in either contracts or regulatory
frameworks;
-- underlying market demand for infrastructure remaining strong
globally, given political and economic imperatives worldwide and
public budget constraints;
-- relative stability of infrastructure projects which contrasts
with the volatility in financial markets over the past five years;
and
-- valuation of infrastructure investments remaining relatively
stable, reflecting the inherent value of the underlying income
streams of the assets.
The Directors, in consultation with the Investment Adviser, also
believe that an investment in the Company offers investors seeking
an investment in infrastructure assets the following benefits:
-- a stable level of dividend, with the potential for further growth;
-- preservation of the capital value of the investment portfolio
with the potential for capital growth;
-- a diversified portfolio primarily focused on Infrastructure
Equity investments in operational yielding assets with a proven
track record;
-- a portfolio of assets that combine size and type to maintain
balance and diversification across the portfolio;
-- the Group has the opportunity to purchase further stakes in
Current Portfolio projects, giving an opportunity to enhance
returns through benefits of scale;
-- the Infrastructure Investment Team has strength and depth in
key skills - deal sourcing, deal structuring and portfolio
management - enhancing returns on a low risk basis;
-- the Group's underlying projects typically have long-term
amortising debt and do not require refinancing;
-- the Company provides investors with a range of timely and
relevant information assisting them to understand how the Current
Portfolio is performing;
-- the Infrastructure Investment Team has a network of contacts
and relationships globally from which it will continue to source
investment opportunities; and
-- the Infrastructure Investment Team has experience of working
internationally in countries where there are strong opportunities
for further investments.
Summary of Investment Policy
The Group's investment policy is to ensure a diversified
portfolio which has a number of similarly sized investments and is
not dominated by any single investment. The Group will seek to
acquire Infrastructure Equity investments with similar risk/reward
characteristics to the Current Portfolio, which may include (but is
not limited to):
- public sector, government-backed or regulated revenues;
- concessions which are predominantly "availability" based (i.e.
the payments from the concession do not generally depend on the
level of use of the project asset); and/or
- companies in the regulated utilities sector.
The Group will also seek to enhance returns for Shareholders by
acquiring more diverse infrastructure investments. The Directors
currently intend that the Group may invest in aggregate up to 35
per cent. of its total assets (at the time the relevant investment
is made) in:
- Project Companies which have not yet completed the
construction phases of their concessions, but where prospective
yield characteristics and associated risks are deemed appropriate
to the investment objectives of the Company. This may include
investment in companies which are in the process of bidding for
concessions, to the extent that such companies form part of a more
mature portfolio of investments which the Group considers it
appropriate to acquire;
- Project Companies with "demand" based concessions where the
Investment Adviser considers that demand and stability of revenues
are not yet established, and/or Project Companies which do not have
public sector sponsored/awarded or government-backed
concessions;and
- to a lesser extent (but counting towards the same aggregate 35
per cent., and again at the time the relevant investment is made),
limited partnerships, other funds that make infrastructure
investments and/or financial instruments and securities issued by
companies that make infrastructure investments, or whose activities
are similar or comparable to infrastructure investments.
The Investment Adviser and the Operator
InfraRed Capital Partners Limited (the "Investment Adviser") is
both the investment adviser to the Company, and the manager and
operator of the partnership which holds and manages the Company's
investments (the "Partnership"). It is authorised and regulated in
the UK by the FCA. Members of the Infrastructure Investment Team
are responsible for carrying out the Investment Adviser's functions
as investment adviser and operator. The Infrastructure Investment
Team is comprised of experienced infrastructure professionals with
a strong track record in managing infrastructure investments.
Distribution policy
Distributions on the Ordinary Shares are paid four times a year,
in respect of the three-month periods to 30 June, 30 September, 31
December and 31 March. Distributions have been made by way of
dividend and, subject to market conditions, this is expected to
continue. The Company may also make distributions by way of capital
distributions (or otherwise in accordance with the Law and the
Articles) as well as, or in lieu of, by way of dividend if and to
the extent that the Directors consider this to be appropriate.
The New Ordinary Shares will, when issued and fully paid, rank
equally in all respects with the Existing Ordinary Shares currently
in issue, including the right to receive all dividends or other
distributions made, paid or declared, if any, by reference to a
record date after the date of their issue. For the avoidance of
doubt, investors in the New Ordinary Shares will not be entitled to
receive the third interim dividend for the financial year ending 31
March 2017 of 1.91 pence per Ordinary Share which was announced on
22 February 2017.
The Directors intend that the Company will generally restrict
distributions (by way of dividend or otherwise) to the level of
Distributable Cash Flows. The Directors may, where they consider
this to be appropriate in respect of acquisitions where such assets
are not fully cash generative, distribute as dividend an amount up
to the level of the Group's gross income, i.e. in excess of
Distributable Cash Flows. Project Companies which are operational
usually make distributions to the Group twice a year, and
occasionally these payments may be received shortly after a period
end due to timing of payment process. The Directors intend to
include such amounts in Distributable Cash Flows where it is clear
these payments relate to the period concerned.
A proportion of Distributable Cash Flows includes cash receipts
from the repayment of the subordinated debt element of the
Infrastructure Equity in Project Companies in which the Group
invests. This is because the Directors believe that the value of
the future cash distributions expected to be made by such Project
Companies in the final years of their concessions should be
sufficient to preserve the capital value of the investments until
those cash distributions commence.
Borrowing policy
The Group intends to make prudent use of leverage to finance the
acquisition of investments, to enhance returns to investors and to
finance outstanding investment obligations. Under the Articles, the
Group's outstanding borrowings, including any financial guarantees
to support outstanding investment obligations but excluding
internal Group borrowings, or borrowing of the Group's underlying
investments, are limited to 50 per cent. of the Adjusted Gross
Asset Value of its investments and cash balances at any time.
The Partnership has a GBP300 million Facility provided by the
Royal Bank of Scotland plc, National Australia Bank Limited, Lloyds
Bank plc, Sumitomo Mitsui Banking Corporation, HSBC Bank plc and
ING Bank N.V. London Branch. The Facility is split into three
tranches: a EUR200 million Euro tranche, an AUD 130 million
Australian dollar tranche and a US$125 million US dollar tranche.
Each tranche is repayable by 31 May 2019 and can be drawn in cash
in the respective currencies of the tranches or optional currencies
(subject to certain limits). Drawings can be by the issue of
letters of credit under the Euro and Australian dollar
tranches.
Currency and hedging policy
A portion of the Group's underlying investments may be
denominated in currencies other than GBP. For example, a portion of
the Current Portfolio is denominated in Euros, US dollars,
Australian dollars and Canadian dollars. Any dividends or
distributions in respect of the Ordinary Shares however are made in
GBP, and the market prices and Net Asset Value of the Ordinary
Shares are reported in GBP.
Foreign exchange risk from non-Sterling assets is managed by
hedging investment income from overseas assets through the forward
sale of the respective foreign currency (for up to 24 months)
combined with balance sheet hedging through the forward sale of
Euros, US dollars, Australian dollars and Canadian Dollars and by
debt drawings under the Facility. This reduces the volatility in
the Group's NAV from foreign exchange movements. The current
hedging policy is designed to provide confidence in the near term
yield and to limit NAV per share sensitivity to no more than 1% for
a 10% forex movement. The Directors review this policy with the
Investment Adviser on a regular basis and the policy may be varied
in future depending on the cost of the policy when compared with
its potential benefits.
Interest rate hedging may be carried out to seek to provide
protection against increasing costs of servicing Group Debt drawn
down to finance investments. This may involve the use of interest
rate derivatives. Currency and interest rate hedging transactions
will only be undertaken for the purpose of efficient portfolio
management and will not be carried out for speculative
purposes.
Important Information
This Announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
This Announcement has been issued by and is the sole
responsibility of the Company.
This Announcement is for information purposes only and does not
constitute an invitation to subscribe for or otherwise acquire or
dispose of securities in the Company in any jurisdiction. The
information contained in this Announcement is for background
purposes only and does not purport to be full or complete. 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.
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 Canaccord Genuity Limited or by any of
its 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 Announcement and the information contained herein is not
for publication, release or distribution, directly or indirectly,
in or into the United States, Australia, Canada, Japan or South
Africa or any jurisdiction in which the same would be unlawful.
This announcement does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire shares in the
capital of the Company in the United States, Australia, Canada,
Japan or South Africa or any jurisdiction in which such an offer or
solicitation is unlawful.
Shares in the Company have not been, nor will be, registered
under the U.S. 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, and accordingly may not be
offered, sold or transferred within the United States except
pursuant to an exemption from, or in a transaction not subject to,
registration under the Securities Act. The Company has not been and
will not be registered under the U.S. Investment Company Act of
1940, as amended (the "Investment Company Act") 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 South Africa and, accordingly, unless an exemption
under any relevant legislation or regulations is applicable, none
of the Ordinary Shares or the New Ordinary Shares may be offered,
sold, renounced, transferred or delivered, directly or indirectly,
in Australia, Canada, Japan or South Africa.
Canaccord Genuity Limited, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
for the Company and is acting for no-one else in connection with
the Issue.
InfraRed Capital Partners Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
acts as Investment Adviser to the Company and is acting for no-one
else in connection with the Issue.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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