TIDMSEQI
RNS Number : 1098N
Sequoia Economic Infra Inc Fd Ld
04 May 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR
PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES (INCLUDING TO U.S. PERSONS, AS SUCH TERM IS DEFINED UNDER
REGULATION S OF THE US SECURITIES ACT OF 1933, AS AMED, THE
"SECURITIES ACT"), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Sequoia Economic Infrastructure Income Fund Limited
(the "Company" or "SEQI")
Result of Placing
4 May 2018
On 17 April 2018, SEQI, the specialist investor in economic
infrastructure debt, announced it was seeking to issue up to
72,800,000 new ordinary shares of no par value in the Company ("New
Shares") (the "Placing") equivalent to maximum gross proceeds of
approximately GBP75.7 million at 104 pence per share (the "Placing
Price").
The Board is pleased to announce that the Placing has been
significantly oversubscribed and investor demand for the Placing
has exceeded the maximum Placing size of GBP75.7 million. A total
of 72,800,000 New Shares will be issued at the Placing Price,
raising gross proceeds of approximately GBP75.7 million.
Accordingly, a scaling back exercise has been undertaken with
respect to applications received pursuant to the Placing.
Application has been made for the New Shares to be admitted to
the Official List and to trading on the London Stock Exchange's
premium segment of the Main Market ("Admission"). It is expected
that Admission will become effective and dealings in the new
Ordinary Shares will commence on 9 May 2018. Once issued, the new
Ordinary Shares will rank pari passu with the existing Ordinary
Shares.
Following Admission, the Company will have 821,435,067 Ordinary
Shares in issue. Therefore, the total number of voting rights of
the Company will be 821,435,067 and this figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest, or a
change to their interest in, the Company.
Stifel Nicolaus Europe Limited acted as financial adviser and
sole bookrunner to the Company.
Robert Jennings, Chairman, said:
"The Board is delighted by the strong support from not only our
existing shareholders but also new investors. Today's announcement
represents a strong endorsement of our continuing strategy, which
focuses exclusively on global economic infrastructure debt
investments.
"We are confident in our ability to deploy the new funds in
attractive infrastructure projects in the coming summer months and
also have an excellent longer term pipeline of opportunities that
are within the requisite risk and return parameters."
For more information, please contact:
Sequoia Investment Management Company
Steve Cook
Dolf Kohnhorst
Randall Sandstrom
Greg Taylor +44 (0)20 7079 0480
Stifel Nicolaus Europe Limited
Neil Winward
Mark Bloomfield
Gaudi Le Roux +44 (0)20 7710 7600
Tulchan Communications (Financial
PR)
James Macey White
Martin Pengelley
Elizabeth Snow +44 (0)20 7353 4200
Praxis Fund Services Limited (Company
Secretary)
Matt Falla +44 (0) 1481 755530
IMPORTANT NOTICES
Neither this announcement nor the information contained herein
is for release, publication or distribution, directly or
indirectly, in or into the United States, South Africa, Canada,
Australia, New Zealand or Japan or any other jurisdiction where to
do so might constitute a violation of the relevant laws or
regulations of such jurisdiction. The securities referred to herein
have not been and will not be registered under the relevant
securities laws of any such excluded territory.
This announcement does not contain, constitute or form part of
an offer for sale of, resale of, transfer of or delivery of or the
solicitation of an offer to purchase directly or indirectly,
securities in the United States or to, or for the account or
benefit of a U.S. Person (as defined in Regulation S of the
Securities Act). The securities referred to herein have not been,
and will not, be registered under the Securities Act or any other
applicable securities laws of, or with any securities regulatory
authority of, any state or other jurisdiction of the United States,
and may not be offered, sold, resold, transferred or delivered,
directly or indirectly, in the United States or to, or for the
account or benefit of, any U.S. Person absent registration or an
applicable exemption from the registration requirements of the
Securities Act. Although the issuer does not intend to register any
part of the proposed offering in the United States, any public
offering in the United States would be made by means of a
prospectus that could be obtained from the issuer and would contain
detailed information about the company and management, as well as
financial statements. The Company has not been and will not be
registered under the U.S. Investment Company Act of 1940, as
amended, and neither International Fund Management (the "Investment
Manager") nor Sequoia Investment Management Company (the
"Investment Adviser") will be registered as an investment adviser
under the U.S. Investment Advisers Act of 1940, as amended.
Consequently, investors will not be entitled to the benefits and
protections of the U.S. Investment Company Act of 1940, as amended
or the U.S. Investment Advisers Act of 1940, as amended. The shares
of the Company will be offered and sold only to non-US persons
outside the United States in reliance on Regulation S under the
Securities Act. There will be no offer of the Company's securities
in the United States. The distribution of this document may also be
restricted by law in other jurisdictions.
This announcement does not constitute or form part of any offer
or invitation to sell, or any solicitation of any offer to purchase
or subscribe for any New Shares or any other securities 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.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about, and observe, any such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Subject to certain exceptions, the securities referred to herein
may not be offered or sold in the United States, South Africa,
Canada, Australia, New Zealand or Japan or to, or for the account
or benefit of, any national, resident or citizen of the United
States, Canada, Japan, Australia, New Zealand or South Africa.
There will be no offer of the New Shares in the United States,
Canada, South Africa, Japan, Australia or New Zealand.
In member states of the European Economic Area (the "EEA"), this
announcement is directed only at (a) persons who are "qualified
investors" ("Qualified Investors"), being persons falling within
the meaning of Article 2(1)(e) of the Prospectus Directive
(Directive 2003/71/EC) (as amended, including by Directive
2010/73/EU, to the extent such amendments have been implemented in
the relevant Member State and including any relevant implementing
measure in the relevant Member State) (the "Prospectus Directive");
(b) in the United Kingdom, Qualified Investors who are persons who
(i) fall within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), fall within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order or are
persons to whom it may otherwise be lawfully communicated and (ii)
are a "professional client" or an "eligible counterparty" within
the meaning of Chapter 3 of the FCA's Conduct of Business
Sourcebook (all such persons together being referred to as
"Relevant Persons"). This announcement must not be acted on or
relied on by persons who are not Relevant Persons. Any investment
or investment activity to which this announcement relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
No consents from the Jersey Financial Services Commission
pursuant to the Control of Borrowing (Jersey) Order 1958, as
amended have been obtained by the Company. Accordingly no public
offering of shares in the Company is being made to investors
resident in Jersey, and shares in the Company are being offered
only to a limited number of institutional and sophisticated
individual investors in Jersey. It must be distinctly understood
that the Jersey Financial Services Commission does not accept any
responsibility for the financial soundness of or any
representations made in connection with the Company.
This announcement is strictly for private use by its intended
recipient and may not in any way be passed on to any other person
or otherwise be distributed to the public in Sweden. It has not
been prepared in accordance with the prospectus requirements
provided for in the Swedish Financial Instruments Trading Act
(1991:980, as amended) ("SFITA") nor any other Swedish enactment
and will not be examined, approved or registered by the Swedish
Financial Supervisory Authority pursuant to the SFITA. Accordingly,
this announcement may not be made available, nor may the New Shares
otherwise be marketed and offered for sale in Sweden other than to
investors who are professional investors within the meaning of the
Swedish Act on Alternative Investment Fund Managers (2013:561, as
amended) and qualified investors within the meaning of the SFITA.
Subscriptions will not be accepted from any person other than the
person to whom this announcement has been delivered by the
International Fund Management Limited (the "AIFM") or its
representative. This announcement may not include all information
required to be included
in a prospectus in connection with an offering to the
public.
The AIFM is authorised to market the Company towards
professional investors and semi-professional investors in Denmark
in accordance with the Danish Consolidated Act no 1074 of 6 July
2016 on Alternative Investment Fund Managers Etc. and the Executive
Order no. 798 of 26 June 2014 on authorisation for alternative
investment fund managers to market alternative investment funds
from third countries in Denmark. Semi-professional investors are
defined as investors that i) commit to invest at least EUR 100,000
and ii) state in writing, in a separate document from the contract
to be concluded for the commitment to invest, that they are aware
of the risks associated with the envisaged commitment.
With regards to investors domiciled in Switzerland, the
interests of the Company are only available for purchase in case
these investors are qualified investors according to art. 10 para.
3 letter a and b ("Cat. I Qualified Investors") of the Swiss
Federal Act on Collective Investment Schemes of 23 June 2006
("CISA"). No interests in the fund may be acquired by Swiss
domiciled investors other than Cat. I Qualified Investors. The
Company has not been authorized by the Swiss Financial Market
Supervisory Authority ("FINMA") for distribution to non-qualified
investors within the meaning of the CISA.
The interests in the Company must not be distributed in
Switzerland within the meaning of art. 3 CISA and this
announcement, any prospectuses, fund documents, presentations and
marketing materials etc. in relation to the Company, may be made
available in Switzerland exclusively to Cat. I Qualified
Investors.
This Announcement does not constitute a prospectus within the
meaning of Articles 652a or 1156 of the Swiss Code of Obligations
or a listing prospectus according to Article 27 et seq. of the
Listing Rules of SIX Swiss Exchange.
The New Shares will not be offered, sold, placed or underwritten
in Ireland: (a) except in circumstances which do not require the
publication of a prospectus pursuant to the Prospectus Directive as
implemented in Ireland including pursuant to the Prospectus
(Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as
amended and any rules issued by the Central Bank of Ireland
pursuant thereto; (b) otherwise than in compliance with the
provisions of the Irish Companies Act 2014; (c) otherwise than in
compliance with the provisions of Regulation (EU) No 600/2014 of
the European Parliament and the Council, the European Communities
(Markets in Financial Instruments) Regulations 2017 (S.I. No. 375
of 2017) (as amended) and Stifel and any introducer appointed by
the Company will conduct themselves in accordance with any codes or
rules of conduct and any conditions or requirements, or any other
enactment, imposed or approved by the Central Bank of Ireland with
respect to anything done by them in relation to the Company; (d)
otherwise than in compliance with the provisions of Regulation (EU)
No 596/2014 of the European Parliament and of the Council, the
Irish European Union (Market Abuse) Regulations 2016 and any rules
issued by the Central Bank of Ireland pursuant thereto; and (e)
except to professional investors as defined in Directive 2011/61/EU
("AIFMD") and otherwise in accordance with AIFMD, Commission
Delegated Regulation 231/2013, the Irish European Union
(Alternative Investment Fund Managers) Regulations 2013 (S.I. no
257 of 2013), as amended, and any rules issued by the Central Bank
of Ireland pursuant thereto.
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange or applicable law, the Company undertakes no obligation to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised
and regulated in the United Kingdom by the FCA, is acting
exclusively for the Company and no-one else in connection with the
potential equity issue. Stifel will not regard any other person as
its client in relation to the potential issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in
relation to the potential issue, the contents of this announcement
or any transaction, arrangement or other matter referred to
herein.
Neither Stifel nor any of its directors, officers, employees,
advisers, affiliates or agents accepts any responsibility or
liability whatsoever for/or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to the Company or its subsidiary, whether written, oral or
in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection
therewith.
The Company is incorporated in Guernsey and has been registered
as a registered closed-ended collective investment scheme under the
Protection of Investors (Bailiwick of Guernsey) Law, 1987, as
amended. It is suitable only for professional or experienced
investors, or those who have taken appropriate professional
advice.
Regulatory requirements which may be deemed necessary for the
protection of retail or inexperienced investors, do not apply to
listed funds. By investing in the Company you will be deemed to be
acknowledging that you are a professional or experienced investor,
or have taken appropriate professional advice, and accept the
reduced requirements accordingly.
You are wholly responsible for ensuring that all aspects of the
Company are acceptable to you. Investment in listed funds may
involve special risks that could lead to a loss of all or a
substantial portion of such investment. Unless you fully understand
and accept the nature of the Company and the potential risks
inherent in it you should not invest in the Company.
Further information in relation to the regulatory treatment of
listed funds domiciled in Guernsey may be found on the website of
the Guernsey Financial Services Commission at
http://www.gfsc.gg/The-Commission/Pages/Home.aspx.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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