TIDMSEQI
RNS Number : 0428M
Sequoia Economic Infra Inc Fd Ld
12 September 2019
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 U.S. 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.
The information contained in this announcement may constitute
inside information for the purpose of the Market Abuse Regulation
(EU) no. 596/2014.
12 September 2019
Sequoia Economic Infrastructure Income Fund Limited (the
"Company")
Early Release of Placing Price
Further to the announcement on 2 September 2019 in relation to a
proposed placing (the "Placing") of up to 125,000,000 new ordinary
shares of no par value in the Company ("New Shares"), the Board of
Directors of the Company announces that the issue price of the New
Shares will be 111.00 pence per New Share (the "Placing Price"). At
the Placing Price, assuming that 125,000,000 New Shares are issued,
the gross proceeds of the Placing will be GBP138,750,000.
The Placing Price represents a discount of approximately 5.0 per
cent. to the closing share price on 30 August 2019 of 116.80 pence,
the last business day prior to the initial announcement of the
Placing.
As announced earlier today, the Company's unaudited cum-income
NAV per ordinary share as at 30 August 2019 was 104.62 pence (the
"NAV"). The Placing Price represents a premium of approximately 6.1
per cent. to the NAV. The Placing will be NAV accretive for
existing shareholders.
The expected closing date of the Placing remains 1:00pm on 19
September 2019.
Expected Timetable
Expected time and
date
Expected closing of the Placing 1:00 p.m. on 19 September
2019
Announcement of results of the Placing 7:00 a.m. on 20 September
2019
Admission of the New Shares to the Official 8:00 a.m. on 24 September
List and 2019
commencement of dealings on the London
Stock Exchange
CREST accounts credited in respect of 8:00 a.m. on 24 September
New Shares to be held in uncertificated 2019
form
Dispatch of definitive share certificates Approximately 14 days
in respect of New following (where applicable)
Shares (where applicable) the admission of the
New Shares
All references to times in this Announcement are to London times
unless otherwise stated.
The dates and times specified above are subject to change. In
particular, the Directors may (with the prior approval of Stifel)
bring forward or postpone the closing time and date for the
Placing. In the event that a date or time is changed, the Company
will notify persons who have applied for New Shares of changes to
the timetable either by electronic mail or by the publication of a
notice through a Regulatory Information Service.
Further details of the Placing
The issue of the 125,000,000 New Shares will be undertaken under
the Company's existing general authority to dis-apply pre-emption
rights as approved by shareholders on 5 August 2019 (the "AGM"),
representing an aggregate amount of less than 10% of the ordinary
shares in issue (as at the AGM). A prospectus is not required in
respect of the Placing and any prior prospectus of the Company has
expired.
Application will be made for the admission of the New Shares to
the premium segment of the Official List of the FCA and to trading
on the London Stock Exchange's main market for listed
securities.
Participation in the Placing will only be available to persons
in member states of the EEA who are qualified investors as defined
in article 2 (e) of the Prospectus Regulation ("Qualified
Investors").
Qualified Investors should communicate their firm interest to
their usual sales contact at Stifel. The decision to allot any New
Shares to any Qualified Investors shall be at the discretion of the
Company and Stifel. The Company reserves the right, after
consultation with Stifel and the Investment Adviser, to scale back
applications under the Placing at their absolute discretion in such
amounts as they consider appropriate.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for New Shares, investors
will be deemed to have read and understood this Announcement and
any previous or subsequent announcement relating to the Placing
(including the Appendices), in its entirety and to be making such
offer on the terms and subject to the conditions set out in the
'Proposed Placing of New Ordinary Shares' announcement that was
released on 2 September 2019, and to be providing the
representations, warranties and acknowledgements contained in the
Appendix of that announcement.
The Placing is not being underwritten.
Further details
The ticker for the Company's ordinary shares is SEQI. The ISIN
for the Company's ordinary shares is GG00BV54HY67 and the SEDOL is
BV54HY6.
The Company currently has 1,261,353,491 shares in issue. The
Company holds no shares in treasury. 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 in, or
a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.
Investors should note that the NAV for the period ended 30
August 2019 has not been audited.
The information contained in this announcement may constitute
inside information. The person responsible for the release of this
announcement on behalf of the Company is Praxis Fund Services
Limited.
LEI: 2138006OW12FQHJ6PX91
For further information please contact:
Sequoia Investment Management Company +44 (0)20 7079 0480
Steve Cook
Dolf Kohnhorst
Randall Sandstrom
Greg Taylor
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Neil Winward
Mark Bloomfield
Gaudi Le Roux
Tulchan Communications (Financial PR) +44 (0)20 7353 4200
James Macey White
Martin Pengelley
Elizabeth Snow
Praxis Fund Services Limited (Company Secretary) +44 (0) 1481 755530
Matt Falla
MISCELLANEOUS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the
"Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the Product Governance
Requirements) may otherwise have with respect thereto, the New
Shares have been subject to a product approval process, which has
determined that the New Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, Placees and
distributors should note that: the price of the New Shares may
decline and investors could lose all or part of their investment;
the New Shares offer no guaranteed income and no capital
protection; and an investment in the New Shares is compatible only
with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources
to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, Stifel will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Shares and determining
appropriate distribution channels.
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, the Republic of 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 Limited (the
"Investment Manager") nor Sequoia Investment Management Company
Limited (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, and
should not be construed as, 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 or investment decision whatsoever, in
any jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
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, the Republic of
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.
Denmark
The Company is an alternative investment fund and the Investment
Manager is an AIFM for purposes of the AIFMD. The Company has been
approved for marketing in Denmark by the Danish Financial
Supervisory Authority pursuant to Section 130 of the Danish AIFM
Act so that the Company may be marketed to professional investors
within the meaning of the Danish AIFM Act only. The Announcement
must not be distributed to, or relied upon by, investors in Denmark
in any other circumstances. Furthermore, this Announcement does not
constitute a prospectus under any Danish laws or regulations and
has not been filed with or approved by the Danish Financial
Supervisory Authority as the Prospectus has not been prepared in
the context of a public offering of securities in Denmark within
the meaning of the Danish Securities Trading Act or any Executive
Orders issued in connection thereto. In accordance with the
exemption from the prospectus requirements, the Announcement will
only be directed to qualified investors as defined in Section 2 of
the Danish Executive Order no. 1104/2014.
European Economic Area
In relation to each Relevant Member State, with effect from and
including the Relevant Implementation Date, an offer of New Shares
described in this Announcement may not be made to the public in
that Relevant Member State prior to the publication of a prospectus
in relation to the New Shares that has been approved by the
competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and notified
to the competent authority in that Relevant Member State, all in
accordance with the Prospectus Regulation, unless, with effect from
and including the Relevant Implementation Date: (i) the offer is
exclusively intended for Qualified Investors; (ii) the offer is
made to fewer than 100 or, if the Relevant Member State has
implemented the relevant provisions of the Prospectus Regulation,
150 natural or legal persons (other than Qualified Investors); or
(iii) the offer takes place under other circumstances in which the
publication of a prospectus is not required under Article 3 of the
Prospectus Regulation, to the extent that this exemption has been
implemented in the Relevant Member State. Each purchaser of New
Shares described in this Announcement located within a Relevant
Member State (other than the United Kingdom) will be deemed to have
represented, acknowledged and agreed that it is a Qualified
Investor. For the purposes of this provision, the expression an
"offer to the public" in relation to any offer of New Shares in any
Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer and
any New Shares to be offered so as to enable an investor to decide
to purchase or subscribe for the New Shares, as the same may be
varied in that Relevant Member State by any measure implementing
the Prospectus Regulation in that Relevant Member State. This
Announcement may not be used for, or in connection with, and does
not constitute, any offer of New Shares or an invitation to
purchase or subscribe for New Shares in any Relevant Member State
or jurisdiction in which such an offer or invitation would be
unlawful.
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 Article 3(2) of the
Prospectus Regulation 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 the European Communities (Markets
in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007)
(as amended), and the bookrunner 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 the Irish
Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules
issued by the Central Bank of Ireland pursuant thereto; and (e)
except to professional investors as defined in 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.
This Announcement may only be distributed or circulated directly
or indirectly in or from within the Bailiwick of Guernsey (i) by
persons licensed to do so by the Commission under the POI Law or
(ii) to persons licensed under the POI Law, the Banking Supervision
(Bailiwick of Guernsey) Law, 1994, the Insurance Business
(Bailiwick of Guernsey) Law, 2002, the Insurance Managers and
Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the
Regulation of Fiduciaries, Administration Businesses and Company
Directors etc. (Bailiwick of Guernsey) Law 2000.
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 New Shares is being made to investors resident in
Jersey, and New Shares 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.
No offer of New Shares to the public will be made in Luxembourg
pursuant to this Announcement, except that an offer of New Shares
in Luxembourg may be made at any time: (a)to any person or legal
entity which is a professional client within the meaning of Annex
II of MiFID; or (b) in any circumstances which do not fall under
specific offer limitations under the AIFM Law and at the same time
do not constitute an Offer of Shares to the public requiring the
publication by the Company of a prospectus pursuant to Article 5 of
the Prospectus Law; provided that in both cases (a) and (b) above
the AIFM fulfils the requirements set out in the AIFM Law (in
particular the notification obligation set out in Article 45 of the
AIFM Law (Article 42 of the AIFMD) and the potentially applicable
ongoing requirements). For the purposes of this provision, the
expression "Offer of Shares to the public" in relation to any New
Shares in Luxembourg means the communication to persons in any form
and by any means presenting sufficient
information on the terms of the offer and the New Shares to be
offered so as to enable an investor to decide to purchase or
subscribe the New Shares, the expression "Prospectus Law" means the
Luxembourg law of 10 July 2005 on prospectuses for securities, as
amended. Neither the Company nor its AIFM have been authorised or
registered under the AIFM Law or are otherwise supervised by the
Luxembourg Commission de Surveillance du Secteur Financier
("CSSF").
The Company is an alternative investment fund and the Investment
Manager of the Company is an AIFM for purposes of the AIFMD. The
Investment Manager has been approved by the Swedish Financial
Supervisory Authority pursuant to Chapter 5 Section 10 of the
Swedish Act on Alternative Investment Fund Managers (2016:561) (the
"Swedish AIFM Act") to market the Company to professional investors
in Sweden. The Company may be marketed to professional investors
within the meaning of the Swedish AIFM Act only. The Announcement
may only be distributed to professional investors and the
Announcement may not be distributed to or made available to
non-professional investors in Sweden. Furthermore, the Announcement
has not been, nor will it be, registered with or approved by the
Swedish Financial Supervisory Authority under the Swedish Financial
Instruments Trading Act (1991:980) (the "Swedish Trading Act").
Accordingly, the Announcement may not be made available, nor may
the interests in the Company offered hereunder be marketed and
offered for sale in Sweden, other than under circumstances which do
not require a prospectus (Sw. prospekt) to be prepared under the
Swedish Trading Act.
The Company has not been licensed for distribution with the
Swiss Financial Market Supervisory Authority ("FINMA") as a foreign
collective investment scheme pursuant to Article 120 of the Swiss
Federal Act on Collective Investment Schemes of 23 June 2006, as
amended ("CISA"). Also, the Company has not appointed a Swiss
paying agent and representative and therefore may not be
distributed in Switzerland (as defined by Art. 3 para. 1 CISA).
Accordingly, in Switzerland the New Shares will only be offered and
sold to prudentially regulated financial institutions pursuant to
Article 10 para. 3 lit. a and b CISA; in addition, the New Shares
may be sold under the reverse solicitation-exemption pursuant to
Article 3 para. 2 lit. a CISA. The Announcement and any other
offering material relating to the New Shares may only be handed out
within these restrictions. Investors in the New Shares do not
benefit from the specific investor protection provided by CISA and
the supervision by the FINMA. The New Shares are not publicly
offered within the meaning of article 652a or 1156 of the Swiss
Code of Obligations. As a consequence, the Announcement is not a
prospectus within the meaning of these provisions and may therefore
not comply with the information standards required thereunder. The
Announcement is not a listing prospectus according to article 27 et
seq. of the Listing Rules of the SIX Swiss Exchange and may
therefore not comply with the information standards required
thereunder or under the listing rules of any other Swiss stock
exchange.
The New Shares described herein may not, directly or indirectly,
be offered or acquired in The Netherlands, and this Announcement
may not be circulated in The Netherlands as part of initial
distribution or at any time thereafter, except: (a) to qualified
investors within the meaning of Section 1:1 of the Financial
Markets Supervision Act (Wet op het financieel toezicht), as
amended from time to time; (b) to a maximum of 149 individuals who
are not qualified investors within the meaning of Section 1:1 of
the Financial Markets Supervision Act; or (c) to investors who
acquire New Shares for a minimum consideration of EUR 100,000 or
the equivalent thereof in another currency. The Company has not
been registered for public offer or distribution in The Netherlands
and does not require a licence under the Dutch Financial Markets
Supervision Act and is not subject to the prudential and conduct of
business supervision of the Dutch Central Bank (De Nederlandsche
Bank N.V.) and the Dutch Authority for the Financial Markets
(Stichting Autoriteit Financiële Markten).
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
which the Company's businesses operate to differ materially from
the impression created by 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
Placing. Stifel will not regard any other person as its client in
relation to the Placing 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 Placing, 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.
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 news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCGGUGABUPBGRG
(END) Dow Jones Newswires
September 12, 2019 02:05 ET (06:05 GMT)
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