Statement re HSBC launch of new Infrastructure ...
8 February 2006
HSBC Infrastructure Company Limited
Issue of up to 250 million ordinary shares at 100p per share pursuant to a
Placing and Offer for Subscription
The Board today announces its intention to raise up to £250 million by means of
a Placing and Offer for Subscription (the 'Issue') for HSBC Infrastructure
Company Limited (the 'Company'), a newly established, Guernsey-incorporated,
closed-ended investment company. Its investment adviser will be the
infrastructure investment team of HSBC Specialist Fund Management Limited
('Infrastructure Investment Team'). The Company will be the first
infrastructure investment company to be listed on the London Stock Exchange.
The Company will seek to deliver long-term sustainable dividends at levels that
exceed current UK and other European government bond yields, and progressive
dividend growth. The Company will target an initial dividend yield of 5.75 per
cent (on the Issue price of 100p) in its first full financial year. It will
target a 7-8 per cent total return on its Ordinary Shares on the Issue price
over the long term.
These returns will be achieved by investing in infrastructure projects, the
first £250 million of which are intended to be sourced at launch from an
existing portfolio of public sector backed PFI/PPP investments, which have been
developed and managed over the course of the past eight years by HSBC's
Infrastructure Investment Team (the 'Initial Portfolio').
These investments are all based on long term concession contracts (typically
with 20-30 year remaining terms) to construct and subsequently operate public
sector assets such as government offices and facilities, schools, hospitals and
transport links.
An investment in the Company will enable investors to access the income stream
from the Initial Portfolio, resulting from infrastructure investments in
project companies, which:
* have public sector or government-backed revenues;
* have completed, or are near completion, of the construction phases of their
contracts; and
* have contracts which are predominantly ``availability'' based (i.e. the
contractual payments do not generally depend on the level of use of the
project asset).
The Company is seeking initially to raise up to £250 million of equity to fund
these investments, but will expand its investment portfolio over time into
other infrastructure investments, with the objective of further diversifying
the portfolio, increasing yield and enhancing shareholder returns over the
long-term. The Company will therefore have a potentially unlimited lifespan.
Additional investments will be funded by raising capital from the market or by
prudent use of gearing.
The Company will be advised by HSBC's Infrastructure Investment Team, which is
amongst the most established and experienced in the European market, and has
been investing in infrastructure since 1997 as one of the major participants in
the UK PFI/PPP market. The team has developed the Initial Portfolio and has an
intimate working knowledge of all the underlying assets.
Werner von Guionneau who heads HSBC's Specialist Investments Limited, the
Group's dedicated infrastructure and property investment business, said: 'The
long-term, partially inflation protected cash flows from infrastructure
investments, particularly in the UK, have been difficult for most investors to
access directly. HSBC now aims to change this by creating a unique investment
vehicle that offers the transparency of a London Stock Exchange listing
combined with the proven expertise of our own investment specialists.'
Notes to Editors
A subsector of the infrastructure market is composed of contracts between the
state and private enterprise referred to as Private Finance Initiatives (PFI)
or Public Private Partnerships (PPP). Under many of these arrangements,
commercial entities agree to provide services to the state and, as long as
pre-agreed service standards are met, the public sector is obliged to make
payments throughout the life of the contract. Typically the private enterprise
in these arrangements is a consortium comprising a construction company, a
facilities management operator and a financial investor.
The Initial Portfolio consists of infrastructure investments in 15 project
companies in the government accommodation, health, transport and education
sectors. It includes accommodation projects for the UK Home Office, Health and
Safety Executive and the Ministry of Defence, a number of hospitals, schools, a
police custodial project and a high speed rail project for the Dutch State.
The Company's management team will be drawn from HSBC's highly successful
Specialist Investments business which has operated a dedicated infrastructure
investment team since 1997. The team currently comprises 10 investment
directors with over 80 years of UK PFI and PPP experience and has been
responsible for investments in over 30 projects with an aggregate capital value
of around £5 billion.
The Board has today published a prospectus with details of the Issue.
Expected Timetable
All references are to UK time
Placing and Offer for Subscription opens 8 February
Latest time and date for receipt of Application 4.30 p.m. on 22 March
Forms under the Offer for Subscription
Latest time and date for receipt of Placing 4.30 p.m. on 22 March
commitments
Announcement of placing results 24 March
Admission to the Official List and unconditional 8 a.m. on 29 March
dealings commence on the London Stock Exchange
Share certificates expected to be despatched As soon as practicable after
29 March
Two copies of the Prospectus dated 8 February 2006 will shortly be submitted to
the UK Listing Authority and will be available for inspection at the UK Listing
Authority's Document Viewing Facility situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Enquiries:
HSBC Corporate Communications 020 7991 8888
Richard Lindsay
HSBC Specialist Fund Management Limited 020 7991 8888
Werner von Guionneau
Gareth Craig
Jonathan Maxwell
Sandra Lowe
UBS 020 7567 8000
Will Rogers
Steven Wirth
HSBC Specialist Fund Management Limited
HSBC Specialist Fund Management Company Limited ('HSFML') is a wholly owned
subsidiary of HSBC Specialist Investments Limited, the dedicated infrastructure
and property investment arm of HSBC Group. HSFML was incorporated in England
and Wales on 2 May 1997 under the Companies Act 1985 (registered number
03364976) and is authorised and regulated in the United Kingdom by the
Financial Services Authority.
HSBC Holdings plc
HSBC Holdings plc is one of the largest banking and financial services
organisations in the world, with some 260,000 employees worldwide operating
through a network of over 9,700 offices in 77 countries and territories. HSBC
is listed in London, Hong Kong, New York, Paris and Bermuda and had a market
capitalisation of approximately £100 billion as at 30 June 2005. Total assets
at that date were US$1,467 billion and profit before tax for the six months to
30 June 2005 was US$10,640 million.
Legal information
The contents of this announcement, which have been prepared by and are the sole
responsibility of the Company, have been approved solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000 by HSBC
Specialist Fund Management Limited of 8 Canada Square, London E14 5HQ, which is
authorised and regulated by the Financial Services Authority. HSBC Specialist
Fund Management Limited is acting for the Company in connection with this
announcement and for no one else and will not be responsible to anyone other
than the Company for providing the protections afforded to customers of HSBC
Specialist Fund Management Limited or for providing advice in relation to the
Issue, the contents of this announcement or any matters referred to herein.
Persons needing advice should contact a professional adviser. The price of
securities may go down as well as up.
The Issue and the distributions of this announcement and other information in
connection with the Issue in certain jurisdictions may be restricted by law and
persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement is an advertisement for the purposes of the Prospective
Directive (2003/71/EC) and does not constitute or form part of any offer or
invitation to sell or issue, or any solicitation of any offer to purchase or
subscribe for, any securities. Any purchase of or application for securities of
the Company pursuant to the Issue may only be made on the basis of the
information contained in the final prospectus to be issued in connection with
the Issue (the 'Prospectus'). It is intended that copies of the Prospectus will
be available at the registered office of (1) the Company at Dorey Court,
Admiral Park, St Peter Port, Guernsey, Channel Islands, GY1 3BG, (2) HSBC Bank
plc at 8 Canada Square, London, E14 5HQ and (3) UBS Limited at 1 Finsbury
Avenue, London, EC2M 2PP.
This document does not constitute or form part of an offer to sell, or the
solicitation of an offer to subscribe for, shares in the Company to any person
in the United States or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. The shares being offered under the Issue have not
been and will not be registered under the US Securities Act of 1933 (as
amended) or under the securities laws or with any securities regulatory
authority of any state or other jurisdiction of the United States or of any
province or territory of Australia, Canada or Japan.
This announcement includes statements that are, or may be deemed to be,
'forward-looking statements'. These forward-looking statements can be
identified by the fact that they do not only relate to historical or current
events. Forward-looking statements often use words such as 'anticipate',
'target', 'expect', 'estimate', 'intend', 'expected', 'plan', 'goal' believe',
or other words of similar meaning.
By their nature, forward-looking statements involve risk and uncertainty
because they relate to future events and circumstances, a number of which are
beyond the Company's control. As a result, the Company's actual future results
may differ materially from the plans, goals and expectations set out in these
forward-looking statements. Factors that could cause actual results and
developments to differ materially from those estimated by the forward-looking
statements include, but are not limited to, the factors to be described in the
risk factors and operating and financial review and prospectus section of the
Prospectus.
Any forward-looking statements made by or on behalf of the Company speak only
as at that date of this document. Save as required by any applicable laws or
regulations, the Company undertakes no obligation publicly to release the
results of any revisions to any forward-looking statements in this announcement
that may occur due to any change in its expectations or to reflect events or
circumstances after the date of this announcement.
No information in this announcement or any of the documents relating to the
Issue, including the Prospectus, can be relied upon as a guide to future
performance.
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