Results of Global Offer
3i Infrastructure Ltd
08 March 2007
These written materials are not for distribution (directly or indirectly) in or
into the United States, Canada, Australia or Japan. They do not constitute an
offer of securities for sale in or into the United States, Canada, Australia or
Japan.
The securities have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the 'Securities Act') and may not be offered
or sold in the United States absent registration or an exemption from the
registration requirements of the Securities Act. The Company does not intend to
register any portion of the Global Offer in the United States or to conduct a
public placing of securities in the United States. The Company will not be
registered under the US Investment Company Act of 1940, as amended, and
investors will not be entitled to the benefits of that Act.
3i Infrastructure Limited
8 March 2007
Results of Global Offer and Commencement of Conditional Dealings
This announcement is an advertisement (within the meaning of the Prospectus
Rules made under section 73A of the Financial Services and Markets Act 2000) and
not a prospectus and investors should not subscribe for or purchase any
securities referred to in this announcement except on the basis of information
in the prospectus published by 3i Infrastructure Limited ('3i Infrastructure' or
the 'Company') on 20 February 2007 in connection with the admission of such
securities to the main market of the London Stock Exchange plc (the
'Prospectus'). Copies of the Prospectus are available from the Company's
registered office and from the offices of Citigroup Global Markets Limited at
Citigroup Centre, Canada Square, London E14 5LB.
The Board of 3i Infrastructure Limited, a newly-established,
Jersey-incorporated, public closed-ended investment company, is pleased to
announce the results of the global offer of its ordinary shares and warrants
(the 'Global Offer').
The Global Offer has raised gross proceeds of £700 million (prior to any
exercise of the over-allotment option). A total of 700,000,000 ordinary shares
(at a price of £1 per ordinary share) and 70,000,000 warrants with a
subscription price of £1 each will be issued. Each warrant will be issued in
respect of every 10 ordinary shares purchased under the Global Offer.
As part of the Global Offer, 3i Group plc ('3i Group') has subscribed for 325
million ordinary shares in the Company. 3i Group's shareholding will represent
approximately 46% of the Company's ordinary shares (prior to any exercise of the
over-allotment option).
Commenting on the Company's successful listing, Michael Queen, Managing Partner,
Head of Infrastructure, 3i, said:
'We are delighted with the successful completion of the largest IPO of an
infrastructure investment company in Europe. We are particularly pleased with
the quality of investors who have recognised the strength of 3i's infrastructure
proposition and who have invested despite the current turbulent equity market
conditions. 3i's Infrastructure team looks forward to delivering a quality
portfolio of global infrastructure assets.'
Also commenting on the amount raised in the Global Offer, Peter Sedgwick,
non-executive Chairman of the Company, said:
'The Board of Directors are delighted by the successful completion of the offer.
We look forward to working with the 3i Infrastructure team for the benefit of
the new shareholders.'
The Company intends to make equity (or equivalent) investments in infrastructure
businesses and assets, with an initial focus on Europe, North America and Asia.
It intends to invest the initial net proceeds of the Global Offer over the
two-year period following Admission. 3i Investments plc ('3i Investments'), a
subsidiary of 3i Group, will act as investment adviser to the Company.
Applications have been made for all of the ordinary shares and warrants (issued
and to be issued in connection with the Global Offer) to be admitted to the
Official List of the UK Listing Authority, and to the London Stock Exchange for
all of the ordinary shares and warrants to be admitted to trading on the main
market for listed securities of the London Stock Exchange.
Conditional dealings are expected to commence on the London Stock Exchange at
8.00 am today under the ticker symbol '3IN' for the ordinary shares and '3INW'
for the warrants. It is expected that admission to the Official List of the UK
Listing Authority will become effective and that unconditional dealings in the
ordinary shares and the warrants on the London Stock Exchange will commence at
8.00 am on 13 March 2007.
CREST accounts will be credited against payment on 13 March, 2007 and
certificates in respect of the ordinary shares and warrants issued in
certificated form will be despatched as soon as practicable after 13 March,
2007.
For further information, please contact:
Citigroup: Tel: +44 (0)20 7986 4000
Tim Harvey-Samuel/Alex Carter
Scott-Harris (Private client funds): Tel: +44 (0)20 7653 0030
Stephen Scott/Annabel Michie
Maitland: Tel: +44 (0)20 7379 5151
Philip Gawith/Lydia Pretzlik
Background
• The Company will be advised on investment matters by 3i Investments,
through its infrastructure investment team led by Michael Queen.
• 3i Group is a leading European private equity and venture capital group
with a specialist infrastructure investment team. 3i Group is listed on the
London Stock Exchange and is a constituent of the FTSE 100 Index. As at 30
September 2006, 3i Group had £7 billion of assets under management. With
over 300 investment professionals and offices in 14 countries worldwide, 3i
Group has both local and global presence.
• The Company will acquire an initial portfolio of UK infrastructure
investments from 3i Group (the 'Initial Portfolio') for a purchase price
proposed by 3i Group and accepted by the directors of the Company. The
Company's independent valuation adviser has reported on the fairness and
reasonableness of the proposed purchase price. The Initial Portfolio
comprises an interest in substantially all of 3i Group's unrealised
infrastructure investments:
- an investment in Anglian Water, the fourth largest water supply and
waste water company in England and Wales, measured by regulatory capital
value, with approximately 4.2 million water and 5.4 million waste water
customers;
- an interest in Infrastructure Investments LP, one of the largest UK
equity funds investing in secondary PFI projects; and
- investments in two other PFI projects:
• Norfolk and Norwich Hospital
• Alpha Schools, Scotland.
• The Company intends to make investments with an overall objective of
providing its shareholders with a total return (comprising the increase in
net asset value, plus distributions, per share) of approximately 12% on the
initial net proceeds of the Global Offer, to be achieved over the long-term.
There can be no assurance that the Company will achieve its investment
objective. Within this overall objective, the Company will target an annual
distribution yield of approximately 5% on the initial net proceeds of the
Global Offer, once fully invested, through a combination of regular
dividends and capital returns. Thereafter, the Company will target a
progressive distribution policy (meaning that, if followed, the annual
distributions would steadily increase in absolute terms over time).
• The Company has an independent Board of non-executive directors consisting
of Peter Wagner, Philip Austin, Martin Dryden and chaired by Peter Sedgwick.
It is proposed that Paul Waller, a member of 3i Group's management
committee, will also join the Board in due course.
• Citigroup Global Markets Limited is acting as Sole Global Co-ordinator,
Sponsor and Underwriter for the Global Offer.
• The Company has granted to Citigroup, for stabilisation purposes, an
over-allotment option in connection with the Global Offer (up to a maximum
of 10% of the total number of ordinary shares and warrants comprised in the
Global Offer), which may result in the issue of additional ordinary shares
and warrants at the offer price.
Important Information
The contents of this announcement, which have been prepared by and are the sole
responsibility of the Company, have been approved by Citigroup Global Markets
Limited solely for the purposes of section 21(2)(b) of the Financial Services
and Markets Act 2000.
Citigroup Global Markets Limited is acting for the Company and no one else in
connection with the Global Offer and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the Global Offer or any other matter referred to
herein.
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.
The contents of this announcement include statements that are, or may deemed to
be 'forward-looking statements'. These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
'believes', 'estimates', 'anticipates', 'expects', 'intends', 'may', 'will' or
'should'. They include the statement regarding the Company's targeted total
returns and yields. By their nature, forward-looking statements involve risks
and uncertainties and readers are cautioned that any such forward-looking
statements are not guarantees of future performance. The Company's actual
results and performance may differ materially from the impression created by the
forward-looking statements. The Company undertakes no obligation to publicly
update or revise forward-looking statements, except as may be required by
applicable law and regulation (including the Prospectus Rules and the Listing
Rules). Nothing in this announcement is, or is intended as, a profit forecast.
Acquiring investments to which this announcement relates may expose an investor
to a significant risk of losing all of the amount invested. Persons considering
investing in such investments should consult an authorised person specialising
in advising on such investments. This announcement does not constitute a
recommendation concerning the Global Offer. The value of shares can go down as
well as up. Potential investors should consult a professional advisor as to the
suitability of the investment for the person concerned.
The information contained herein is not for publication or distribution in or
into, directly or indirectly, the United States of America. These materials do
not contain or constitute an offer of securities for sale in the United States.
The securities referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration under that Act or an available exemption from
it. The Company does not intend to register the securities or conduct a public
offering in the United States. The Company will not be registered under the US
Investment Company Act of 1940, as amended, and investors will not be entitled
to the benefits of that Act.
This information is provided by RNS
The company news service from the London Stock Exchange
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