Placing, Open Offer and Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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.
24 November 2009
International Public Partnerships Limited
Placing, Open Offer and Offer for Subscription
The Board of International Public Partnerships Limited ("INPP" or the "Company") recently advised that it was considering options with respect to the raising of additional capital. The Company is now pleased to advise that its current intention is to raise new equity capital through a secondary issue of ordinary shares ("Ordinary Shares") by way of a placing, open offer and offer for subscription (the "Issue"). The Company is currently targeting a fundraising of £100m and the issue price per Ordinary Share will be a minimum of the Net Asset Value per existing Ordinary Share.
The Company is currently undertaking a road show to existing and new investors and hopes to receive firm commitments under the placing element of the Issue in the week commencing 14 December 2009.
If the Company does raise additional capital then (after expenses) it would expect to deploy this in further investments having substantially the same characteristics as its existing investments as well as paying down its existing debt facility (currently drawn £58m). The Company expects that any surplus capital raising proceeds would be invested within 6-12 months and that projected cashflow of INPP from existing assets in its portfolio will be sufficient to meet distribution targets until all proceeds are invested.
The Company considers that there are a large number of potential investment opportunities available to the Company which could be accretive to investors.
Specifically, the Company sees opportunities arising from two sources:
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Firstly, the strong pipeline of transactions being developed by Amber Fund Management Limited, the Company's investment adviser (the "Investment Adviser") and other members of the Investment Adviser's corporate group (together "Amber"). This includes the redevelopment of Liverpool Central Library for which Amber was awarded preferred bidder status on 30 October 2009, as well as nine U.K. and European PPP projects where exclusivity exists.
In addition, Amber has a significant number of other projects it is currently bidding, including three opportunities where Amber is one of two bidders in the final competitive phase. INPP has a right of first refusal to acquire from Amber all such projects which meet its investment criteria upon disposal by Amber.
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Secondly, the Company and its Investment Adviser are being approached with a number of secondary market opportunities to invest in PPP projects (both in the U.K. and overseas) which have been developed by third parties and who are seeking new long term investors in these projects. Typically these projects are at a mature or semi-mature stage and may offer additional yield to INPP. The Board's policy remains to seek investment opportunities in both early stage PPP projects (which offer capital growth potential) and in more mature projects which provide additional support to the Company's long term income projections and thus the ability to continue to grow distributions).
For further information, please contact:
Bianca Francis
Amber Fund Management Limited
+44 (0)20 7939 0558
bianca.francis@amberinfrastructure.com
Nick Westlake
Numis Securities Limited
+44 (0)20 7260 1345
n.westlake@numiscorp.com
IMPORTANT NOTICES
The pipeline of transactions referred to in the Announcement (including the PPP redevelopment of Liverpool Central Library) are those in which an Amber group company is the preferred bidder and in which the Company has a right of first refusal to acquire such projects upon disposal by Amber. There is no guarantee that Amber will be successful in any such bidding process or that the Company will acquire an interest in such projects or in any of the secondary market opportunities that the Company and the Investment Adviser are being approached with.
This Announcement has been issued by and is the sole responsibility of the Company.
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 Numis Securities Limited ("Numis") 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.
Numis, which is authorised and regulated by the Financial Services Authority, is acting for the Company in connection with the Issue and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Numis nor for providing advice in relation to the Issue, the contents of this Announcement or any other matter referred to herein.
Ordinary Shares to be issued pursuant to the Issue have not been, and will not 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. No offering of Ordinary Shares is being made in the United States or to U.S. persons as defined in and in accordance with Regulation S under the Securities Act ("U.S. Persons"). 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 the Investment Company Act.
The distribution of this Announcement and the placing, open offer and offer for Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Numis that would permit an offering of any Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Numis to inform themselves about, and to observe, such restrictions.
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. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness. 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 or commitment whatsoever. Any decision to purchase Ordinary Shares in the proposed placing, open offer or offer for subscription should be made solely on the basis of the information contained in the final prospectus issued by the Company.
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 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 these 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 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.
The information contained in this Announcement is subject to change without notice and neither the Company nor Numis assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
This information is provided by RNS
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