First Day Dealings
Utilico Emerging Mkts Utilities Ltd
20 July 2005
Utilico Emerging Markets Utilities Limited
Admission to AIM
Placing by Arbuthnot Securities Limited
Utilico Emerging Markets Utilities Limited (the 'Company'), a new exempted,
closed-end Bermuda incorporated investment company is pleased to announce that
dealings in its shares on the AIM market of the London Stock Exchange have
commenced following the successful £52.5 million share placing by Arbuthnot
Securities Limited. The Company has been established to invest predominantly in
utilities based in emerging markets. Its capital will consist of a single class
of ordinary shares, with associated warrants issued to Shareholders on Admission
on the basis of one warrant for every five ordinary shares issued.
In addition to the share placing, Utilico Investment Trust plc has transferred a
portfolio of nine emerging market investments to the Company upon Admission, for
a consideration of 22,522,239 ordinary shares with warrants attached on a one
for five basis. Such consideration represents the aggregate of the mid-market
prices of the transfer portfolio's constituent investments at the close of
business in the relevant markets on 6 July 2005, with the ordinary shares valued
at the issue price. Accordingly, the market capitalisation of the Company at the
issue price is £75.0 million.
Key Information:
• the Company's investment objective is to provide long-term capital
appreciation by investing in utilities and related companies in emerging
markets. The Company's investment policy permits it to make investments
predominantly in emerging markets and in existing utilities and related
sectors, including water and sewerage companies, electricity, gas,
telecommunications, ports, airports, service companies, rail road and any
business with essential service or monopolistic characteristics. The Company
may also invest in businesses, which supply services to, or support, the
utilities and related sectors.
• the Company will focus on the undeveloped and developing markets of Asia,
Latin America, Emerging Europe and Africa, but will have the flexibility
to invest in markets world-wide. The Company will generally seek to invest
in emerging market countries where the Directors believe that there are
attributes such as political stability, economic development, confidence in
the legal framework and a positive attitude to foreign investment.
• the Company has an experienced board of directors led by Alexander
Zagoreos, the non-executive Chairman. He is a managing director of Lazard
Asset Management, where he is responsible for emerging markets products and
closed-end investment companies. The other directors include Michael
Collier, who is currently Chairman of Belco Holdings Limited, as well as a
director of a number of US and Bermuda companies, Garth Milne, who has been
involved in investment funds in London for over 30 years and is a director
of several investment companies, Kevin O'Connor, who was until recently the
Chairman of Infratil Limited, a New Zealand based specialist investor in
international infrastructure and utility assets and Charles Jillings, who
has been a director of a number of listed companies. His current
directorships include Hemscott plc and Utilico Investment Trust plc.
• Ingot Capital Management Pty Ltd is acting as investment manager to the
Company and has overall responsibility for the company's day-to-day
activities. Ingot is an Australian investment manager, regulated by the
Australian Securities and Investments Commission. Ingot will manage the
Company's portfolio, subject to the overriding supervision of the Directors.
• Arbuthnot Securities Limited is acting as nominated adviser and broker
to the Company.
• The Placing
Placing price 100 pence
Number of Ordinary Shares in issue and fully paid
following the issue 75,022,239
Market capitalisation at the issue price £75.0 million
Gross proceeds of the issue £52.5 million
Net proceeds of the Placing to be received by the Company £51.3 million
• Ordinary shares and warrants acquired by US persons will be subject to
significant transfer restrictions.
For further information please contact:
Utilico Emerging Markets Utilities Limited 001 212 632 6000 / 0137 227 1486
Alexander Zagoreos / Charles Jillings
Arbuthnot Securities 020 7012 2000
Alastair Moreton
THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
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. THE OFFER, SALE, PLEDGE OR TRANSFER OF THESE SECURITIES IS SUBJECT TO
CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR
OTHERWISE ACQUIRING THESE SECURITIES, ACKNOWLEDGES THAT THESE SECURITIES HAVE
NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND THAT THE ISSUER
HAS NOT REGISTERED AND WILL NOT REGISTER UNDER THE US INVESTMENT COMPANY ACT OF
1940, AS AMENDED (THE 'INVESTMENT COMPANY ACT'). THE HOLDER AGREES FOR THE
BENEFIT OF THE ISSUER, ANY DISTRIBUTORS OR DEALERS AND ANY SUCH PERSONS'
AFFILIATES THAT THESE SECURITIES MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY
ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND ONLY (1) IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT TO A NON-US
PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, 'US PERSON') OR (2)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED
THAT, IF SUCH TRANSFER PURSUANT TO THIS CLAUSE (2) IS TO A US PERSON, THE
PURCHASER IS A QUALIFIED PURCHASER WITHIN THE MEANING OF THE INVESTMENT COMPANY
ACT), AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE
STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER ACKNOWLEDGES
THAT THE PURPOSE OF THE FOREGOING LIMITATION IS, IN PART, TO ENSURE THAT THE
ISSUER IS NOT REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT.
Arbuthnot Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for the Company only and will not be responsible
to any other person for providing the protections afforded to customers of
Arbuthnot Securities Limited or for advising such person on the matters referred
to in this announcement.
- Ends -
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