Result of the Issue and Retail Offer
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
HICL Infrastructure PLC
Result of the Issue and Retail Offer
15 July 2022
- £160.0m raised through issue of 94,674,560 New Ordinary Shares at an Issue Price of 169.0p, with strong support from both existing and new investors
- Total applications exceeded gross proceeds accepted and a scaling back exercise has taken place
- Issue proceeds to be used to restore capacity within the Company's 400m Revolving Credit Facility and provide additional financial resources to pursue HICL's attractive near-term pipeline
Further to its announcement of 8 July 2022, the Board of HICL Infrastructure PLC (the "Company" or "HICL") is pleased to announce that the Company has raised gross proceeds of £160.0m through the issue of 94,674,560 new ordinary shares in the capital of the Company (the "New Ordinary Shares"), at an Issue Price of 169.0p. There has been strong support for the Issue from both existing and new investors including over £5 million of demand from the Retail Offer through PrimaryBid.
The Board considered the Company's current revolving credit facility ("RCF") capacity as well as HICL's advanced investment pipeline when determining the size of the raise. Total applications exceeded gross proceeds accepted and therefore a scaling back exercise has taken place.
The Company will issue 91,704,291 New Ordinary Shares pursuant to the Issue and 2,970,269 New Ordinary Shares pursuant to the Retail Offer by PrimaryBid.
Sun Life Assurance Company of Canada ("Sun Life") has subscribed for 8,875,740 New Ordinary Shares (the "Sun Life Subscription"). Sun Life is a member of the same group as InfraRed Capital Partners, the Company's Investment Manager, and is therefore a related party for the purposes of Chapter 11 of the FCA's Listing Rules. The Sun Life Subscription will be a 'smaller related party transaction' pursuant to LR11.1.10.
Investec Bank plc and RBC Capital Markets acted as joint bookrunners in relation to the Issue.
Ian Russell, Chairman of HICL, said:
"We are pleased with the strong investor support shown for this issue from both retail and institutional investors. The defensive attributes of the Company's portfolio, including high inflation protection and low correlation to wider equity markets, are clear attractions for investors against the broader market backdrop. The funds raised from this issue will be used to restore HICL's RCF capacity, while also providing additional resources for the Company to execute its attractive investment pipeline."
Application for Admission
Application has been made for 94,674,560 New Ordinary Shares to be admitted to the premium segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. It is expected that Admission in respect of the New Ordinary Shares will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 19 July 2022.
Total Voting Rights
On Admission, the Company's issued share capital will consist of 2,031,488,061 Ordinary Shares with voting rights. This figure may be used by shareholders in determining the denominator for the calculation by which they will establish 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.
Defined terms in this announcement shall have the same meaning as in the Company's announcement of 8 July 2022.
LEI: 213800BVXR1E5L7PEV94
Enquiries:
InfraRed Capital Partners Limited +44 (0) 20 7484 1800/info@hicl.com
Edward Hunt
Helen Price
Kirsty MacCallum
Investec Bank plc +44 (0) 20 7597 4000
Will Barnett
Neil Brierley
Alice Douglas
Jack Kershaw
Dominic Waters
David Yovichic
Denis Flanagan
RBC Capital Markets +44 (0) 20 7653 4000
Matthew Coakes
Duncan Smith
Max Avison
Lisa Tugwell
Teneo +44 (0) 7342 031051/HICL@teneo.com
Haya Herbert-Burns
Matthew Thomlinson
Jesse Mathews
IMPORTANT INFORMATION
This announcement contains Inside Information.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP ISSUE. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS DIRECTED ONLY AT PERSONS SELECTED BY INVESTEC BANK PLC OR INVESTEC EUROPE LIMITED (TRADING AS INVESTEC EUROPE) (ACTING ON BEHALF OF INVESTEC BANK PLC IN CERTAIN JURISDICTIONS IN THE EEA) AND RBC EUROPE LIMITED (THE "JOINT BOOKRUNNERS") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FPO OR, IN SWITZERLAND, QUALIFIED INVESTORS AS DEFINED IN ART. 10 PARA. 3 OF THE COLLECTIVE INVESTMENT SCHEMES ACT OF 23 JUNE 2006, AS AMENDED, (THE "CISA") IN CONJUNCTION WITH ART. 4 PARA. 3-5 AND ART. 5 PARA. 4 OF THE FINANCIAL SERVICES ACT OF 15 JUNE 2018, AS AMENDED (THE "FINSA"), AND AS DEFINED IN ART. 10 PARA. 3TER CISA, TO THE EXTENT THAT THE NEW ORDINARY SHARES MAY BE ACQUIRED SOLELY WITHIN THE SCOPE OF A PORTFOLIO MANAGEMENT AGREEMENT THAT HAS BEEN CONCLUDED FOR AN UNLIMITED NUMBER OF TRANSACTIONS AND IN WRITING OR IN ANOTHER FORM DEMONSTRABLE VIA TEXT AND PROVIDES FOR REMUNERATION (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE TAP ISSUE AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA ("EEA"), OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION OR ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (AS APPLICABLE), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (IN THE UK) OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE UK AIFMD LAWS OR THE EU AIFM DIRECTIVE OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED OFFICE (AS APPLICABLE).
EACH APPLICANT SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR NEW ORDINARY SHARES.
The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the "United States") except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Tap Issue is being made (i) outside the United States to persons who are not "U.S. Persons", as defined in and pursuant to Regulation S under the U.S. Securities Act ("U.S. Persons"), in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or otherwise to U.S. Persons that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and that execute a US Investor Letter, in reliance on an exemption from registration under the U.S. Securities Act.
The Company has not been and will not be registered under the U.S. Investment Company Act and investors are not and will not be entitled to the benefits of the U.S. Investment Company Act.
The Company has not been approved by the Swiss Financial Market Supervisory Authority FINMA ("FINMA") under art. 120 para. 1 CISA for offering to non-qualified investors within the meaning of CISA, and investors in the Company do not benefit from the specific investor protection provided by CISA and the supervision by FINMA in connection with the approval under art. 120 para. 1 CISA. The New Ordinary Shares will only be offered and advertised in Switzerland to qualified investors as defined in art. 10 para. 3 CISA in conjunction with art. 4 para. 3-5 and art. 5 para. 4 FinSA, and as defined in art. 10 para. 3ter CISA, to the extent that the New Ordinary Shares may be acquired solely within the scope of a portfolio management agreement that has been concluded for an unlimited number of transactions and in writing or in another form demonstrable via text and provides for remuneration.
This Announcement has not been approved or reviewed by the Isle of Man Financial Services Authority or any other governmental or regulatory authority in the Isle of Man. The Tap Issue is available, and may be made, in the Isle of Man, and this document is being provided in connection with the Tap Issue in the Isle of Man, only in accordance with any relevant exclusion contained within the Regulated Activities Order 2011 (as amended) or any relevant exemption contained in the Financial Services (Exemptions) Regulations 2011 (as amended).
This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, any member state of the EEA (with the exception of the Republic of Ireland with effect from the time that the Company is registered with the national private placement regime in this jurisdiction), Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This Announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.
The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, "Affiliates") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.
Each of Investec Bank plc ("Investec Bank") which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the "FCA") and the Prudential Regulation Authority, Investec Europe Limited (trading as Investec Europe "Investec Europe") acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe hereinafter in this Appendix referred to as "Investec") which is regulated in Ireland by the Central Bank of Ireland, and RBC Europe Limited which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Tap Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the Tap Issue, or any other matters referred to herein. This does not exclude any responsibilities or liabilities of any of the Joint Bookrunners under FSMA or the regulatory regime established thereunder.
This Announcement may include statements that are, or may be 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" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this Announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Manager and the Joint Bookrunners expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by applicable laws, regulations or rules.
Information to Distributors
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; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (including the FCA's Product Intervention and Governance Sourcebook ("PROD")) (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail 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, and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution a) if to retail investors, through advised distribution channels only; or b) through such distribution channels as are appropriate to professional clients and eligible counterparties, (in each case) as are permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that: the price of New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary 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 Tap Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective Applicants for participation in the Tap Issue 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 New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
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