TIDM3IN
RNS Number : 5518P
3i Infrastructure PLC
11 October 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN
OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL
This Announcement contains Inside Information as defined under
the Market Abuse Regulation (EU) No. 596/2014.
11 October 2019
3i Infrastructure plc (the "Company" or "3iN plc")
Placing of 81m new ordinary shares at a price of 275 pence per
share
3iN plc is pleased to announce the completion of the equity
placing announced on 3 October 2019 (the "Placing").
A total of 81,000,000 new ordinary shares ("Shares") of no par
value each were issued at a price of 275 pence per Share, raising
gross proceeds of approximately GBP222.8 million. The Shares being
issued represent approximately 9.9 per cent. of 3iN plc's issued
ordinary share capital prior to the Placing. The issue was
substantially oversubscribed and the issue price represents a
discount of approximately 7.6 per cent. to 3iN plc's share price
immediately prior to the announcement of the Placing and a premium
of 19.4 per cent. to the latest disclosed net asset value as at 31
March 2019 of 230.4p per ordinary share after adjusting for the
dividend paid since.
Commenting on the Placing, Richard Laing, Chair of 3iN plc
said:
"We are pleased to announce a successful capital raise and are
delighted with the strong support we received from existing and new
shareholders. The proceeds will be used to repay drawings under our
RCF providing liquidity to fund our pipeline of potential
investments. With a well-balanced portfolio and a healthy pipeline
of opportunities, we look forward to continuing to deliver on our
proven track record."
The Shares will, when issued, be credited as fully paid and rank
pari passu with the existing ordinary shares of no par value in the
capital of the Company including the right to receive all dividends
and distributions declared, made or paid.
Application will be made to the Financial Conduct Authority for
admission of the 81,000,000 Shares to the premium listing segment
of the Official List maintained by the Financial Conduct Authority
and to the London Stock Exchange plc (the "LSE") for admission to
trading of the Shares on the LSE's Main Market for listed
securities (together, "Admission"). It is expected that Admission
will take place on Tuesday, 15 October 2019 and that dealings in
the Shares on the LSE's Main Market for listed securities will
commence at the same time.
The Placing is conditional, among other things, on Admission
being effective and the Placing Agreement not being terminated in
accordance with its terms. The Shares have been placed by J.P.
Morgan Securities plc (which conducts its UK investment banking
business as J.P. Morgan Cazenove) ("JPMC") and RBC Europe Limited
(trading as RBC Capital Markets) ("RBC"). JPMC and RBC acted as
joint bookrunners in respect of the Placing.
For further information, please contact:
Thomas Fodor Tel: +44 207 975 3469
Investor enquiries Email: thomas.fodor@3i.com
Kathryn van der Kroft Tel: +44 207 975 3021
Media enquiries Email: kathryn.vanderkroft@3i.com
J.P. Morgan Cazenove - Joint Bookrunner 020 7742 4000
Michael Wentworth-Stanley
William Simmonds
Edward Gibson-Watt
RBC Capital Markets - Joint Bookrunner 020 7653 4000
Darrell Uden
Matthew Coakes
Duncan Smith
3i Infrastructure plc is a Jersey-incorporated, closed-ended
investment company, an approved UK Investment Trust, listed on the
London Stock Exchange and regulated by the Jersey Financial
Services Commission. The Company is a long-term investor in
infrastructure businesses and assets. The Company's market focus is
on economic infrastructure and greenfield projects in developed
economies, principally in Europe, investing in operating businesses
and projects which generate long-term yield and capital growth.
3i Investments plc, a wholly-owned subsidiary of 3i Group plc,
is authorised and regulated in the UK by the Financial Conduct
Authority and acts as Investment Manager to 3i Infrastructure
plc.
The Company's LEI is: 549300SQ4ZSVSWC6H750.
The information contained in this Announcement is restricted and
not for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or from the Australia,
Canada, Japan or South Africa or any jurisdiction in which the same
would be unlawful. This Announcement is for information purposes
only and is directed only at: (a) persons in member states of the
European Economic Area who are qualified investors (within the
meaning of Article 2(E) of regulation (EU) 2017/1129) ("Qualified
Investors"); (b) in the United Kingdom, Qualified Investors who are
persons: (i) who have professional experience in matters relating
to investments falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) falling within Article 49(2)(a) to (d) ("High net
worth companies, unincorporated associations, etc") of the Order;
or (iii) are persons to whom it may otherwise be lawfully
communicated; and (c) in Switzerland, any person who is deemed a
"Regulated Qualified Investor" as defined in the Federal Act on
Collective Investment Schemes of 23 July 2006 and its implementing
ordinance; and (d) in Guernsey, any regulated entity or entity
licensed under the Protection of Investors (Bailiwick of Guernsey)
Law, 1987, as amended, and in each case whose ordinary business is
to buy or sell shares, debentures or interests in managed
investment schemes, whether as principal or agent (all such persons
together being referred to as "Relevant Persons"). This
Announcement is not directed at, and should not be relied upon by,
persons who are not Relevant Persons. This Announcement does not
constitute an offer or an invitation to acquire or dispose of any
securities in the Company.
The Shares have not been and will not be registered under the
United States Securities Act of 1933, as amended ("Securities
Act"), and this Announcement is only directed at persons who are,
and/or who are purchasing shares for an account which is: (i) not a
"U.S. Person" (within the meaning of Regulation S ("Regulation S"))
under the Securities Act nor a U.S. Resident (as defined below); or
(ii) a dealer or other professional fiduciary in the United States
acting on a discretionary basis for non-U.S. beneficial owners
(other than an estate or trust), in reliance upon Regulation S; or
(iii) a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act who is also a "qualified purchaser" as
defined under the U.S. Investment Company Act of 1940, as amended
(the "Investment Company Act"). "U.S. Residents" for these purposes
means any U.S. Person, as well as: (a) any natural person who is
only temporarily residing outside the United States, (b) any
account of a U.S. Person over which a non-U.S. fiduciary has
investment discretion or any entity, which, in either case, is
being used to circumvent the registration requirements of the
Investment Company Act; and (c) any employee benefit or pension
plan that has as its participants or beneficiaries persons
substantially all of whom are U.S. Persons. In addition, for these
purposes, if an entity either has been formed for or operated for
the purpose of investing in the Shares or facilitates individual
investment decisions, such as a self-directed employee benefit or
pension plan, it will be treated as a U.S. Resident to the extent
one or more of the beneficiaries or other interest holders of such
entity are U.S. Residents.
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 JPMC,
RBC or by any of their 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 therefor
is expressly disclaimed.
JPMC and RBC, which are authorised in the United Kingdom by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, are acting exclusively for the Company in connection
with the Placing and no-one else and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of JPMC and RBC Capital Markets nor for
providing advice in relation to the Placing or any other matter
referred to in this Announcement.
The distribution of this Announcement and the offering of the
Shares in certain jurisdictions may be restricted by law. No action
has been taken by the Company or JPMC or RBC that would permit an
offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this Announcement comes are
required by the Company and JPMC and RBC to inform themselves
about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
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; and (c) local implementing measures, in the UK being the
Financial Conduct Authority'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 Shares have been
subject to a product approval process, which has determined that
the Shares are: (i) compatible with an end target market of
professionally advised retail investors who do not need a
guaranteed income or capital protection 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 professionally advised 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 Shares may
decline and investors could lose all or part of their investment;
the Shares offer no guaranteed income and no capital protection;
and an investment in 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only contact prospective
Placees for participation in the Placing who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (i) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (ii) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to Shares. Each
distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate
distribution channels.
The Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than the LSE.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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