TIDM3IN
RNS Number : 9461O
3i Infrastructure PLC
06 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE UK MARKET ABUSE REGULATION AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA,
CANADA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, 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, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, JAPAN OR
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL
6 February 2023
3i Infrastructure plc (the "Company" or "3iN")
Proposed Placing
The board of directors of 3i Infrastructure plc, the FTSE 250
international infrastructure investment company, is pleased to
announce a proposed placing of ordinary shares in the capital of
the Company (the "Placing Shares") conducted under the existing non
pre-emptive authorities granted by shareholders at the Company's
annual general meeting on 7 July 2022 (the "Placing").
Highlights of the Placing
-- Proposed Placing at a price of 330 pence per Placing Share, representing:
o a 3.1% premium to the Company ex-dividend net asset value per
share as at 30 September 2022 (adjusted for the 5.575p dividend
paid to shareholders on the register as at 25 November 2022)
o a 3.4% discount to the closing share price on 3 February 2023
(being the trading date immediately prior to the announcement of
the Placing)
-- Net proceeds from the Placing will be used partially to pay
down drawings on the Company's revolving credit facility ("RCF"),
and secure liquidity for future investment
-- The Placing Shares will qualify for the final dividend of the
financial year ending 31 March 2023, which is expected to be
declared in May 2023
-- The Placing is expected to close at 12.00 p.m. on 9 February 2023
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) and RBC Capital Markets
have been appointed as joint bookrunners in respect of the
Placing.
Commenting on today's announcement, Richard Laing, Chair of 3iN,
said:
"The Company continues to deliver strong performance and, since
its IPO in 2007, 3iN has delivered an annualised total shareholder
return of 12.3% to 31 December 2022. There is strong momentum
across the portfolio and the Investment Manager has identified
significant opportunities to invest further in the portfolio. We
are today announcing a Placing partially to pay down drawings on
the Company's RCF and secure liquidity for future investment."
Background to and reasons for the Placing
The Company continues to be active with its portfolio of
infrastructure investments and continues to run an efficient
balance sheet, being substantially drawn into its RCF.
At 31 December 2022, the Company held cash balances of GBP75
million and was GBP555 million drawn into its RCF, leaving undrawn
commitments of GBP345 million. The cash balances were subsequently
reduced by the payment of the interim dividend of GBP50 million in
January 2023. The RCF commitments mature in November 2025 with a
further one year extension option available under the facility
agreement.
The Investment Manager has identified a number of follow-on
growth opportunities in existing portfolio companies, which may
involve further equity investment in the near-term. The Investment
Manager is also originating a good flow of new pipeline investment
opportunities through its platform across Europe and remains
disciplined in seeking to invest selectively in high quality
infrastructure companies supported by identified megatrends.
The Company is seeking to increase liquidity for the Company and
the Company's shares, through an equity issuance. Overall, the
portfolio continues to perform well and the demand for
infrastructure assets is strong. The Directors believe it is an
appropriate time to raise new equity and also see this as an
opportunity for new shareholders to enter the register.
The net proceeds of the Placing will be used partially to pay
down drawings on the Company's RCF and, together with potential
realisation proceeds from the sale of one or more assets, provide
the Company with increased flexibility in relation to further
investment opportunities in the portfolio and new opportunities in
the market.
The Placing Shares will rank pari passu in all respects with the
existing ordinary shares in the capital of the Company.
Expected timetable
The expected timetable for the Placing is as follows:
Placing opens 6 February 2023
Latest time and date for receipt of 12.00 p.m. on 9 February
commitments under the Placing 2023
Announcement of the results of the 7.00 a.m. on 10 February
Placing 2023
Admission of the Placing Shares to 8.00 a.m. on 14 February
trading and dealings commence 2023
Further details on the Placing
The Placing will be non-pre-emptive and launched immediately
following this announcement (the "Announcement"). The price at
which the Placing Shares will be issued will be 330 pence per
Placing Share (the "Placing Price").
The Company reserves the right, after consultation with the
Joint Bookrunners and the Investment Manager, to scale back
applications under the Placing at its absolute discretion in such
amounts as it considers appropriate.
The Company will apply for admission of the Placing Shares to
listing on the premium listing segment of the Official List of the
Financial Conduct Authority and to trading on the main market for
listed securities of the London Stock Exchange plc. It is expected
that settlement of subscriptions in respect of the Placing Shares
and admission will take place such that trading in the Placing
Shares will commence at 8.00 a.m. (London) on 14 February 2023.
The Appendix to this Announcement (which forms part of this
Announcement) sets out the terms and conditions of the Placing.
For further information, please contact:
3i Investments plc
Thomas Fodor Tel: +44 20 7975 3469
Investor enquiries Email: thomas.fodor@3i.com
Kathryn van der Kroft Tel: +44 20 7975 3021
Media enquiries Email: kathryn.vanderkroft@3i.com
J.P. Morgan Cazenove - Joint Bookrunner 020 7742 4000
William Simmonds
Jérémie Birnbaum
RBC Capital Markets - Joint Bookrunner 020 7653 4000
Matthew Coakes
Duncan Smith
Max Avison
Kathryn Deegan
Notes to editors:
3i Infrastructure plc
3i Infrastructure plc is a Jersey-incorporated, closed-ended
investment company and an approved UK Investment Trust, listed on
the London Stock Exchange and regulated by the Jersey Financial
Services Commission. The Company's purpose is to invest responsibly
in infrastructure, delivering long-term sustainable returns to
shareholders and having a positive impact on its portfolio
companies and their stakeholders.
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 of 3i Infrastructure
plc.
The Company's LEI is: 549300SQ4ZSVSWC6H750
This Announcement, including the Appendix, contains (or may
contain) certain "forward-looking statements" with respect to
certain of the Company's plans and its current goals or
expectations relating to its future financial condition and
performance and which involve a number of risks and uncertainties.
Examples of such forward-looking statements include, among others,
statements regarding the Company's business strategy, estimates of
expenditure, future plans, present or future events, or objectives
for future operations that involve risks and uncertainties and are
not historic fact. Such statements are based on current
expectations and, by their nature, are subject to a number of risks
and uncertainties that could cause actual results and performance
to differ materially from any expected future results or
performance, expressed or implied, by the forward-looking
statements. No assurance can be given that forward-looking
statements results will be achieved. Factors that might cause
forward-looking statements to differ materially from actual results
include, among other things, the following: global economic
conditions, economic conditions in the UK and other jurisdictions
in which the Company operates or invests, the effects of continued
volatility in credit markets, exchange rate fluctuations and
legislative, fiscal and regulatory developments. The
forward-looking statements contained in this Announcement speak
only as of the date of this Announcement and the Company assumes no
obligation to, and does not intend to, update or revise publicly
any of them whether as a result of new information, future events
or otherwise, except to the extent required by the Financial
Conduct Authority, the London Stock Exchange or by applicable law,
the Prospectus Regulation Rules, the Listing Rules and the
Disclosure Guidance and Transparency Rules.
Save as set out below in the Appendix, 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 (including the Appendix).
The Joint Bookrunners or their respective affiliates from time
to time have provided in the past and may provide in the future
investment banking, financial advisory and commercial banking
services to the Company and its affiliates in the ordinary course
of business for which they have received or may receive customary
fees and commissions.
APPIX: FURTHER DETAILS OF THE PLACING
IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES
ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING. THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS
APPIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT
(A) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF REGULATION
(EU) 2017/1129 (KNOWN AS THE PROSPECTUS REGULATION) WHICH IS PART
OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS
AMED (THE "UK PROSPECTUS REGULATION")("UK 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 AN INVITATION OR INDUCEMENT
TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21
OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) MAY OTHERWISE BE
LAWFULLY COMMUNICATED; (B) INVESTORS IN SWITZERLAND WHO ARE (1)
QUALIFIED INVESTORS PURSUANT TO ART. 10 PARA. 3 OF THE COLLECTIVE
INVESTMENT SCHEMES ACT OF 23 JUNE 2006, AS AMED, (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 AMED (THE "FINSA"), (2)
QUALIFIED INVESTORS AS DEFINED IN ART. 10 PARA. 3TER CISA, OR, (3)
PROVIDED THAT THE PLACING SHARES ARE OFFERED WITHIN THE SCOPE OF A
PERMANENT INVESTMENT ADVISORY AGREEMENT, QUALIFIED INVESTORS
PURSUANT TO ART. 10 PARA. 3 CISA IN CONJUNCTION WITH ART. 5 PARA. 1
FINSA; AND (C) IN GUERNSEY, ANY GUERNSEY REGULATED ENTITIES, BEING
THOSE ENTITIES REGULATED UNDER THE PROTECTION OF INVESTORS
(BAILIWICK OF GUERNSEY) LAW, 2020 ("POI LAW"), THE BANKING
SUPERVISION (BAILIWICK OF GUERNSEY) LAW, 2020; THE INSURANCE
BUSINESS (BAILIWICK OF GUERNSEY) LAW, 2002, THE INSURANCE MANAGERS
AND INSURANCE INTERMEDIARIES (BAILIWICK OF GUERNSEY) LAW, 2002
AND/OR THE REGULATION OF FIDUCIARIES, ADMINISTRATION BUSINESSES AND
COMPANY DIRECTORS, ETC (BAILIWICK OF GUERNSEY) LAW, 2020, 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 communication is not for publication or distribution,
directly or indirectly, in or into the United States. This
communication does not constitute or form part of an offer of
securities for sale or solicitation of an offer to purchase
securities in the United States, Canada, Australia, any member
state of the European Economic Area, Japan, South Africa or in any
other jurisdiction in which such offer may be restricted.
The securities which are the subject of this communication have
not been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws in the United States. the PLACING Shares, AS DEFINED BELOW,
may ONLY be offered or sold (i) TO A LIMITED NUMBER OF PERSONS in
the united states, or to "U.S. persons" ("U.s. persons") AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION s") wherever
located, to, or for the account or benefit of, persons who are both
"Qualified Institutional Buyers" as defined in Rule 144A under the
Securities Act and "Qualified Purchasers" within the meaning of
Section 2(a)(51) of the US Investment Company Act of 1940, as
amended (the "Investment Company Act"), and the rules and
regulations thereunder, in reliance on an exemption from the
registration requirements of the Securities Act OR (ii) outside the
united states in "offshore transactions" (WITHIN THE MEANING OF,
AND PURSUANT TO, Regulation S) TO, OR FOR THE ACCOUNT OR BENEFIT
OF, PERSONS WHO ARE NOT U.S. PERSONS. In each case, offers and
sales of the securities referred to herein shall be made in
accordance with any other applicable laws, regulations and
directives. There HAS BEEN AND will be no public offering of
securities in the United States. The Company has not been, and will
not be, registered under the Investment Company Act, in reliance
upon the exception provided by Section 3(c)(7) thereof.
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.
PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPIX) MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS
APPIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT
CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR PLACING
SHARES, AS DEFINED BELOW. NOTHING IN THIS ANNOUNCEMENT AMOUNTS TO A
RECOMMATION TO INVEST IN THE COMPANY OR AMOUNTS TO INVESTMENT,
TAXATION OR LEGAL ADVICE.
Persons (including individuals, funds or otherwise) who are
invited to and who choose to participate in the placing (the
"Placing") of new ordinary shares (the "Placing Shares") of no par
value in the capital of 3i Infrastructure plc (the "Company"), by
making an oral or written offer to subscribe for Placing Shares
(all such persons, a "Placee"), will be deemed to have read and
understood this Announcement (including this Appendix) in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties, indemnities,
acknowledgements, agreements and undertakings contained in this
document. In particular each such Placee represents warrants and
acknowledges that:
1. it is a Relevant Person (as defined above) and undertakes
that it will acquire, hold, manage or dispose of any Placing Shares
that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in the United Kingdom: (i)
it is a UK Qualified Investor, and (ii) in the case of any Placing
Shares acquired by it as a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation: (1) the
Placing Shares acquired by it in the Placing have not been acquired
on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the United Kingdom other than UK
Qualified Investors or in circumstances in which the prior consent
of J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove")
and RBC Europe Limited, trading as RBC Capital Markets ("RBC
Capital Markets" and, together with J.P. Morgan Cazenove, the
"Joint Bookrunners"), and the Company has been given to the offer
or resale; or (2) where Placing Shares have been acquired by it on
behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such
persons;
3. in the case of a Placee in the United Kingdom, it is a person
to whom Placing Shares may lawfully be marketed under the
Alternative Investment Fund Managers Regulations 2013, as amended
and the UK versions of the delegated regulations relating to
Directive 2011/61/EU (known as the Alternative Investment Fund
Managers Directive), as they form part of UK law by virtue of the
European Union (Withdrawal) Act 2018 related (the "UK AIFM Rules")
(as applicable) and that, to the extent required to be provided to
it by the UK AIFM Rules, the Placee has read the information made
available pursuant to the FCA's Investment Funds sourcebook (FUND
3.2.2R, 3.2.3R, 3.2.5R and 3.2.6R). The additional pre-investment
disclosures made by the Company in accordance with these provisions
can be found at www.3i-infrastructure.com (the "AIFMD Disclosure
Document"); and
4. it, and any account for which it purchases Placing Shares, is
either: (i) not a "U.S. Person" (within the meaning of Regulation S
("Regulation S") under the U.S. Securities Act of 1933, as amended
(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 ("Rule 144A") who is also a "qualified
purchaser" as defined under the U.S. Investment Company Act of
1940, as amended (the "Investment Company Act") which has duly
executed a U.S. Purchaser's Letter (as defined below). "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 Placing
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.
The Company and the Joint Bookrunners will each rely upon the
truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.
In this Announcement (including this Appendix), unless the
context otherwise requires, "Placee" means a Relevant Person
(including individuals, funds or others) on whose behalf a
commitment to subscribe for Placing Shares has been given.
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 MiFID II; and (c) local implementing measures; and/or (d)
(where applicable to UK investors or UK firms) the relevant
provisions of the UK statutory instruments implementing MiFID II
and Commission Delegated Directive (EU) 2017/593, Regulation (EU)
No 600/2014 of the European Parliament, as they form part of UK law
by virtue of the European Union (Withdrawal) Act 2018, as amended
(together, the "UK MiFID Laws") (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 Placing
Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end
target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II and the UK MiFID Laws (as applicable); and
(ii) eligible for distribution through all distribution channels as
are permitted by MiFID II and the UK MiFID Laws (as applicable)
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of Placing Shares may decline and
investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an
investment in Placing 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 the UK MiFID Laws; 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
Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.
PRIIPs Regulation
In accordance with the UK version of Regulation (EU) No
1286/2014 of the European Parliament and of the Council of 26
November 2014 on key information documents for packaged retail and
insurance-based investment products (PRIIPs), which forms part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended, a key information document in respect of the Ordinary
Shares has been prepared by the Company and is available to
investors on the Company's website
https://www.3i-infrastructure.com/media/oqhnpbri/3in-kid-310322.pdf
(the "Key Information Document").
Collective Investment Funds (Certified Funds - Prospectuses)
(Jersey) Order 2012
If any potential placee is in any doubt about the contents of
this Announcement, it should consult its stockbroker, bank manager,
solicitor, accountant or financial adviser.
This Announcement is prepared, and a copy of it has been sent to
the Jersey Financial Services Commission, in accordance with the
Collective Investment Funds (Certified Funds - Prospectuses)
(Jersey) Order 2012. The Jersey Financial Services Commission does
not take any responsibility for the financial soundness of the
Company or for the correctness of any statements made or expressed
in this Announcement. The Jersey Financial Services Commission is
protected by the Collective Investment Funds (Jersey) Law 1988
against liability arising from the discharge of its functions under
that Law.
The Company has taken all reasonable care to ensure that the
facts stated in this Announcement are true and accurate in all
material respects and that there are no other material facts the
omission of which would make misleading any statement in this
Announcement, whether of fact or opinion. The Company accepts
responsibility accordingly.
Jersey Listed Fund Guide
The Company has been established in Jersey as a listed fund
under the Jersey Listed Fund regime. It is suitable only for
professional or experienced investors, or those who have taken
appropriate professional advice. Regulatory requirements which may
be deemed necessary for the protection of retail or inexperienced
investors, do not apply to listed funds. By investing in the
Company, each Placee will be deemed to be acknowledging that it is
a professional or experienced investor, or have taken appropriate
professional advice, and accept the reduced requirements
accordingly. Each Placee is wholly responsible for ensuring that
all aspects of the Company are acceptable to it. Investment in
listed funds may involve special risks that could lead to a loss of
all or a substantial portion of such investment. Unless a potential
Placee fully understand and accept the nature of the Company and
the potential risks inherent in the Company, it should not invest
in the Company.
Notice to Guernsey investors
This Announcement has not been approved by the Guernsey
Financial Services Commission (the "GFSC") or the States of
Guernsey Policy Council nor has it been delivered to the GFSC
pursuant to the Prospectus Rules and Guidance 2021 issued under the
POI Law.
Neither the GFSC nor the States of Guernsey take any
responsibility for the financial soundness of the Company or for
the correctness of any of the statements made or opinions expressed
with regard to it.
This Announcement may only be distributed or circulated directly
or indirectly in or from within the Bailiwick of Guernsey: (i) by
persons licensed to do so by the GFSC under the POI Law; or (ii) by
overseas persons (who are exempt from the requirement to be
licensed by the GFSC under the POI Law) to Guernsey regulated
entities, being those entities regulated under the POI Law, the
Banking Supervision (Bailiwick of Guernsey) Law, 2020; the
Insurance Business (Bailiwick of Guernsey) Law, 2002, the Insurance
Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law,
2002 and/or The Regulation of Fiduciaries, Administration
Businesses and Company Directors, etc (Bailiwick of Guernsey) Law,
2020.
Notice to investors in Switzerland
The Company has not been approved by the Swiss Financial Market
Supervisory Authority ("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 Placing Shares will only be offered and advertised 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 or as
defined in art. 10 para. 3(ter) CISA or, provided that the Placing
Shares are offered within the scope of a permanent investment
advisory agreement, as defined pursuant to art. 10 para. 3 CISA in
conjunction with art 5 para. 1 FinSA .
Details of the Placing Agreement and the Placing Shares
The Joint Bookrunners have entered into a placing agreement (the
"Placing Agreement") with the Company and 3i Investments plc (the
"Investment Manager") under which each of the Joint Bookrunners
has, on the terms and subject to the conditions set out therein,
undertaken, as agent for the Company, to use its reasonable
endeavours to procure subscribers for the Placing Shares at the
Placing Price of 330 pence (as described in this Announcement).
Each of the Joint Bookrunners has severally (and not jointly or
jointly and severally) agreed with the Company, in the event of any
default by any Placee in paying the Placing Price (as defined
below) in respect of any Placing Shares allotted to it, to take up
such Placing Shares themselves at the Placing Price in the agreed
proportions as set out in the Placing Agreement.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid on or in respect of such
Ordinary Shares after the date of issue of the Placing Shares.
The Placing Shares will be issued free of any encumbrance, lien
or other security interest.
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for admission of the Placing Shares to listing on the
premium listing segment of the Official List of the FCA (the
"Official List") and to London Stock Exchange plc (the "London
Stock Exchange") for admission of the Placing Shares to trading on
its main market for listed securities (together, "Admission").
It is expected that Admission will become effective on or around
8.00 a.m. on 14 February 2023 and that dealings in the Placing
Shares will commence at that time.
The Placing
The Joint Bookrunners are arranging the Placing as joint
bookrunners and agent of the Company.
Participation in the Placing will only be available to persons
who may lawfully be, and are, invited to participate by the Joint
Bookrunners. Each of the Joint Bookrunners, including any holding
company of them, and their respective subsidiaries, branches or
affiliates (each an "Affiliate"), is entitled to apply for Placing
Shares as principal.
All Placing Shares will be issued at the Placing Price. The
Placing Price and the final number of Placing Shares to be issued
will be determined by the Company in consultation with the Joint
Bookrunners.
To participate in the Placing, Placees should communicate by
telephone with their usual sales contact at J.P. Morgan Cazenove or
RBC Capital Markets. Each application to participate in the Placing
should state the number of Placing Shares which the prospective
Placee wishes to subscribe for at the Placing Price. Applications
may be scaled down by the Joint Bookrunners on the basis referred
to below.
Each Placee must pay the Placing Price for the Placing Shares
issued to or for the benefit of the Placee in the manner and by the
time directed by the relevant Joint Bookrunner. If any Applicant
fails to pay as so directed and/or by the time required, the
relevant Placee's application for Placing Shares shall, at the
Joint Bookrunner's discretion, either be accepted or rejected.
The Placing is expected to close no later than 12.00 p.m.
(London time) on 9 February 2023 but may be closed earlier or later
at the discretion of the Joint Bookrunners. The Joint Bookrunners
may, in agreement with the Company, accept applications that are
received after the Placing has closed.
Each application for Placing Shares in the Placing will be made
on the terms and subject to the conditions in this Appendix and
will be legally binding on the Placee on behalf of which it is made
and except with the consent of the Joint Bookrunners will not be
capable of variation or revocation after the time at which it is
submitted.
Each prospective Placee's allocation will be determined
following agreement between the Joint Bookrunners and the Company
and will be confirmed orally by one of the Joint Bookrunners as
agent for the Company following the close of the Placing. That oral
confirmation will constitute an irrevocable legally binding
agreement upon that person in favour of the relevant Joint
Bookrunner (who will at that point become a Placee) to acquire the
number of Placing Shares allocated to the Placee at the Placing
Price and otherwise on the terms and subject to the conditions set
out in this Appendix) and in accordance with the Company's articles
of association.
Each prospective Placee's allocation and commitment will be
evidenced by a trade confirmation issued to such Placee by one of
the Joint Bookrunners. The terms of this Appendix will be deemed
incorporated by reference therein.
Following the oral confirmation referred to above, each Placee
will also have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Joint Bookrunner, to pay it (or as
it may direct) in cleared funds immediately on the settlement date
an amount equal to the product of the Placing Price and the number
of Placing Shares such Placee has been allocated. The Company shall
issue such Placing Shares to each Placee following each Placee's
payment to the relevant Joint Bookrunner of such amount.
The Joint Bookrunners may choose to accept applications for
Placing Shares, either in whole or in part, on the basis of
allocations determined in agreement with the Company in
consultation with the Investment Manager, and may scale down any
applications for this purpose on such basis as the Company may
determine in consultation with the Joint Bookrunners and the
Investment Manager. The Joint Bookrunners may also, subject to the
prior consent of the Company (i) allocate Placing Shares after the
time of any initial allocation to any person submitting an
application after that time and (ii) allocate Placing Shares after
the Placing has closed to any person submitting an application
after that time. Irrespective of the time at which a Placee's
allocation pursuant to the Placing is confirmed, settlement for all
Placing Shares to be acquired pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and Settlement".
No commissions will be paid to Placees or by Placees in respect
of any Placing Shares.
All obligations of the Joint Bookrunners under the Placing will
be subject to fulfilment or (where applicable) waiver of the
conditions and to the Placing not being terminated on the basis
referred to below under "Conditions of the Placing and termination
of the Placing Agreement".
By participating in the Placing, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
To the fullest extent permissible by law, neither of the Joint
Bookrunners nor any of their respective Affiliates nor any person
acting on behalf of any of the foregoing shall have any liability
to Placees (or to any other person whether acting on behalf of a
Placee or otherwise). In particular, neither of the Joint
Bookrunners, nor any of their respective Affiliates nor any person
acting on behalf of any of them shall have any liability to Placees
(or to any other person whether acting on behalf of a Placee or
otherwise) in respect of their conduct of the Placing.
Conditions of the Placing and termination of the Placing
Agreement
The Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its
terms. The obligations of the Joint Bookrunners under the Placing
Agreement are subject to customary terms and conditions, including
Admission taking place not later than 8.00 a.m. on 14 February
2023, or such later date as may be agreed by the Joint Bookrunners
with the Company.
If: (i) any of the conditions contained in the Placing Agreement
are not fulfilled or (where applicable) waived or extended in
writing by the Joint Bookrunners by the respective time or date
where specified (or such later time or date as the Company and the
Joint Bookrunners may agree); (ii) any such conditions become
incapable of being fulfilled; or (iii) the Placing Agreement is
terminated in the circumstances specified below, the Placing will
lapse and the Placee's rights and obligations hereunder in relation
to the Placing Shares shall cease and terminate at such time and
each Placee agrees that no claim can be made by the Placee in
respect thereof.
The Joint Bookrunners may, at their discretion and upon such
terms as they think fit, waive compliance by the Company or the
Investment Manager with the whole or any part of any of its
obligations in relation to the conditions in the Placing Agreement
(save that the above condition relating to Admission taking place
and the Company's allotment of the Placing Shares may not be
waived) or extend in writing the time required for the fulfilment
of any such conditions, in each case in respect of all or any part
of the performance thereof. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement
(including this Appendix).
Neither of the Joint Bookrunners nor the Company shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision it may
make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the Placing nor for
any decision they may make as to the satisfaction of any condition
or in respect of the Placing generally and by participating in the
Placing each Placee agrees that any such decision is within the
absolute discretion of the Joint Bookrunners.
The Joint Bookrunners are entitled, at any time before
Admission, to terminate the Placing Agreement in accordance with
the terms of the Placing Agreement in certain customary
circumstances including, amongst others: (i) if any of the Company
or the Investment Manager's warranties or representations are not
or cease to be true and accurate or have become misleading; or (ii)
if any of the conditions to the Placing Agreement have not been
satisfied or (if applicable) waived or extended by the Joint
Bookrunners by the date specified therein; or (iii) if the
Company's applications to the FCA and the London Stock Exchange,
respectively, are refused by the FCA or the London Stock Exchange
(as appropriate); or (iv) if the Company has failed to comply with
any of its obligations under the Placing Agreement; or (v) in the
event of a material adverse change or if there is a force majeure
event, in each case as described in the Placing Agreement.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions set out in the Placing
Agreement.
By participating in the Placing, Placees agree that the exercise
by J.P. Morgan Cazenove and RBC Capital Markets of any right of
termination or other discretion under the Placing Agreement shall
be within the absolute discretion of J.P. Morgan Cazenove and RBC
Capital Markets and that they need not make any reference to
Placees and that neither of them shall have any liability to
Placees (or to any other person whether acting on behalf of the
Placee or otherwise) whatsoever in connection with any such
exercise or failure so to exercise.
Lock-up
The Company has undertaken that, at any time between the date of
the Placing Agreement and the date which is 90 calendar days from
the date of Admission, neither it nor any Group Company (as defined
in the Placing Agreement) will, without the prior written consent
of each of the Joint Bookrunners, directly or indirectly, offer,
issue, allot, lend, mortgage, assign, charge, pledge, sell or
contract to sell or issue, issue options in respect of, or
otherwise dispose of, directly or indirectly, or announce an
offering or issue of any Ordinary Shares (or any interest therein
or in respect thereof) or any other securities exchangeable for or
convertible into, or substantially similar to the Placing Shares or
enter into any transaction with the same economic effect as, or
agree to do any of the foregoing.
No prospectus
No offering document or prospectus or admission document has
been or will be published or submitted to be approved by the FCA in
relation to the Placing and Placees' commitments will be made
solely on the basis of their own assessment of the Company, the
Placing Shares and the Placing based on the Company's publicly
available information taken together with the information contained
in this Announcement (including this Appendix), the AIFMD
Disclosure Document and any information publicly announced to a
Regulatory Information Service by or on behalf of the Company on or
prior to the date of this Announcement, and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees. Each Placee, by accepting a participation in
the Placing, agrees that the content of this Announcement
(including this Appendix) is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty or statement made by or
on behalf of the Company, the Joint Bookrunners or any other person
and neither of the Joint Bookrunners or the Company nor any of
their respective affiliates will be liable for any Placee's
decision to participate in the Placing based on any other
information, representation, warranty or statement which the
Placees may have obtained or received. Each Placee acknowledges and
agrees that it has relied on its own investigation of the business,
financial or other position of the Company in accepting a
participation in the Placing. Each Placee should not consider any
information in this Announcement to be legal, tax or business
advice. Each Placee should consult its own legal adviser, tax
adviser and business adviser for legal, tax and business advice
regarding an investment in the Placing Shares. Nothing in this
paragraph shall exclude the liability of any person for fraud or
fraudulent misrepresentation by that person.
Registration and Settlement
Settlement of transactions in the Placing Shares (ISIN:
JE00BF5FX167) following Admission will take place within the CREST
system, subject to certain exceptions. The Joint Bookrunners and
the Company reserve the right to require settlement for and
delivery of the Placing Shares (or a portion thereof) to Placees by
such other means that they deem necessary if delivery or settlement
is not practicable within the CREST system within the timetable set
out in this Announcement (including this Appendix) or would not be
consistent with the regulatory requirements in the Placee's
jurisdiction.
Following the closing of the Placing, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation in
accordance with the standing arrangements in place with J.P. Morgan
Cazenove or RBC Capital Markets (as applicable) stating the number
of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee to J.P. Morgan Cazenove or RBC
Capital Markets (as applicable) and settlement instructions. Each
Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the
standing CREST or certificated settlement instructions that it has
in place with J.P. Morgan Cazenove. The Company will issue shares
on a delivery versus payment basis.
It is expected that settlement will be on 14 February 2023 on a
T+2 basis in accordance with the instructions set out in the trade
confirmation.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners may sell any or all of the
Placing Shares allocated to that Placee on such Placee's behalf and
retain from the proceeds, for the account and benefit of the Joint
Bookrunners, an amount equal to the aggregate amount owed by the
Placee plus any interest due. The relevant Placee will, however,
remain liable for any shortfall below the aggregate amount owed by
it and may be required to bear any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon
the sale of such Placing Shares on such Placee's behalf. By
communicating an application for Placing Shares, each Placee
confers on J.P. Morgan Cazenove or RBC Capital Markets (as
applicable) all such authorities and powers necessary to carry out
any such sale and agrees to ratify and confirm all actions which
J.P. Morgan Cazenove or RBC Capital Markets (as applicable)
lawfully takes in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation.
Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee
is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered
free from any liability to UK stamp duty or stamp duty reserve tax.
If there are any other circumstances in which any stamp duty or
stamp duty reserve tax (including any interest and penalties
relating thereto) is payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is
payable in connection with any subsequent transfer of or agreement
to transfer Placing Shares), neither of the Joint Bookrunners nor
the Company shall be responsible for the payment thereof.
Representations, Warranties and Further Terms
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) irrevocably represents, warrants,
undertakes, acknowledges, agrees and confirms (as the case may be)
with each of the Joint Bookrunners and the Company, in each case as
a fundamental term of its application for Placing Shares, as
follows:
1. represents and warrants that it has read this Announcement
(including this Appendix) in its entirety and acknowledges that its
participation in the Placing and its acquisition of Placing Shares
is subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein,
and undertakes not to redistribute or duplicate this Announcement
(including this Appendix);
2. acknowledges that no offering document, prospectus or
admission document has been prepared in connection with the Placing
and that it has not received a prospectus, admission document or
other offering document in connection with the Placing or the
Placing Shares;
3. if it has received any "inside information" (as defined in
the UK version of Regulation (EU) 596/2014) about the Company in
advance of the Placing, it has not: (i) dealt in the securities of
the Company; (ii) encouraged or required another person to deal in
the securities of the Company; or (iii) disclosed such information
to any person, prior to the information being made publicly
available;
4. acknowledges that neither of the Joint Bookrunners nor the
Company nor the Investment Manager nor any of their respective
Affiliates nor any person acting on behalf of any of them has
provided, and will not provide it, with any material regarding the
Placing Shares or the Company other than this Announcement
(including this Appendix); nor has it requested either of the Joint
Bookrunners, the Company or any of their respective Affiliates or
any person acting on behalf of any of them to provide it with any
such information;
5. (i) represents and warrants that it has made its own
assessment of the Company, the Placing Shares and the terms of the
Placing based on this Announcement (including this Appendix), the
AIFMD Disclosure Document and any information publicly announced to
a Regulatory Information Service by or on behalf of the Company
prior to the date of this Announcement, including the Key
Information Document (the "Publicly Available Information"); (ii)
acknowledges that the Ordinary Shares are listed on the premium
listing segment of the Official List and the Company is therefore
required to publish certain business and financial information in
accordance with the rules and practices of the London Stock
Exchange and relevant regulatory authorities (the "Exchange
Information"), which includes a description of the nature of the
Company's business, most recent balance sheet and profit and loss
account, and similar statements for preceding years, and represents
and warrants that: (A) it has reviewed such Exchange Information as
it has deemed necessary; and/or (B) that it is able to obtain or
access the Exchange Information without undue difficulty; and (iii)
represents and warrants that it has had access to such financial
and other information (including the business, financial condition,
prospects, creditworthiness, status and affairs of the Company, the
Placing and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares as it has deemed necessary in connection with its own
investment decision to acquire any of the Placing Shares and has
satisfied itself that the information is still current and relied
on
that investigation for the purposes of its decision to
participate in the Placing;
6. acknowledges and agrees that it has had access to the Key
Information Document and that: (i) none of the Company, the Joint
Bookrunners or any of their respective Affiliates has made any
representations to it, express or implied, with respect to the
Company, the Placing and the Placing Shares or the accuracy,
completeness or adequacy of the Key Information Document or any
other Publicly Available Information or the Exchange Information,
and each of them expressly disclaims any liability in respect
thereof; and (ii) it will not hold the Joint Bookrunners or any of
their respective Affiliates responsible for any misstatements in or
omissions from any Publicly Available Information or any Exchange
Information. Nothing in this paragraph or otherwise in this
Announcement (including this Appendix) excludes the liability of
any person for fraud or fraudulent misrepresentation made by that
person;
7. acknowledges that the content of this Announcement (including
this Appendix) and the Publicly Available Information has been
prepared by and is exclusively the responsibility of the Company
and that neither of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on behalf of any of
them has or shall have any liability for any information,
representation or statement contained in this Announcement
(including this Appendix) or any information previously published
by or on behalf of the Company and will not be liable for any
Placee's decision to participate in the Placing based on any
information, representation or statement contained in this
Announcement (including this Appendix) or otherwise. Each Placee
further represents, warrants and agrees that the only information
on which it is entitled to rely and on which such Placee has relied
in committing itself to acquire the Placing Shares is contained in
this Announcement (including this Appendix) and any Publicly
Available Information including (without limitation) the Exchange
Information, and if it is a U.S. Person (within the meaning of
Regulation S under the Securities Act) or a U.S. Resident, the U.S.
Purchaser's Letter (as defined below), such information being all
that it deems necessary to make an investment decision in respect
of the Placing Shares and that it has neither received nor relied
on any other information given or other representations, warranties
or statements made by either of the Joint Bookrunners nor the
Company nor the Investment Manager nor any of their respective
Affiliates nor any person acting on behalf of any of them and
neither of the Joint Bookrunners nor the Company nor the Investment
Manager nor any of their respective Affiliates nor any person
acting on behalf of any of them will be liable for any Placee's
decision to accept an invitation to participate in the Placing
based on any other information given or representation, warranty or
statement made. Each Placee further represents and warrants that it
has relied on its own investigation of the business, financial or
other position of the Company and has independently made its own
analysis and decision with regard to its commitment to subscribe
for Placing Shares;
8. acknowledges that it has not relied on any information
relating to the Company contained in any research reports prepared
by either of the Joint Bookrunners, their respective Affiliates or
any person acting on its or any of their respective Affiliates'
behalf and that neither of the Joint Bookrunners nor any of their
respective Affiliates nor any person acting on behalf of any of
them has or shall have any liability for any publicly available or
filed information of the Company or any information,
representation, warranty or statement relating to the Company
contained therein or otherwise;
9. if in the UK, represents and warrants that it is a UK
Qualified Investor and also a person (i) who has professional
experience in matters relating to investments falling with Article
19(5) of the Order; or (ii) falling within Article 49(2)(A) to (D)
("High Net Worth Companies, Unincorporated Associations, etc") of
the Order; or (iii) to whom this Announcement (including this
Appendix) may otherwise be lawfully communicated;
10. represents and warrants that it is not, and at the time the
Placing Shares are acquired will not (unless an exemption under the
relevant securities laws is available) be, a resident of Australia,
Canada, any member state of the European Economic Area (each an
"EEA Member State"), Japan or South Africa, and has such knowledge
and experience in financial and business matters to be capable of
evaluating the merits and risks of an investment in the Placing
Shares, will not look to either of the Joint Bookrunners for all or
part of any such loss it may suffer, is able to bear the economic
risk of an investment in the Placing Shares, is able to sustain a
complete loss of the investment in the Placing Shares and has no
need for liquidity with respect to its investment in the Placing
Shares;
11. if it is resident/domiciled in Switzerland, represents and
warrants that it is a qualified investor as defined in art. 10
para. 3 CISA in conjunction with art. 4 para. 3-5 and art. 5 para.
4 FinSA or as defined in art. 10 para. 3(ter) CISA or, provided
that the Placing Shares are offered within the scope of a permanent
investment advisory agreement, as defined in art. 10 para. 3 CISA
in conjunction with art. 5 para 1 FinSA;
12. if it is resident in Guernsey, represents and warrants that
it is regulated under the POI Law, the Banking Supervision
(Bailiwick of Guernsey) Law, 2020; the Insurance Business
(Bailiwick of Guernsey) Law, 2002, the Insurance Managers and
Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 and/or
The Regulation of Fiduciaries, Administration Businesses and
Company Directors, etc (Bailiwick of Guernsey) Law, 2020;
13. represents and warrants that it is, or at the time the
Placing Shares are acquired that it will be, the beneficial owner
of such Placing Shares, or that the beneficial owner of such
Placing Shares is not (unless an exemption under the relevant
securities laws is available) a resident of Australia, Canada, any
EEA Member State, Japan or South Africa;
14. represents and warrants that it is and any account for which
purchases Placing Shares is either: (i) not a "U.S. Person" (within
the meaning of Regulation S) nor a U.S. Resident; 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 ("QIB") who
is also a "qualified purchaser" as defined under the Investment
Company Act ("QP") which has duly executed a U.S. purchaser's
letter in a form provided to it and delivered the same to one of
the Joint Bookrunners or its respective Affiliates (the "U.S.
Purchaser Letter");
15. other than as may be expressly agreed with the Company and
the Joint Bookrunners, represents and warrants that it is not an
ERISA plan investor (which term includes: (i) employee benefit
plans that are subject to Section 406 of the U.S. Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
plans, individual retirement accounts and other arrangements that
are subject to Section 4975 of the U.S. Internal Revenue Code of
1986, as amended (the "Code"); (ii) plans, individual retirement
accounts and other arrangements that are subject to provisions
under applicable U.S. federal, state, local or other laws or
regulations that are substantially similar to Section 406 of ERISA
or Section 4975 of the Code; and (iii) entities the underlying
assets of which are considered to include "plan assets" of such
plans, accounts and arrangements) and are not purchasing the
Placing Shares on behalf of, or with the "plan assets" of, any
plan;
16. acknowledges that no action has been or will be taken by any
of the Company, either of the Joint Bookrunners or any person
acting on behalf of the Company or either of the Joint Bookrunners
that would, or is intended to, permit a public offer of the Placing
Shares in any country or jurisdiction other than the United Kingdom
where any such action for that purpose is required;
17. acknowledges that the Placing Shares have not been and will
not be registered under the Securities Act or with any State or
other jurisdiction of the United States, nor approved or
disapproved by the U.S. Securities and Exchange Commission, any
state securities commission in the United States or any other
United States regulatory authority and may not be offered or sold
within the United States or to, or for the account or benefit of,
U.S. Persons, wherever located, except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act;
18. acknowledges that the Company has not been registered, and
does not intend to register, as an "investment company" under the
Investment Company Act and that the Placing Shares are being
offered and sold on behalf of the Company (i) outside the United
States in "offshore transactions" (within the meaning of, and
pursuant to, Regulation S) to, or for the account or benefit of,
persons who are not U.S. Persons or (ii) to a limited number of
persons in the United States, or to U.S. Persons wherever located,
to, or for the account or benefit of, persons who are reasonably
believed to be both QIBs and QPs and which have duly executed a
U.S. Purchaser's Letter;
19. represents and warrants that it is not purchasing the
Placing Shares as a result of any "directed selling efforts"
(within the meaning of Regulation S) and it agrees that neither it
nor its affiliates nor any person acting on its or their behalf
will engage in any "directed selling efforts" with respect to the
Placing Shares in the United States;
20. acknowledges that: (i) the Ordinary Shares may constitute an
equity interest in a passive foreign investment company within the
meaning of Section 1297(a) of the U.S. Internal Revenue Code (a
"PFIC"); (ii) in the current or any future tax year; if the Company
is a PFIC, U.S. taxable investors may be subject to adverse US tax
consequences in respect of their investment in the Ordinary Shares,
(iii) neither the Company nor either Joint Bookrunner intends to
assess whether the Ordinary Shares constitute equity interests in a
PFIC in any taxable year or to provide such information as may be
required to make a "qualified electing fund" election and that it
should not assume that such information will be made available;
21. represents and warrants that: (i) neither it, nor the person
specified by it for registration as holder of Placing Shares is, or
is acting as nominee or agent for, and the Placing Shares will not
be allotted to, a person who is or may be liable under any of
sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary
receipts and clearance services); and (ii) the Placing Shares are
not being acquired in connection with arrangements to issue
depositary receipts or to transfer Placing Shares into a clearance
system;
22. represents and warrants that it has complied with its
obligations in connection with money laundering and terrorist
financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Terrorism Act 2006, the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer)
Regulations 2017, the Proceeds of Crime (Jersey) Law 1999 and the
Money Laundering (Jersey) Order 2008, each as amended from time to
time and/or as supplemented by any other applicable anti-money
laundering guidance, regulations or legislation (the "Regulations")
and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to
verify the identity of the third party as required by the
Regulations;
23. acknowledges that it is a term of the Placee's participation
in the Placing that, to ensure compliance with the Regulations, the
Joint Bookrunners may, in their absolute discretion, require
verification of its identity. Pending the provision to the Joint
Bookrunners of evidence of identity, definitive certificates for
the Placing Shares may be retained and/or the delivery of the
Placing Shares into CREST may be delayed, each at either of the
Joint Bookrunners' absolute discretion. The Joint Bookrunners also
reserve the right to reject in whole or in part, or to scale down
or limit, any participation;
24. acknowledges that pursuant to the Data Protection (Jersey)
Law 2008, the Data Protection Act 2018, Regulation (EU) 2016/679
(the "EU GDPR") and the UK version of the EU GDPR which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time including by the Data
Protection, Privacy and Electronic Communications (Amendments etc.)
(EU Exit) Regulations 2019 (SI 2019/419) (the "DP Laws") the
Company and/or its administrator (the "Administrator") and/or its
registrar (the "Registrar"), may hold personal data (as defined in
the DP Laws) relating to past and present shareholders and that
such personal data held is used by the Administrator and the
Registrar to maintain the Company's register of shareholders and
mailing lists and this may include sharing data with third parties
in one or more of the countries mentioned below when (a) effecting
the payment of dividends and redemption proceeds to shareholders
and the payment of commissions to third parties and (b) filing
returns of shareholders and their respective transactions in shares
with statutory bodies and regulatory authorities. Personal data may
be retained on record for a period exceeding six years after it is
no longer used. The countries referred to immediately above
include, but need not be limited to: the United Kingdom, those in
the European Economic Area and any of their respective dependent
territories overseas, Andorra, Argentina, Australia, Canada, New
Zealand, State of Israel, Switzerland, the United States and the
Eastern Republic of Uruguay. By becoming registered as a holder of
Placing Shares, a person becomes a data subject (as defined in each
of the DP Laws) and is deemed to have consented to the processing
by the Company, the Administrator and/or the Registrar of any
personal data relating to them in the manner described above;
25. if a financial intermediary, as that term is used in Article
5(1) of the UK Prospectus Regulation , represents and warrants that
the Placing Shares purchased by it in the Placing will not be
acquired on a non-discretionary basis on behalf of, nor will they
be acquired with a view to their offer or resale to persons other
than UK Qualified Investors or otherwise except in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale;
26. represents and warrants that it has not offered or sold and,
prior to the expiry of a period of six months from Admission, will
not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of the Financial Services and Markets Act 2000
(the "Act");
27. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
the United Kingdom within the meaning of the UK Prospectus
Regulation or the EU Prospectus Regulation (as applicable);
28. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Act) relating to
the Placing Shares in circumstances and in a manner in which
section 21(1) of the Act does not require approval of the
communication by an authorised person;
29. represents and warrants that it has complied and will comply
with all applicable provisions of the Act with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
30. represents and warrants that: (i) it and any person on whose
behalf it is acting is entitled to acquire the Placing Shares under
the laws of all relevant jurisdictions; (ii) it has paid any issue,
transfer or other taxes due in connection with its participation in
the Placing; (iii) that it (and/or any such person) has fully
observed such laws; (iv) it, and any such person, has all necessary
capacity and has obtained all necessary consents and authorities to
enable it to commit to this participation in the Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement (including this Appendix))
and will honour such obligations; and (v) it has not taken any
action which will or may result in the Company, the Joint
Bookrunners, the Investment Manager, any of their respective
Affiliates or any person acting on their behalf being in breach of
the legal and/or regulatory requirements of any territory in
connection with the Placing;
31. undertakes that it (and any person on whose behalf it is
acting) will make payment for the Placing Shares allocated to it in
accordance with this Announcement (including this Appendix) on the
due time and date set out in the trade confirmation against
delivery of such Placing Shares, failing which the relevant Placing
Shares may be placed with other subscribers or sold as the Joint
Bookrunners may in their sole discretion determine and without
liability to such Placee and that it will remain liable for any
shortfall below the net proceeds of such sale falls short of the
product of the Placing Price and the number of Placing Shares
allotted to it and may be required to bear any stamp duty or stamp
duty reserve tax (together with any interest or penalties due
pursuant to the terms set out or referred to in this Announcement
(including this Appendix)) which may arise upon the sale of such
Placee's Placing Shares on its behalf;
32. acknowledges that its allocation (if any) of Placing Shares
will represent a maximum number of Placing Shares which it will be
entitled, and required, to subscribe for, in the Placing and the
Company, in consultation with the Joint Bookrunners, may call upon
it to subscribe for a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum in
the Placing;
33. acknowledges that neither of the Joint Bookrunners nor any
of their respective Affiliates nor any person acting on behalf of
any of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing
is on the basis that it is not and will not be a client of either
of the Joint Bookrunners and that neither of the Joint Bookrunners
have any duties or responsibilities to it for providing the
protections afforded to its clients or customers or for providing
advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities contained
in the Placing Agreement nor for the exercise or performance of any
of its rights and obligations thereunder including any rights to
waive or vary any conditions or exercise any termination right;
34. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be: (i) itself;
or (ii) its nominee, as the case may be. Neither of the Joint
Bookrunners nor the Company will be responsible for any liability
to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person on whose
behalf it is acting agrees to participate in the Placing and it
agrees to indemnify the Company and the Joint Bookrunners in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock account of J.P. Morgan Cazenove who
will hold them as nominee on behalf of such Placee until settlement
in accordance with its standing settlement instructions;
35. acknowledges that any agreements entered into by it pursuant
to these terms and conditions and any non-contractual obligations
arising out of or in connection with such agreements shall be
governed by and construed in accordance with the laws of England
and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction
of the English courts as regards any claim, dispute or matter
arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company or the Joint Bookrunners in any
jurisdiction in which the relevant Placee is incorporated or in
which any of their securities have a quotation on a recognised
stock exchange;
36. agrees that the Company, each of the Joint Bookrunners,
their respective Affiliates and others will rely upon the truth and
accuracy of the foregoing representations, warranties,
acknowledgements and undertakings which are given to the Joint
Bookrunners on their own behalf and on behalf of the Company and
are irrevocable;
37. agrees to indemnify on an after tax basis and hold the
Company, the Joint Bookrunners and their respective Affiliates
harmless from any and all costs, claims, liabilities and expenses
(including legal fees and expenses) arising out of or in connection
with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Announcement
(including this Appendix) and further agrees that the provisions of
this Announcement (including this Appendix) shall survive after
completion of the Placing;
38. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the trade confirmation
will continue notwithstanding any amendment that may in future be
made to the terms of the Placing and that Placees will have no
right to be consulted or require that their consent be obtained
with respect to the Joint Bookrunners' or the Company's conduct of
the Placing;
39. acknowledges that the Placing Shares will be issued and/or
transferred subject to the terms and conditions set out in this
Announcement (including this Appendix); and
40. acknowledges that the basis of allocation will be determined
by the Company (following consultation with the Joint Bookrunners)
at its absolute discretion. The right is reserved to reject in
whole or in part and/or scale back any participation in the
Placing.
The agreement to settle a Placee's subscription of the Placing
Shares (and/or the subscription of a person for whom such Placee is
contracting as agent) free of stamp duty and stamp duty reserve tax
depends on the settlement relating only to a subscription by it
and/or such person direct from the Company for the Placing Shares
in question. Such agreement is subject to the representations,
warranties and further terms above and assumes, and is based on the
warranty from each Placee, that the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary
receipts or to issue or transfer the Placing Shares into a
clearance service. If there are any such arrangements, or the
settlement relates to any other dealing in the Placing Shares,
stamp duty or stamp duty reserve tax or other similar taxes may be
payable, for which neither the Company nor either of the Joint
Bookrunners will be responsible and the Placee to whom (or on
behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has
given rise to such UK stamp duty or stamp duty reserve tax
undertakes to pay such UK stamp duty or stamp duty reserve tax
forthwith and to indemnify on an after-tax basis and to hold
harmless the Company, each of the Joint Bookrunners and their
respective Affiliates in the event that any of the Company and/or
either of the Joint Bookrunners have incurred any such liability to
UK stamp duty or stamp duty reserve tax. If this is the case, each
Placee should seek its own advice and notify the Joint Bookrunners
accordingly.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
UK by them or any other person on the subscription by them of any
Placing Shares or the agreement by them to subscribe for any
Placing Shares.
Each Placee, and any person acting on behalf of the Placee,
acknowledges that neither of the Joint Bookrunners owes any
fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement and that such representations, warranties,
undertakings and indemnities are not given for the benefit of any
Placee.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the Joint Bookrunners and any of their
respective Affiliates are entitled to apply for Placing Shares in
the Placing pursuant to their liquidity provision/market making
activities. Each Placee and any person acting on behalf of the
Placee acknowledges and agrees that the Joint Bookrunners and any
of their respective Affiliates may, at its absolute discretion,
agree to become a Placee in respect of some or all of the Placing
Shares. Therefore, the Joint Bookrunners and any of their
respective Affiliates may acquire a proportion of the Placing
Shares available under the Placing (which proportion could be
significant) and may resell the same following the Placing at a
profit on the terms available to it in the market. Notwithstanding
the foregoing, neither of the Joint Bookrunners nor any of their
respective Affiliates are under an obligation to subscribe for
Placing Shares and the Placing is not conditional on either of the
Joint Bookrunners' or any of their respective Affiliates'
participation.
Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that the affiliates of the Investment
Manager may, at their absolute discretion, agree to become a Placee
in respect of some or all of the Placing Shares. Therefore,
affiliates of the Investment Manager may acquire a proportion of
the Placing Shares available under the Placing (which proportion
could be significant) and may resell the same following the Placing
at a profit on the terms available to it in the market.
Notwithstanding the foregoing, no affiliate of the Investment
Manager is under any obligation to subscribe for Placing Shares and
the Placing is not conditional on the participation of any
affiliate of the Investment Manager.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment, and Placees' commitments,
representations and warranties are not conditional on any of the
expected times and dates in this Announcement (including this
Appendix) being achieved. The Joint Bookrunners shall notify the
Placees and any person acting on behalf of the Placees of any
changes.
The rights and remedies of the Joint Bookrunners and the Company
under these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise or partial exercise of one will not
prevent the exercise of others.
This Announcement (including this Appendix) has been issued by
the Company and is the sole responsibility of the Company.
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END
IOESSAFAIEDSELE
(END) Dow Jones Newswires
February 06, 2023 02:00 ET (07:00 GMT)
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