TIDMBBGI
RNS Number : 3925L
BBGI SICAV S.A.
19 April 2018
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY
MEANS OR MEDIA, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR
INTO OR FROM CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.
BBGI SICAV S.A.
("BBGI" or the "Company")
Result of Equity Issue
Further to the announcement of 17 April, the Directors of BBGI
are pleased to announce that the Placing was significantly
oversubscribed and after undertaking a scaling back exercise,
GBP60.8 million of gross proceeds has been raised. A total of
47,525,493 new ordinary shares will be issued at a price of 128.0
pence each.
Application has been made for the new ordinary shares to be
admitted to the Official List of the UK Listing Authority and to
trading on the Main Market of the London Stock Exchange
("Admission"). It is expected that settlement of subscriptions in
respect of the Placing Shares and Admission will take place and
that trading in the Placing Shares will commence at 8.00 a.m. on 24
April 2018.
Following Admission, the number of ordinary shares that the
Company has in issue will be 526,988,033. The total number of
voting rights of the Company will be 526,988,033 and this figure
may be used by shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company.
The Placing is conditional, among other things, on Admission
becoming effective and the Placing Agreement between Jefferies,
Stifel and the Company not being terminated.
Commenting, Co-CEOs Duncan Ball and Frank Schramm said:
"We are delighted with the support shown by both existing and
new investors in this fundraise, particularly given the background
of more challenging and uncertain markets. Since the IPO in 2011,
the Company has selectively and prudently grown its global
infrastructure portfolio, focusing exclusively on lower risk
availability assets, with stable and predictable cash flows, in
established and well developed operating environments. This
strategy continues to serve us well and the proceeds of this
fundraise will allow us to carefully continue to diversify and
expand the portfolio within the availability infrastructure sector
over time."
As part of the issue, M&G Investments ("M&G") subscribed
for, on behalf of its clients, 7,894,722 shares for a total
consideration of GBP10,105,244. Additionally, Newton Investment
Management ("Newton") subscribed for, on behalf of its clients,
4,288,739 shares for a total consideration of GBP5,489,586. The
issue of shares to M&G and Newton, which are substantial
shareholders of the Company under Chapter 11 of the Listing Rules,
amount to smaller related party transactions as defined in Listing
Rule 11.1.10
Enquiries:
BBGI Management Team +352 263479-1
Duncan Ball duncan.ball@bb-gi.com
Frank Schramm frank.schramm@bb-gi.com
Jefferies Hoare Govett +44 20 7029 8000
Gary Gould gary.gould@jefferies.com
Andrew Morris amorris@jefferies.com
Stifel Nicolaus Europe Limited +44 20 7710 7600
Neil Winward neil.winward@stifel.com
Tom Yeadon tom.yeadon@stifel.com
The Company's LEI is: 529900CV0RWCOP5YHK95
Important Information
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (Regulation 596/2014/EU). Upon the
publication of this Announcement via a Regulatory Information
Service this inside information is now considered to be in the
public domain.
This Announcement has been issued by and is the sole
responsibility of the Company.
This Announcement, including the Appendix, and the information
contained herein is not for release, publication or distribution,
directly or indirectly, in whole or in part, in or into or from the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction where to do so might constitute a
violation of the relevant laws or regulations of such
jurisdiction.
This Announcement does not constitute or form part of any offer
to sell, or any solicitation of an offer to buy, securities in the
United States. Securities may not be offered or sold in the United
States absent: (i) registration under the Securities Act of 1933
(the "Securities Act"); or (ii) an available exemption from
registration under the Securities Act. The Placing Shares have not
been and will not be registered under the Securities Act or under
the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold, resold or delivered,
directly or indirectly, in or into the United States absent
registration except pursuant to an exemption from or in a
transaction not subject to the registration requirements of the
Securities Act. No public offering of the Placing Shares is being
made in the United States.
This Announcement does not constitute an offer to sell or issue
or a solicitation of an offer to buy or subscribe for Placing
Shares in any jurisdiction including, without limitation, the
United States, Canada, Australia, Japan, the Republic of South
Africa or any other jurisdiction in which such offer or
solicitation is or may be unlawful (a "Prohibited Jurisdiction").
This Announcement and the information contained herein are not for
publication or distribution, directly or indirectly, to persons in
a Prohibited Jurisdiction unless permitted pursuant to an exemption
under the relevant local law or regulation in any such
jurisdiction. No action has been taken by the Company, Jefferies,
Stifel or any of their respective affiliates that would permit an
offer of the Placing Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Placing 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.
This Announcement and any offer if made subsequently is subject
to the Alternative Investment Fund Managers
Directive (Directive 2011/61/EU) ("AIFMD") as implemented by
Member States of the European Economic Area. This Announcement and
any offer if made subsequently is directed only at professional
investors in the United Kingdom and Luxembourg (together the
"Eligible Member States"). The Company has not registered a
passport for marketing under the passporting programme set out in
the AIFMD in any other member state (each an "Ineligible Member
State"). This Announcement may not be distributed in any Ineligible
Member State and no offers subsequent to it may be made or accepted
in any Ineligible Member State. The attention of all prospective
investors is drawn to disclosures required to be made under the
AIFMD which are set out on the Company's website (including as set
out in its most recent annual report and accounts).
This Announcement is directed at and is only being distributed
to: (A) persons in member states of the European Economic Area who
are "qualified investors", as defined in article 2.1(e) of the
Prospective Directive (Directive 2003/71/EC) as amended; (B) if in
the United Kingdom, persons who (i) have professional experience in
matters relating to investments who fall within the definition of
"investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 as
amended (the "Order") or fall within the definition of "high net
worth companies, unincorporated associations etc" in article
49(2)(a) to (d) of the Order and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000 ("FSMA"); or (C) otherwise to persons to whom it may otherwise
lawfully be communicated (each, a "Relevant Person"). No other
person should act or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person.
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to
forward a copy of this Announcement should seek appropriate
advice before taking any action.
Any indication in this Announcement of the price at which the
Ordinary Shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. Persons needing
advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future
financial years would necessarily match or exceed the historical
published earnings per share of the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
Jefferies International Limited and Stifel Nicolaus Europe
Limited each of which is authorised and regulated in the United
Kingdom by the FCA, are acting exclusively for the Company and
no-one else in connection with the Placing or the matters referred
to in this Announcement, will not regard any other person as their
respective client in relation to the Placing and will not be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients or for providing
advice in relation to the Placing or any transaction or arrangement
referred to in this Announcement.
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 either Jefferies or Stifel or by any of
their respective affiliates or agents as to or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is
expressly disclaimed.
Certain statements in this Announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These statements are not guarantees of future
performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to
differ materially from those expressed or implied by such
forward-looking statements. Given these risks and uncertainties,
prospective investors are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements speak only
as of the date of such statements and, except as required by
applicable law, the Company undertakes no obligation to update or
revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise. The information
contained in this Announcement is subject to change without notice
and neither the Company, Jefferies nor Stifel assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained herein.
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 (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 such securities 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 (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment"). Notwithstanding the Target Market Assessment,
Distributors should note that: the price of the 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 the 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 procure
investors 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 the Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIBCGDSDUBBGII
(END) Dow Jones Newswires
April 19, 2018 02:00 ET (06:00 GMT)
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