TIDMGCP
RNS Number : 1588B
GCP Infrastructure Investments Ltd
08 January 2018
GCP Infrastructure Investments Limited
("GCP Infra" or "the Company")
LEI: 213800W64MNATSIV5Z47
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE
UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement is neither an advertisement, a prospectus nor
a financial promotion. Any investment in any shares referred to in
this announcement should be made only on the basis of information
in the prospectus (the "Prospectus") published by the Company on 28
March 2017 in connection with a placing programme (the "2017
Placing Programme") for ordinary shares of GBP0.01 each ("Ordinary
Shares"), to be admitted to the Premium Listing segment of the
Official List of the UK Listing Authority and to trading on the
Main Market for listed securities of the London Stock Exchange and
the supplementary prospectus (the "Supplementary Prospectus")
following the publication of the Company's annual report and
accounts for the year ended 30 September 2017, which is expected to
be published on or around 8 January 2018.
Placing under Placing Programme
The Board of Directors of GCP Infra, the only listed
infrastructure fund focused primarily on investments in UK
infrastructure debt, today announces a placing of new Ordinary
Shares under its 2017 Placing Programme (the "Placing"). The
Placing will seek to raise gross proceeds of c. GBP60 million in
accordance with the Prospectus and the Supplementary
Prospectus.
The Placing is being effected in order to allow the Company to
take advantage of a number of attractive investment opportunities
in the near term and in accordance with the Company's investment
objective and policy.
The Placing Price has been set at 122.0 pence per Ordinary
Share. The Placing Price represents a discount of 5.0 pence per
Ordinary Share to the closing market price per Ordinary Share on 5
January 2018, of 127.0 pence. Qualified investors participating in
the Placing will be entitled to receive the quarterly dividend in
respect of the period from 1 October to 31 December 2017 which is
expected to be declared by the Company on or around 18 January
2018.
The Placing will be NAV accretive for existing shareholders.
The Placing will be non pre-emptive and shall commence
immediately following this announcement. Under the terms of the
Company's 2017 Placing Programme the Board has the discretion to
issue up to a maximum of c.158.55 million new Ordinary Shares.
Qualified investors should communicate their firm interest to
their usual sales contact at Stifel Nicolaus Europe Limited
("Stifel"), providing a clear indication of the number of new
Ordinary Shares for which such qualified investors wish to
subscribe under the Placing.
The decision to allot any new Ordinary Shares to any qualified
investors shall be at the discretion of the Company and Stifel.
Stifel reserves the right, after consultation with the Company and
the Investment Adviser, to scale back applications under the
Placing at their absolute discretion in such amounts as they
consider appropriate. The Placing is subject to the terms and
conditions of the 2017 Placing Programme set out in the
Prospectus.
The Prospectus, which has been approved by the UK Listing
Authority is available for viewing at www.morningstar.co.uk/uk/nsm
and at
https://www.graviscapital.com/funds/gcp-infra/literature.
Applications will be made to the UK Listing Authority for all of
the new Ordinary Shares issued pursuant to the Placing to be
admitted to the premium segment of the Official List and for all
such new Ordinary Shares to be admitted to trading on the London
Stock Exchange's main market for listed securities. It is expected
that such admission will become effective and dealings in such new
Ordinary Shares will commence on 16 January 2018.
The expected timetable for the Placing is set out below and is
subject to change at the discretion of the Company and in
consultation with Stifel.
This announcement contains inside information.
Expected timetable 2018
Placing opens 8 January
Latest time and date for receipt 1.00 p.m.
of placing commitments on 11 January
Results of Placing announced and 12 January
trade date
Admission and settlement 16 January
Unless otherwise defined herein, terms used in this announcement
shall have the same meanings as those defined in the Prospectus and
the Supplementary Prospectus.
Contact details:
Gravis Capital Management
Ltd
Stephen Ellis
Rollo Wright
Dion Di Miceli +44 (0)20 3405 8500
Stifel Nicolaus Europe
Limited
Neil Winward
Mark Bloomfield
Tunga Chigovanyika +44 (0)20 7710 7600
Buchanan
Charles Ryland
Victoria Hayns +44 (0)20 7466 5000
Important Information
Members of the public are not eligible to take part in the
Placing. This announcement and the terms and conditions referred to
herein are directed in the United Kingdom only at persons selected
by Stifel Nicolaus Europe Limited who are "investment
professionals" falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"FPO") or "high net worth companies, unincorporated associations
etc" falling within Article 49(2) of the FPO, or persons to whom it
may otherwise be lawfully communicated (all such persons together
being referred to as "Relevant Persons"). This announcement and the
terms and conditions referred to herein must not be acted on or
relied on in the United Kingdom by persons who are not Relevant
Persons. Any investment or investment activity to which this
announcement relates is available only to, and will be engaged in
only with, persons in the United Kingdom who are Relevant
Persons.
The new Ordinary Shares that are the subject of the Placing are
not being offered or sold to any person in the European Union,
other than to "qualified investors" as defined in Article 2.1(e) of
Directive 2003/71/EC, which includes legal entities which are
regulated by the Financial Conduct Authority or entities which are
not so regulated whose corporate purpose is solely to invest in
securities.
This announcement is not for distribution, directly or
indirectly, in or into the United States of America (including its
territories and possessions, any state of the United States of
America and the District of Columbia) (the "United States"),
Australia, Canada, Japan or South Africa or into any other
jurisdiction where applicable laws prohibit its release,
distribution or publication. This announcement does not constitute,
or form part of, an offer to sell, or a solicitation of an offer to
purchase, any securities in the United States, Australia, Canada,
Japan or South Africa or in any other jurisdiction where such offer
or sale would be unlawful. The securities of the Company have not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act") or the US Investment
Company Act of 1940, as amended and may not be offered or sold
directly or indirectly in or into the United States or to or for
the account or benefit of any US Person (within the meaning of
Regulation S under the Securities Act). The securities referred to
herein have not been registered under the applicable securities
laws of Australia, Canada, Japan or South Africa and, subject to
certain exceptions, may not be offered or sold within Australia,
Canada, Japan or South Africa or to any national, resident or
citizen of Australia, Canada, Japan or South Africa.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by,
Stifel Nicolaus Europe Limited or by any of its 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 their
advisers and any liability therefore is expressly disclaimed.
Stifel Nicolaus Europe Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as sole broker and bookrunner to the Company and is
acting for no-one else in connection with the Placing and the
contents of this announcement and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of Stifel Nicolaus Europe Limited nor for providing advice
in connection with the Placing and the contents of this
announcement or any other matter referred to herein.
Notes to Editors
The Company
The Company is a closed-ended London Stock Exchange-listed
investment company that seeks to generate returns from senior and
subordinated infrastructure debt and related and/or similar assets.
The Company is advised by Gravis Capital Management Ltd.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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