TIDMINPP
RNS Number : 7861J
International Public Partnerships
29 April 2022
LEI: 2138002AJT55TI5M4W30
THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN
IRELAND), ANY OF THEIR RESPECTIVE TERRITORIES OR POSESSIONS, OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S.
PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN
OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION INCLUDING IN THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH
AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN
TO PROFESSIONAL INVESTORS IN IRELAND) OR TO US PERSONS.
29 April 2022
International Public Partnerships Limited
("INPP" or the "Company")
Result of Placing, Open Offer, Offer for Subscription and
Intermediaries Offer
Further to the announcement on 8 April 2022, the Board of
Directors (the "Board") of INPP is pleased to announce that the
Company has successfully completed its Placing, Open Offer, Offer
for Subscription and Intermediaries Offer (together, the " Initial
Issue " ).
The Initial Issue was oversubscribed several times over, with
support from both new and existing investors. In light of this
significant demand the Board has elected to increase the size of
the Initial Issue from the initial target amount of GBP250 million
to the maximum New Shares available under the Initial Issue,
raising gross proceeds of GBP325 million. Notwithstanding this the
demand was such that investors not benefiting from pre-emptive
rights have been scaled back. The proceeds raised will be used to
pay down the cash drawn portion of the Company's corporate debt
facility totalling approximately GBP156.2 million as at 6 April
2022 and to provide additional resources to pursue the Company's
investment pipeline.
In undertaking the allocation process the Company has made every
effort to balance the needs between current and prospective
shareholders with particular reference to those existing
long-standing investors who have supported the Company through its
growth. The Company looks forward to developing similar long-term
relationships with its new shareholders.
Michael Gerrard, Chair of INPP, said: " Thanks to the support of
both existing and new investors , we have significantly increased
the size of our initial target raise of GBP250 million, completing
a total capital raise of GBP325 million. The over-subscribed issue
firmly demonstrates the attractiveness of INPP's investment case.
The proceeds of the capital raise will be deployed to repay the
Company's corporate debt facility and support our investment
pipeline. We continue to aim to deliver long-term financial returns
for investors that also support the drive towards a more
sustainable future for the communities we serve."
Notification of Transaction by Persons Discharging Managerial
Responsibilities (PDMRs) and Persons Closely Associated (PCAs)
The Board announces that the following Directors have
participated in the issue and will acquire the following
shares:
-- Michael Gerrard, Chair of the Company, 31,347 New Ordinary Shares;
-- Claire Whittet, Director of the Company, 37,854 New Ordinary Shares.
-- John Le Poidevin, Director of the Company, 62,695 New Ordinary Shares;
-- Julia Bond, Director of the Company, 18,808 New Ordinary Shares; and
-- Meriel Lenfestey, Director of the Company, 15,163 New Ordinary Shares;
Application for listing and admission to trading
Applications will be made for the 203,761,755 New Shares to be
admitted to the premium segment of the Official List and to trading
on the Main Market of the London Stock Exchange ("Admission").
Admission is expected to become effective, and dealings in the New
Shares are expected to commence, at 8.00 a.m. on 4 May 2022. The
issue of the New Shares is conditional on Admission becoming
effective by not later than this time or such later date as may be
provided for in the Issue Agreement and on the Issue Agreement
becoming otherwise unconditional in all respects, and not being
terminated in accordance with its terms, before Admission becomes
effective.
A total of 203,761,755 New Shares will be issued at a price of
159.5 pence per Share, of which 74,830,725 Shares will be issued
pursuant to the Open Offer, 8,823,678 Shares will be issued
pursuant to the Excess Application Facility, 8,976,989 Shares will
be issued pursuant to the Offer for Subscription, 11,939,892 will
be issued pursuant to the Intermediaries Offer and 99,190,471
Shares will be issued under the Placing.
Following this issue, the Company's issued share capital will
comprise 1,909,865,336 ordinary shares. 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 share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined, capitalised words and phrases in this
Announcement shall have the meaning given to them in the prospectus
dated 8 April 2022 (the "Prospectus").
Expected Timetable
Admission and commencement of dealings 8.00 a.m. on 4 May 2022
in the New Shares
New Shares issued in uncertificated 4 May 2022
form expected to be credited to accounts
in CREST
Despatch of definitive share certificates As soon as possible after
for the New Shares issued in certificated 8 May 2022
form*
*Underlying applications who apply to Intermediaries for New
Shares under the Intermediaries Offer will not receive share
certificates
For further information, please contact
Erica Sibree/Amy Edwards +44 (0) 7557 676 499/+44
Amber Fund Management Limited (0) 7827 238 355
Hugh Jonathan/Vicki Paine/George Shiel
Numis Securities
Sponsor, Broker, Financial Adviser
and Bookrunner +44 (0)20 7260 1000
Ed Berry/Mitch Barltrop +44 (0) 7703 330119/+44
FTI Consulting (0) 7807 296032
IMPORTANT NOTICES
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is the sponsor to the
Company. Numis is acting exclusively for the Company and for no-one
else in connection with the matters referred in this announcement.
Numis will not regard any other person (whether or not a recipient
of this announcement) as its client in relation to the matters
referred to in this announcement and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation
thereto. Apart from the responsibilities and liabilities, if any,
which may be imposed on Numis by FSMA or the regulatory regime
established thereunder, Numis does not make any representation,
express or implied, in relation to, nor accepts any responsibility
whatsoever for, the contents of this announcement or any other
statement made or purported to be made by it or on its behalf in
connection with the Company. Numis and its affiliates accordingly,
to the fullest extent permitted by law, disclaim all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of this announcement or its contents or otherwise
arising in connection therewith.
The New Shares have not been and will not be registered under
the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States, or under any
of the relevant securities laws of Australia, Canada, the Republic
of South Africa, New Zealand or Japan, or any Member State of the
European Economic Area (other than to professional investors in
Ireland) or their respective provinces, territories or possessions.
No action has been taken by the Company or Numis that would permit
an offering of any shares in the capital of the Company or
possession or distribution of this announcement or any other
offering or publicity material relating to such shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the
Company and Numis to inform themselves about, and to observe, such
restrictions.
The New Shares may not (unless any exemption from such
registration or laws is available) be offered, sold, resold,
pledged, delivered, distributed or otherwise transferred, directly
or indirectly, into or within the United States, or to, or for the
account or benefit of, "US Persons" (as defined in Regulation S
under the Securities Act ("Regulation S")) or in Australia, Canada,
the Republic of South Africa, New Zealand or Japan or their
respective provinces, territories or possessions. No public
offering of the New Shares is being made in the United States. The
New Shares may be offered and sold only outside the United States
to non-US Persons in "offshore transactions" within the meaning of,
and in reliance on, Regulation S. Any sale of Shares in the United
States or to US Persons may only be made to a limited number of
persons reasonably believed to be "qualified institutional buyers"
("QIBs"), as defined in Rule 144A under the Securities Act, that
are also "qualified purchasers" ("Qualified Purchasers"), as
defined in the United States Investment Company Act of 1940, as
amended (the "Investment Company Act") and that execute a
representation letter and participate in the Placing. The Company
has not been and will not be registered under the Investment
Company Act and, as such, investors will not be entitled to the
benefits of the Investment Company Act. No offer, purchase, sale or
transfer of the New Shares may be made except under
circumstances which will not result in the Company being
required to register as an investment company under the Investment
Company Act. A US Person that acquires New Shares may be required
to sell or transfer these New Shares to a person qualified to hold
New Shares or forfeit the New Shares if the transfer is not made in
a timely manner.
Neither the United States Securities and Exchange Commission
(the "SEC") nor any securities regulatory authority of any state or
other jurisdiction of the United States has approved or disapproved
of the New Shares or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Figures refer to past performance and past
performance is not a reliable indicator of future results. Returns
may increase or decrease as a result of currency fluctuations.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "forecasts", "projects", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts.
All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be
important factors that could cause the Company's actual results to
differ materially from those indicated in these statements. These
factors include but are not limited to those described in the part
of the Prospectus entitled "Risk Factors", which should be read in
conjunction with the other cautionary statements that are included
in this announcement. Any forward-looking statements in this
announcement reflect the Company's current views with respect to
future events and are subject to these and other risks,
uncertainties and assumptions relating to the Company's operations,
results of operations and growth strategy and the liquidity of New
Shares. Given these uncertainties, prospective investors are
cautioned not to place any undue reliance on such forward-looking
statements.
These forward-looking statements apply only as of the date of
this announcement. Subject to any obligations under applicable law
or UK regulatory requirements (including FSMA, the Listing Rules,
the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules and the Prospectus Regulation Rules), the
Company undertakes no obligation publicly to update or review any
forward looking statement whether as a result of new information,
future developments or otherwise.
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END
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