TIDMHICL
RNS Number : 1418T
HICL Infrastructure PLC
16 July 2020
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA.
HICL Infrastructure PLC
Proposed issue of equity
16 July 2020
The Board of HICL Infrastructure PLC (the "Company" or "HICL")
is pleased to announce that it proposes to raise additional equity
capital through the issue of new ordinary shares in the capital of
the Company ("New Ordinary Shares") by way of non-pre-emptive tap
issuance (the "Issue").
The New Ordinary Shares will be issued at a price of 164.0p per
Share (the "Issue Price"). The Issue Price represents a discount of
5.75 per cent. to the mid-market closing share price of 174.0p on
15 July 2020 and a premium of 7.68 per cent. to the last reported
NAV of 152.3p (as at 31 March 2020).
The net proceeds of the Issue will be applied in reducing the
Company's funding requirement of approximately GBP75m, and in
providing additional resources in respect of the Company's advanced
pipeline.
Details of the Issue
The Issue will be made to qualifying investors (as defined in
section 86(7) of the Financial Services and Markets Act 2000 (as
amended)) through the Company's brokers, joint corporate brokers,
Investec Bank plc ("Investec") and RBC Capital Markets ("RBC"), and
will be subject to the terms and conditions set out in the Appendix
to this announcement (the "Appendix").
The Issue will be launched immediately following this
announcement. To register their interest in participating in the
Issue, potential investors should communicate their applications
for New Ordinary Shares by telephone to their usual sales contact
at Investec or RBC. The Issue is expected to close at 11.00 a.m.
(London time) on Tuesday 21 July 2020 but may close earlier or
later at the discretion of the Company, Investec and RBC.
The number of New Ordinary Shares to be issued will be agreed
between Investec, RBC and the Company following the close of the
Issue, and announced shortly thereafter. Investec and RBC may
choose to accept applications, either in whole or in part, on the
basis of allocations determined in agreement with the Company, and
may scale down any applications for this purpose on such basis as
the Company, Investec and RBC may determine. Investec and RBC may
also, notwithstanding the above, subject to the prior consent of
the Company: (i) allocate New Ordinary Shares after the time of any
initial allocation to any person submitting an application after
that time, and (ii) allocate New Ordinary Shares after the Issue
has closed to any person submitting an application after that
time.
Application for Admission
Application will be made to the Financial Conduct Authority for
admission of the New Ordinary Shares to the premium segment of the
Official List and to London Stock Exchange plc for admission to
trading of the New Ordinary Shares on its main market for listed
securities (the "Main Market"), (together, "Admission"). It is
expected that Admission will become effective, and that dealings in
the New Ordinary Shares on the Main Market will commence, on or
around 23 July 2020.
Expected Timetable
Latest time and date for receipt 11.00 a.m. on Tuesday 21 July
of applications 2020
Announcement of results of the Tuesday 21 July 2020
Issue
New Ordinary Shares issued to Tuesday 21 July 2020
investors on a T+2 basis
Admission and commencement of 8.00 a.m. on Thursday 23 July
dealings in New Ordinary Shares 2020
LEI: 213800BVXR1E5L7PEV94
Enquiries:
InfraRed Capital Partners Limited +44 (0) 20 7484 1800/info@hicl.com
Harry Seekings
Keith Pickard
Edward Hunt
Kirsty MacCallum
Investec Bank plc +44 (0) 20 7597 4000
Dominic Waters
Neil Brierley
Will Barnett
Alice Douglas
Carl Goossens
David Yovichic
Denis Flanagan
RBC Capital Markets +44 (0) 20 7653 4000
Darrell Uden
Duncan Smith
Matthew Coakes
Teneo +44 (0) 7342 031051/HICL@teneo.com
George Hutchinson
Haya Herbert-Burns
IMPORTANT INFORMATION
This announcement contains Inside Information.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP
ISSUE. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) IS DIRECTED ONLY AT
PERSONS SELECTED BY INVESTEC BANK PLC AND RBC EUROPE LIMITED (THE "
JOINT BOOKRUNNERS ") 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 TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED UNDER THE FPO (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS " RELEVANT PERSONS " ). ONLY RELEVANT PERSONS MAY
PARTICIPATE IN THE TAP ISSUE AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS.
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE
ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN
ECONOMIC AREA ( EEA ), OTHER THAN TO PERSONS WHO ARE BOTH (I)
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS
REGULATION ((EU)2017/1129) (THE " PROSPECTUS REGULATION " ), 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 AND (II)
PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED
UNDER THE EU ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (NO.
2011/ 61/EU) (THE "AIFM DIRECTIVE") OR THE APPLICABLE IMPLEMENTING
LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH
PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED
OFFICE.
The New Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "U.S.
Securities Act") or with any securities regulatory authority of any
State or other jurisdiction of the United States (as defined
below), and accordingly may not be offered, sold or transferred
within the United States of America, its territories or
possessions, any State of the United States or the District of
Columbia (the United States) except pursuant to an exemption from,
or in a transaction not subject to, registration under the U.S.
Securities Act. The Tap Issue is being made (i) outside the United
States in reliance on the exemption from the registration
requirements of the U.S. Securities Act provided by Regulation S
and (ii) to persons located inside the United States or to U.S.
Persons that are "qualified institutional buyers" (as the term is
defined in Rule 144A under the U.S. Securities Act) that are also
"qualified purchasers" within the meaning of section 2(A)(51) of
the U.S. Investment Company Act in reliance on an exemption from
registration provided by section 4(A)(2) under the U.S. Securities
Act.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "U.S.
Investment Company Act") and investors will not be entitled to the
benefits of the U.S. Investment Company Act. This Announcement does
not constitute an offer to sell or issue or a solicitation of an
offer to buy or subscribe for Tap Shares in any jurisdiction
including, without limitation, the United States, Australia,
Canada, Japan or South Africa or any other jurisdiction in which
such offer or solicitation is or may be unlawful (an "Excluded
Territory"). This Announcement and the information contained
therein are not for publication or distribution, directly or
indirectly, to persons in an Excluded Territory unless permitted
pursuant to an exemption under the relevant local law or regulation
in any such jurisdiction.
The distribution of this Announcement, and/or the issue of New
Ordinary Shares in certain jurisdictions may be restricted by law
and/or regulation. No action has been taken by the Company, the
Joint Bookrunners or any of their respective affiliates as defined
in Rule 501(b) under the U.S. Securities Act (as applicable in the
context used, Affiliates) that would permit an offer of the New
Ordinary Shares or possession or distribution of this Announcement
or any other publicity material relating to the New Ordinary 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.
The Joint Bookrunners, each of which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority (the
"FCA"), are acting for the Company and for no one else in
connection with the Tap Issue and will not be responsible to anyone
other than the Company for providing the protections afforded to
clients of the Joint Bookrunners or for providing advice in
relation to the Tap Issue, or any other matters referred to
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, in the UK being the
FCA's Product Intervention and Governance Sourcebook (PROD)
(together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the MiFID II Product Governance Requirements) may otherwise have
with respect thereto, the New Ordinary Shares have been subject to
a product approval process, which has determined that the New
Ordinary Shares are: (i) compatible with an end target market of
professionally advised retail investors who do not need a
guaranteed income or capital protection and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution a) if to
professionally advised retail investors, through advised
distribution channels only; or b) through such distribution
channels as are appropriate to professional clients and eligible
counterparties, (in each case) as are permitted by MiFID II (the
"Target Market Assessment"). Notwithstanding the Target Market
Assessment, Distributors should note that: the price of New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in New Ordinary
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 Tap Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, the Joint Bookrunners will only contact prospective
Applicants for participation in the Tap Issue 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 New Ordinary Shares.
Each Distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
APPIX
TERMS AND CONDITIONS OF THE TAP ISSUE
1. General
1.1 By participating in the Tap Issue each applicant for New
Ordinary Shares (an "Applicant") is deemed to have read and
understood this Announcement (including this Appendix) in its
entirety and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this
Appendix.
1.2 Each Applicant which confirms its agreement (whether orally
or in writing) to Investec and/or to RBC to acquire New Ordinary
Shares under the Tap Issue will be bound by these terms and
conditions and will be deemed to have accepted them.
1.3 The Company and/or Investec and/or RBC may require any
Applicant to agree to such further terms and/or conditions and/or
give such additional warranties and/or representations as it (in
its absolute discretion) sees fit and/or may require any such
Applicant to execute a separate letter (a "Tap Issue Letter"). The
terms and conditions contained in any such Tap Issue Letter shall
be supplemental and in addition to the terms and conditions
contained in this Appendix.
2. Agreement to Acquire New Ordinary Shares
2.1 Conditional upon:
(a) Admission, occurring and becoming effective by 8.00 a.m. the
date indicated in the Announcement (or such later time and/or date,
not being later than 28 July 2020, as the Company and the Joint
Bookrunners may agree);
(b) the Tap Issue Agreement between the Company, Infrared
Capital Partners Limited (the "Investment Manager") and the Joint
Bookrunners dated 21 November 2019 (the "Tap Issue Agreement")
becoming otherwise unconditional in all respects in relation to the
Tap Issue, as applicable, (save as to the Admission of the New
Ordinary Shares) and not having been terminated on or before
Admission; and
(c) Investec and/or RBC confirming to the Applicants their
allocation of the relevant New Ordinary Shares,
an Applicant agrees to become a member of the Company and agrees
to take those New Ordinary Shares allocated to it by Investec
and/or RBC at the price per New Ordinary Share agreed between the
Company and the Joint Bookrunners as the price at which the Tap
Issue will be undertaken (the "Issue Price").
2.2 To the fullest extent permitted by law, each Applicant
acknowledges and agrees that it will not be entitled to exercise
any remedy of rescission at any time. This does not affect any
other rights the Applicant may have.
3. Payment for New Ordinary Shares
3.1 Each Applicant must pay the Issue Price for the New Ordinary
Shares issued to or for the benefit of the Applicant in the manner
and by the time directed by Investec and/or RBC. If any Applicant
fails to pay as so directed and/or by the time required, the
relevant Applicant's application for the New Ordinary Shares shall
at the Joint Bookrunners' discretion either be accepted or rejected
in which case paragraphs 4.6 or 7.5 of these terms and conditions
shall apply to such application respectively.
4. Participation in, and principal terms of, the Tap Issue
4.1 Prospective Applicants will be identified and contacted by the Joint Bookrunners.
4.2 The latest time and date for receipt of commitments under
the Tap Issue is 11.00am (London time) on Tuesday 21 July 2020. The
Joint Bookrunners reserve the right to bring this date forward, or
to extend the timetable at their discretion, provided that the
closing date will be no later than Tuesday 28 July 2020.
4.3 The Joint Bookrunners will re-contact and confirm orally to
Applicants the size of their respective allocations and a trade
confirmation will be dispatched as soon as possible thereafter. The
Joint Bookrunners' oral confirmation of the size of allocations and
each Applicant's oral commitment to accept the same or such lesser
number as determined in accordance with paragraph 4.4 below will
constitute a legally binding agreement pursuant to which each such
Applicant will be required to accept the number of New Ordinary
Shares allocated to the Applicant at the Issue Price and otherwise
on the terms and subject to the conditions set out in this
Appendix.
4.4 The Company (after consultation with the Joint Bookrunners)
reserves the right to scale back the number of New Ordinary Shares
to be subscribed by any Applicant in the event of an
oversubscription in the Tap Issue. The Company and the Joint
Bookrunners also reserve the right not to accept offers to
subscribe for New Ordinary Shares or to accept such offers in part
rather than in whole. The Joint Bookrunners shall be entitled to
effect the Tap Issue by such method as they shall in their sole
discretion jointly determine. To the fullest extent permissible by
law, neither the Joint Bookrunners, nor any holding company of the
Joint Bookrunners, nor any subsidiary, branch or affiliate of the
Joint Bookrunners (each an Affiliate) nor any person acting on
behalf of any of the foregoing shall have any liability to
Applicants (or to any other person whether acting on behalf of an
Applicant or otherwise). In particular, neither of the Joint
Bookrunners, nor any Affiliate thereof nor any person acting on
their behalf shall have any liability to Applicants in respect of
their conduct of the Tap Issue. No commissions will be paid to
Applicants or directly by Applicants in respect of the New Ordinary
Shares. Under the terms of the Tap Issue Agreement, the Company
shall pay an aggregate commission of up to 1 per cent. of the gross
proceeds raised from Applicants that have been procured by the
Joint Bookrunners.
4.5 Each Applicant's obligations will be owed to the Company and
to the Joint Bookrunners. Following the oral confirmation referred
to above, each Applicant will have an immediate, separate,
irrevocable and binding obligation, owed to the Joint Bookrunners,
to pay to the Joint Bookrunners (or as the Joint Bookrunners may
direct) in cleared funds an amount equal to the product of the
Issue Price and the number of New Ordinary Shares which such
Applicant has agreed to acquire under the Tap Issue. Commitments
under the Tap Issue, once made, cannot be withdrawn without the
consent of the Directors. The Company shall allot such New Ordinary
Shares to each Applicant (or to either of the Joint Bookrunners for
onward transmission to the relevant Applicant) following each
Applicant's payment to the Joint Bookrunners of such amount.
4.6 Each Applicant agrees to indemnify on demand and hold each
of the Joint Bookrunners, the Company and the Investment Manager
and its 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
acknowledgements, undertakings, representations, warranties and
agreements set forth in these terms and conditions as supplemented
by any Tap Issue Letter.
4.7 All obligations of the Joint Bookrunners under the Tap Issue
will be subject to fulfilment of the conditions referred to below
under "Conditions".
5. Conditions
5.1 The Tap Issue is conditional upon the Tap Issue Agreement
becoming unconditional in relation to the Tap Issue and not having
been terminated in accordance with its terms. The conditions in the
Tap Issue Agreement are customary for an agreement of this nature
and include (inter alia) Admission occurring in relation to the New
Ordinary Shares and none of the representations and warranties
given by the Company and the Investment Manager being breached or
untrue in any material respect.
5.2 If the Tap Issue does not become unconditional, the Tap
Issue will lapse and each Applicant's rights and obligations under
the Tap Issue shall cease and determine at such time and no claim
may be made by an Applicant in respect thereof. The Joint
Bookrunners shall have no liability to any Applicant (or to any
other person whether acting on behalf of an Applicant or otherwise)
in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition relating to the Tap Issue in the Tap Issue Agreement.
5.3 By participating in the Tap Issue, each Applicant agrees
that its rights and obligations hereunder terminate only in the
circumstances described above and will not be capable of rescission
or termination by the Applicant.
5.4 By participating in a Tap Issue, each Applicant agrees with
the Joint Bookrunners that the exercise by the Joint Bookrunners of
any right of termination or other discretion under the Tap Issue
Agreement shall be within the absolute discretion of the Joint
Bookrunners and that the Joint Bookrunners need not make any
reference to the Applicant in this regard and that, to the fullest
extent permitted by law, the Joint Bookrunners shall not have any
liability whatsoever to the Applicant in connection with any such
exercise.
6. No Prospectus
6.1 The Tap Issue is only available to Relevant Persons that are
identified and contacted by the Joint Bookrunners and the New
Ordinary Shares will only be offered in such a way as to not
require a prospectus in the United Kingdom or elsewhere. No
offering document or prospectus has been or will be submitted to be
approved by the FCA in relation to the Tap Issue and Applicants'
commitments will be made solely on the basis of the information
contained in this Announcement (including this Appendix) and
information that has been published by the Company in accordance
with the FCA's Disclosure Guidance and Transparency Rules and the
Company's pre-investment disclosure document prepared for the
purposes of Article 23 of the AIFM Directive (collectively
"Regulatory Information").
6.2 Each Applicant, by accepting a participation in the Tap
Issue, 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 (other than the Regulatory Information),
representation, warranty, or statement made by or on behalf of the
Company or the Joint Bookrunners, or the Investment Manager or any
other person and none of the Company, the Joint Bookrunners or the
Investment Manager nor any other person will be liable for any
Applicant's decision to participate in the Tap Issue based on any
other information, representation, warranty or statement which the
Applicant may have obtained or received. Each Applicant
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 Tap Issue, and confirms that it
has understood the risks of investing in the Company and acquiring
New Ordinary Shares and has read the risk factors detailed in the
Company's latest annual report and financial statements, in the
Company's most recently published prospectus and in the Article 23
pre-investment disclosure document, each of which are available on
the Company's website www.hicl.com . Each Applicant also
acknowledges that it has had an opportunity to review and access
the information on the Company's ongoing charges detailed in the
Regulatory Information. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
7. Registration and settlement
7.1 Settlement of transactions in the relevant New Ordinary
Shares following their Admission will take place within the CREST
system, using the DVP mechanism, subject to certain exceptions. The
Joint Bookrunners reserve the right to require settlement for and
delivery of the relevant New Ordinary Shares to Applicants by such
other means as they may deem necessary, if delivery or settlement
is not possible or practicable within the CREST system within the
timetable set out in the Announcement or would not be consistent
with the regulatory requirements in the Applicant's
jurisdiction.
7.2 Each Applicant allocated New Ordinary Shares in the Tap
Issue will be sent a trade confirmation stating the number of New
Ordinary Shares allocated to it, the aggregate amount owed by such
Applicant to the Joint Bookrunners and settlement instructions.
Applicants should settle against CREST Participant ID: 805 for
Investec or CREST Participant ID: 388 for RBC depending on which of
the Joint Bookrunners has sent the Applicant the trade
confirmation. Each Applicant 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 which it has in place with a Joint
Bookrunner.
7.3 It is expected that settlement will be on a T+2 basis in
accordance with the instructions set out in the trade
confirmation.
7.4 Interest is chargeable daily on payments not received from
Applicants on the due date in accordance with the arrangements set
out above at the rate of 2 percentage points above the base rate of
Barclays Bank Plc.
7.5 Each Applicant is deemed to agree that if it does not comply
with these obligations, the Joint Bookrunners may sell any or all
of the New Ordinary Shares allocated to the Applicant on such
Applicant's behalf and retain from the proceeds, for their own
account and profit, an amount equal to the aggregate amount owed by
the Applicant plus any interest due. The Applicant will, however,
remain liable for any shortfall below the aggregate amount owed by
such Applicant and it may be required to bear any tax or other
charges (together with any interest or penalties) which may arise
upon the sale of such New Ordinary Shares on such Applicant's
behalf.
7.6 If New Ordinary Shares are to be delivered to a custodian or
settlement agent, the Applicant should ensure that the trade
confirmation is copied and delivered immediately to the relevant
person within that organisation.
7.7 Insofar as New Ordinary Shares are registered in the
Applicant's name or that of its nominee or in the name of any
person for whom the Applicant is contracting as agent or that of a
nominee for such person, such New Ordinary Shares will, subject as
provided below, be so registered free from any liability to PTM
levy, stamp duty or stamp duty reserve tax. If there are any
circumstances in which any other stamp duty or stamp duty reserve
tax is payable in respect of the issue of the New Ordinary Shares,
neither the Joint Bookrunners nor the Company shall be responsible
for the payment thereof. Applicants will not be entitled to receive
any fee or commission in connection with the Tap Issue.
8. Representations and Warranties
By participating in the Tap Issue, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, the Investment
Manager and the Joint Bookrunners that:
8.1 it has read this Announcement, including this Appendix, in
its entirety and acknowledges that its acquisition of New Ordinary
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);
8.2 no offering document or prospectus has been prepared in
connection with the New Ordinary Shares and represents and warrants
that it has not received a prospectus or other offering document in
connection therewith;
8.3 the Ordinary Shares are listed on the premium listing
segment of the Official List of the UK Listing Authority, and the
Company is therefore required to publish Regulatory Information,
which includes a description of the nature of the Company's
business and the Company's most recent balance sheet and profit and
loss account and that the Applicant is able to obtain or access
such information without undue difficulty, and is able to obtain
access to such information or comparable information concerning any
other publicly traded company, without undue difficulty;
8.4 it is relying solely on this Announcement (including this
Appendix) and the Regulatory Information published by the Company
prior to Admission of the New Ordinary Shares issued pursuant to
the Tap Issue and not on any other information given, or
representation or statement made at any time, by any person
concerning the Company or the Tap Issue;
8.5 the content of this Announcement and the Regulatory
Information is exclusively the responsibility of the Company and
(in respect of the Regulatory Information) in addition to the
Company, the persons stated therein as accepting responsibility,
and apart from the liabilities and responsibilities, if any, which
may be imposed on either of the Joint Bookrunners under any
regulatory regime, none of the Investment Manager, either of the
Joint Bookrunners nor any person acting on their behalf nor any of
their affiliates makes any representation, express or implied, nor
accepts any responsibility whatsoever for the contents of this
Announcement and the Regulatory Information nor for any other
statement made or purported to be made by them or on its or their
behalf in connection with the Company, the New Ordinary Shares or
the Tap Issue, including but without limitation the Company Key
Information Document published in accordance with Regulation (EU)
1286/2014 of the European Parliament and the Council (commonly
known as the 'PRIIPs Regulation');
8.6 if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to acquire New
Ordinary Shares under the Tap Issue, it warrants that it has
complied with all such laws, obtained all governmental and other
consents which may be required, complied with all requisite
formalities and paid any issue, transfer or other taxes due in
connection with its application in any territory and that it has
not taken any action or omitted to take any action which will
result in the Company, the Investment Manager or either of the
Joint Bookrunners or any of their respective officers, agents or
employees acting in breach of the regulatory or legal requirements,
directly or indirectly, of any territory or jurisdiction outside
the United Kingdom in connection with the Tap Issue;
8.7 it does not have a registered address in, and is not a
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the New Ordinary Shares and
it is not acting on a non-discretionary basis for any such
person;
8.8 it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96
(depository receipts and clearance services) of the Finance Act
1986;
8.9 it accepts that none of the New Ordinary Shares have been or
will be registered in any jurisdiction other than the United
Kingdom and that the New Ordinary Shares may not be offered, sold
or delivered, directly or indirectly, within any Excluded
Territory;
8.10 if it is applying for New Ordinary Shares in circumstances
under which the laws or regulations of a jurisdiction other than
the United Kingdom would apply, that it is a person to whom the New
Ordinary Shares may be lawfully offered under that other
jurisdiction's laws and regulations;
8.11 if it is resident in the UK, it is a qualifying investor
(as defined in section 86(7) of the Financial Services and Markets
Act 2000 (as amended) as well as a Qualified Investor for the
purposes of the Prospectus Regulation and also a person (i) who has
professional experience in matters relating to investments falling
with 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) to whom
this Announcement (including this Appendix) may otherwise be
lawfully communicated;
8.12 it has not been engaged to acquire the New Ordinary Shares
on behalf of any other person who is not a Qualified Investor
unless the terms on which it is engaged enable it to make decisions
concerning the acceptance of offers of transferable securities on
the client's behalf without reference to the client as described in
section 86(2) of FSMA;
8.13 if it is a resident in the EEA (other than the United
Kingdom): (a) it is a qualified investor within the meaning of the
Prospectus Regulation; and (b) that it is a person to whom the New
Ordinary Shares may be lawfully marketed under the AIFM Directive
or under the applicable implementing legislation (if any) of that
Relevant Member State; and (c) if it is a financial intermediary,
as that term is used in Article 5 of the Prospectus Regulation,
that the New Ordinary Shares purchased by it in the Tap Issue 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
in a Relevant Member State other than Qualified Investors (within
the meaning of the Prospectus Regulation), or in circumstances in
which the prior consent of the Joint Bookrunners has been given to
the offer or resale;
8.14 if it is outside the United Kingdom, neither the
Announcement (including this Appendix) or any other information of
document issued by or on behalf of or in respect of the Company or
either of the Joint Bookrunners constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for New Ordinary Shares pursuant to the Tap
Issue unless, in the relevant territory, such offer, invitation or
other course of conduct could lawfully be made to it or such person
and such documents or materials could lawfully be provided to it or
such person and the New Ordinary Shares could lawfully be
distributed to and subscribed and held by it or such person without
compliance with any unfulfilled approval, registration or other
regulatory or legal requirements;
8.15 it acknowledges that neither of the Joint Bookrunners nor
any of their respective affiliates nor any person acting on their
behalf is making any recommendations to it, advising it regarding
the suitability of any transactions it may enter into in connection
with the Tap Issue or providing any advice in relation to the Tap
Issue and participation in the Tap Issue is on the basis that it is
not and will not be a client of either of the Joint Bookrunners or
any of their affiliates and that the Joint Bookrunners and any of
their affiliates do not have any duties or responsibilities to it
for providing the protections afforded to their respective clients
or for providing advice in relation to the Tap Issue or the nor in
respect of any representations, warranties, undertaking or
indemnities contained in these terms and conditions;
8.16 it acknowledges that where it is acquiring New Ordinary
Shares for one or more managed, discretionary or advisory accounts,
it is authorised in writing for each such account: (i) to acquire
the New Ordinary Shares for each such account; (ii) to make on each
such account's behalf the representations, warranties and
agreements set out in this Appendix; and (iii) to receive on behalf
of each such account any documentation relating to the Tap Issue in
the form provided by the Company and/or either of the Joint
Bookrunners. It agrees that the provision of this paragraph shall
survive any resale of the New Ordinary Shares by or on behalf of
any such account;
8.17 it accepts that if the Tap Issue does not proceed (for
whatever reason) then none of the Company, the Joint Bookrunners,
the Investment Manager, or any of their affiliates, nor persons
controlling, controlled by or under common control with any of them
nor any of their respective employees, agents, officers, members,
stockholders, partners or representatives, shall have any liability
whatsoever to it or any other person;
8.18 in connection with its participation in the Tap Issue it
has observed all relevant legislation and regulations, in
particular (but without limitation) those relating to money
laundering and countering terrorist financing and that its
application is only made on the basis that it accepts full
responsibility for any requirement to identify and verify the
identity of its clients and other persons in respect of whom it has
applied. In addition, it warrants that it is a person: (i) subject
to the UK Money Laundering Regulations 2017 (SI 2017/692) and any
other applicable anti-money laundering guidance, regulations or
legislation in force and applicable in the UK ("Money Laundering
Regulations"); or (ii) subject to the EU Directive 2015/849 on the
prevention of the use of the financial system for the purposes of
money laundering or terrorist financing, as amended (the "Money
Laundering Directive"); or (iii) acting in the course of a business
in relation to which an overseas regulatory authority exercises
regulatory functions and is based or incorporated in, or formed
under the law of, a country in which there are in force provisions
at least equivalent to those required by the Money Laundering
Directive;
8.19 it agrees that, due to anti-money laundering and the
countering of terrorist financing requirements, the Joint
Bookrunners and/or the Company may require proof of identity of the
Applicant and related parties and verification of the source of the
payment before the application can be processed and that, in the
event of delay or failure by the Applicant to produce any
information required for verification purposes, the Joint
Bookrunners and/or the Company may refuse to accept the application
and the subscription monies relating thereto. It holds harmless and
will indemnify the Joint Bookrunners and the Company against any
liability, loss or cost ensuing due to the failure to process this
application, if such information as has been required has not been
provided by it or has not been provided on a timely basis;
8.20 it acknowledges and agrees that information provided by it
to the Company and/or the Joint Bookrunners will be stored on the
Company's and/or the Joint Bookrunners' computer system and
manually. It acknowledges and agrees that for the purposes of means
applicable data protection legislation (including the Data
Protection Act 2018 and the General Data Protection Regulation (EU)
2016/679) and regulatory requirements in the UK and/or the EEA, as
appropriate, in force from time to time ( the "Data Protection
Laws"), the Company and the Joint Bookrunners are/may be required
to specify the purposes for which they will hold personal data. The
Company and the Joint Bookrunners will only use such information
for the purposes set out below (collectively, the "Purposes"),
being to: (a) process its personal data (including sensitive
personal data) as required by or in connection with its holding of
New Ordinary Shares, including processing personal data in
connection with credit and money laundering checks on it; (b)
communicate with it as necessary in connection with its affairs and
generally in connection with its holding of the New Ordinary
Shares; (c) provide personal data to such third parties as the
Company or the Joint Bookrunners may consider necessary in
connection with its affairs and generally in connection with its
holding of the New Ordinary Shares or as the Data Protection Laws
may require, including to third parties outside the United Kingdom
or the European Economic Area; and (d) without limitation, provide
such personal data to the Company, the Joint Bookrunners, the
Company's registrar and the Investment Manager and their respective
associates for processing, notwithstanding that any such party may
be outside the United Kingdom or the European Economic Area;
8.21 In providing the Company and/or the Joint Bookrunners with
information, it hereby represents and warrants to the Company, the
Joint Bookrunners and the Investment Adviser that it has obtained
the consent of any data subject to the Company, the Joint
Bookrunners, the Investment Adviser, the Company's registrar and
their respective associates holding and using their personal data
for the Purposes (including the explicit consent of the data
subjects for the processing of any sensitive data or sensitive
personal data for the Purposes). For the purposes of this document,
"data subject", "personal data", "sensitive data" and "sensitive
personal data" shall have the meanings attributed to them in the
Data Protection Laws;
8.22 if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):
(a) it acknowledges that the Target Market Assessment undertaken
by the Joint Bookrunners does not constitute: (i) an assessment of
suitability or appropriateness for the purposes of MiFID II; or
(ii) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the New Ordinary Shares, and each distributor is
responsible for undertaking its own target market assessment in
respect of the New Ordinary Shares and determining appropriate
distribution channels;
(b) notwithstanding any Target Market Assessment undertaken by
the Joint Bookrunners, it confirms that it has satisfied itself as
to the appropriate knowledge, experience, financial situation, risk
tolerance and objectives and needs of the investors to whom it
plans to distribute the New Ordinary Shares and with the end target
market ; and
(c) it acknowledges that the price of the New Ordinary Shares
may decline and investors could lose all or part of their
investment; the New Ordinary Shares offer no guaranteed income and
no capital protection; and an investment in the New Ordinary 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.
8.23 the representations, undertakings and warranties contained
in this Appendix are irrevocable. It acknowledges that the Joint
Bookrunners, the Company, the Investment Manager and their
respective affiliates will rely upon the truth and accuracy of the
foregoing representations and warranties and it agrees that if any
of the representations or warranties made or deemed to have been
made by its subscription of the relevant New Ordinary Shares are no
longer accurate, it shall promptly notify the Joint Bookrunners and
the Company in writing;
8.24 where it or any person acting on behalf of it is dealing
with either of the Joint Bookrunners, any money held in an account
with either of the Joint Bookrunners on behalf of it and/or any
person acting on behalf of it will not be treated as client money
within the meaning of the relevant rules and regulations of the
Financial Conduct Authority which therefore will not require the
Joint Bookrunners to segregate such money, as that money will be
held by either of the Joint Bookrunners under a banking
relationship and not as trustee;
8.25 any of its clients, whether or not identified to the Joint
Bookrunners or any of their affiliates or agents, will remain its
sole responsibility and will not become clients of the Joint
Bookrunners or any of their affiliates or agents for the purposes
of the rules of the Financial Conduct Authority or for the purposes
of any other statutory or regulatory provision;
8.26 it accepts that the allocation of New Ordinary Shares shall
be determined by the Company (in consultation with the Joint
Bookrunners and the Investment Manager) in their absolute
discretion and that such persons may scale down any Tap Issue
commitments for this purpose on such basis as they may
determine;
8.27 time shall be of the essence as regards its obligations to
settle payment for the relevant New Ordinary Shares and to comply
with its other obligations under the Tap Issue; and
8.28 it requests, at its own initiative, that the Company (or
its agents) notifies it of all future opportunities to acquire
securities in the Company and provides it with all available
information in connection therewith.
9. United States Purchase and Transfer Restrictions
By participating in the Tap Issue, each Applicant will (and any
person acting on such Applicant's behalf) be deemed to acknowledge,
agree, represent and warrant to each of the Company, the Investment
Manager and the Joint Bookrunners that:
9.1 If it is located outside the United States, it is not a U.S.
Person, it is acquiring the New Ordinary Shares in an "offshore
transaction" within the meaning of, and in reliance on, Regulation
S and it is not acquiring the New Ordinary Shares for the account
or benefit of a U.S. Person;
9.2 if it is located inside the United States or is a U.S.
Person, it is a "qualified institutional buyer" (as the term is
defined in Rule 144A under the U.S. Securities Act) that is also a
"qualified purchaser" within the meaning of Section 2(a)(51) of the
Investment Company Act, and the related rules thereunder and is
acquiring the New Ordinary Shares for its own account or for the
account of one or more "qualified institutional buyers" that are
also "qualified purchasers" for which it is acting as a duly
authorised agent or for a discretionary account with respect to
which it exercises sole investment discretion and not with a view
to any resale, distribution or other disposition of any such
securities in violation of any US federal or state securities
laws;
9.3 it acknowledges that the New Ordinary Shares have not been
and will not be registered under the U.S. Securities Act or with
any securities regulatory authority of any State or other
jurisdiction of the United States and may not be offered or sold in
the United States or to, or for the account or benefit of, U.S.
Persons absent registration, or an exemption from registration,
under the U.S. Securities Act;
9.4 it acknowledges that the Company has not registered under
the U.S. Investment Company Act and that the Company has put in
place restrictions for transactions not involving any public
offering in the United States, and to ensure that the Company is
not and will not be required to register under the U.S. Investment
Company Act;
9.5 it acknowledges that the Investment Manager has not
registered under the U.S. Investment Advisers Act and that the
Company has put in place restrictions on the sale and transfer of
the New Ordinary Shares to ensure that the Investment Manager is
not and will not be required to register under the U.S. Investment
Advisers Act;
9.6 no portion of the assets used to purchase, and no portion of
the assets used to hold, the New Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of (i)
an "employee benefit plan" as defined in Section 3(3) of the U.S.
Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (ii) a "plan" as
defined in Section 4975 of the U.S. Internal Revenue Code of 1986,
as amended (the "Code"), including an individual retirement account
or other arrangement that is subject to Section 4975 of the Code;
or (iii) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the Code. In addition, if an
investor is a governmental, church, non-U.S. or other employee
benefit plan that is subject to any federal, state, local or
non-U.S. law that is substantially similar to the provisions of
Title I of ERISA or Section 4975 of the Code, its purchase,
holding, and disposition of the New Ordinary Shares must not
constitute or result in a non-exempt violation of any such
substantially similar law;
9.7 that if any New Ordinary Shares offered and sold pursuant to
Regulation S are issued in certificated form (or if a request to
re-materialise uncertificated New Ordinary Shares into certificated
form), then such certificates evidencing ownership will contain a
legend substantially to the following effect unless otherwise
determined by the Company in accordance with applicable law:
"HICL INFRASTRUCTURE PLC (THE "COMPANY") HAS NOT BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS
AMENDED (THE U.S. INVESTMENT COMPANY ACT). IN ADDITION, THE
SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF
1933, AS AMENDED (THE U.S. SECURITIES ACT), OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD,
PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT
IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR AN EXEMPTION
THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE
COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT, IN EACH
CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS."
provided, that if any New Ordinary Shares are being sold
pursuant to paragraph 9.9 below, and if the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale, any
such legend may be removed upon delivery of the certification
described in paragraph 9.9 below, and provided further, that, if
any New Ordinary Shares are being sold pursuant to paragraph 9.9
below, the legend may be removed by delivery to the Company of an
opinion of counsel of recognised standing in form and substance
reasonably satisfactory to the Company, to the effect that such
legend is no longer required under applicable requirements of the
U.S. Securities Act, U.S. Investment Company Act or State
securities laws;
9.8 if in the future, the investor decides to offer, sell,
transfer, assign or otherwise dispose of the New Ordinary Shares,
it will do so only in compliance with an exemption from, or in a
transaction not subject to, the registration requirements of the
U.S. Securities Act and under circumstances which will not require
the Company to register under the U.S. Investment Company Act. It
acknowledges that any sale, transfer, assignment, pledge or other
disposal made other than in compliance with such laws and the above
stated restrictions will be subject to the compulsory transfer
provisions as provided in the Company's Articles;
9.9 if it is a person described in paragraph 9.2 above and, if
in the future it decides to offer, resell, pledge or otherwise
transfer any of the New Ordinary Shares, it understands and
acknowledges that the Shares are "restricted securities" within the
meaning of Rule 144 under the U.S. Securities Act and such New
Ordinary Shares may be offered, resold, pledged or otherwise
transferred only (i) outside the United States to non-U.S. Persons
in an offshore transaction in accordance with Rule 904 of
Regulation S (including, for example, an ordinary trade over the
London Stock Exchange), provided that the Company is a "foreign
issuer" within the meaning of Regulation S at the time of sale,
upon delivery to the Company of an exit certificate executed by the
transferor in a form reasonably satisfactory to the Company, (ii)
in a transaction that does not require registration under the U.S.
Securities Act or any applicable United States securities laws and
regulations or require the Company to register under the U.S.
Investment Company Act, subject to delivery to the Company of a US
investor representation letter executed by the transferee in a form
reasonably satisfactory to the Company, or (iii) to the
Company;
9.10 it is purchasing the New Ordinary Shares for its own
account or for one or more investment accounts for which it is
acting as a fiduciary or agent, in each case for investment only,
and not with a view to or for sale or other transfer in connection
with any distribution of the New Ordinary Shares in any manner that
would violate the U.S. Securities Act, the U.S. Investment Company
Act or any other applicable securities laws;
9.11 it acknowledges that the Company reserves the right to make
inquiries of any holder of the New Ordinary Shares or interests
therein at any time as to such person's status under the U.S.
federal securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under the U.S. securities laws to transfer
such New Ordinary Shares or interests in accordance with the
Articles;
9.12 it acknowledges and understands that the Company is
required to comply with FATCA and that the Company will follow
FATCA's extensive reporting and withholding requirements from their
effective date. The Applicant agrees to furnish any information and
documents the Company may from time to time request, including but
not limited to information required under FATCA;
9.13 it is entitled to acquire the New Ordinary Shares under the
laws of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the New Ordinary Shares and that it has not taken any action, or
omitted to take any action, which may result in the Company, the
Investment Manager or the Joint Bookrunners, or their respective
directors, officers, agents, employees and advisers being in breach
of the laws of any jurisdiction in connection with the Tap Issue or
its acceptance of participation in the Tap Issue;
9.14 it has received, carefully read and understands this
Announcement (including this Appendix), and has not, directly or
indirectly, distributed, forwarded, transferred or otherwise
transmitted this Announcement (including this Appendix) or any
other materials concerning the Company or the New Ordinary Shares
to within the United States or to any U.S. Persons, nor will it do
any of the foregoing; and
9.15 if it is acquiring any New Ordinary Shares as a fiduciary
or agent for one or more accounts, the investor has sole investment
discretion with respect to each such account and full power and
authority to make such foregoing representations, warranties,
acknowledgements and agreements on behalf of each such account.
The Company, the Investment Manager, the Joint Bookrunners and
their respective directors, officers, agents, employees, advisers
and others will rely upon the truth and accuracy of the foregoing
representations, warranties, acknowledgments and agreements. If any
of the representations, warranties, acknowledgments or agreements
made by the Applicant are no longer accurate or have not been
complied with, the Applicant will immediately notify the Company in
writing.
10. Miscellaneous
10.1 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 of one will not prevent
the exercise of others.
10.2 The contract to acquire New Ordinary Shares under the Tap
Issue will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of the Joint
Bookrunners, the Company and the Investment Manager, each Applicant
irrevocably submits to the jurisdiction of the courts of England
and Wales and waives any objection to proceedings in any such court
on the ground of venue or on the ground that proceedings have been
brought in an inconvenient forum. This does not prevent an action
being taken against an Applicant in any other jurisdiction.
10.3 In the case of a joint agreement to apply for New Ordinary
Shares under the Tap Issue, references to an "Applicant" in these
terms and conditions are to each of the Applicants who are a party
to that joint agreement and their liability is joint and
several.
10.4 The Joint Bookrunners and the Company expressly reserve the
right to modify the Tap Issue (including, without limitation, the
timetable and settlement) at any time before allocations are
determined.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOESFFFAIESSEEW
(END) Dow Jones Newswires
July 16, 2020 02:05 ET (06:05 GMT)
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