REG - 3i Infrastructure - Results of Placing

3i InfrastructureAnnouncement

10/02/2023 07:00

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RNS Number : 5150P  3i Infrastructure PLC  10 February 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK MARKET ABUSE REGULATION AND THE INFORMATION CONTAINED HEREIN IS NOT FOR
PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO,
THE UNITED STATES, AUSTRALIA, CANADA, ANY MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD
BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

10 February 2023

3i Infrastructure plc (the "Company" or "3iN")

Results of Placing

 

The Company is pleased to announce the completion of the equity placing
announced on 6 February 2023, conducted under the existing non pre-emptive
authorities granted by shareholders at the Company's annual general meeting on
7 July 2022 (the "Placing").

A total of 30,915,990 new ordinary shares ("Shares") of no par value each were
issued at a price of 330p per Share, raising net proceeds (after estimated
Placing costs) of £100 million. A scale-back exercise has been undertaken,
respecting the principles of soft pre-emption through the allocation process.
The Placing price represents a discount of approximately 3.4% to 3iN's share
price immediately prior to the announcement of the Placing.

Commenting on the Placing, Richard Laing, Chair of 3iN said:

"We are pleased to announce the result of this capital raise and we would like
to thank our shareholders for their continued support. The proceeds will
provide the Company with useful additional flexibility to fund attractive
discretionary growth opportunities in our portfolio, such as a recent £28
million commitment to acquire Future Biogas, which as a sister company to
Infinis will form the largest producer of green gas in the UK."

The Shares will, when issued, be credited as fully paid and rank pari passu
with the existing ordinary shares of no par value in the capital of the
Company including the right to receive all dividends and distributions
declared, made or paid.

Application will be made to the Financial Conduct Authority for admission of
the 30,915,990 Shares to the premium listing segment of the Official List
maintained by the Financial Conduct Authority and to the London Stock Exchange
plc (the "LSE") for admission to trading of the Shares on the LSE's Main
Market for listed securities (together, "Admission"). It is expected that
Admission will take place on Tuesday, 14 February 2023 and that dealings in
the Shares on the LSE's Main Market for listed securities will commence at the
same time.

On Admission, the Company's issued share capital will consist of 922,350,000
Shares with voting rights. This figure may be used by Shareholders in
determining the denominator for the calculation by which they will establish
if they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

The Placing is conditional, among other things, on Admission being effective
and the Placing Agreement entered into in connection with the Placing not
being terminated in accordance with its terms. The Shares have been placed by
J.P. Morgan Securities plc (which conducts its UK investment banking business
as J.P. Morgan Cazenove) ("JPMC") and RBC Europe Limited (trading as RBC
Capital Markets) ("RBC" and, together with JPMC the "Joint Bookrunners").

For further information, please contact:

3i Investments plc

 Thomas Fodor            Tel: +44 20 7975 3469

Investor enquiries
Email: thomas.fodor@3i.com (mailto:thomas.fodor@3i.com)

 Kathryn van der Kroft   Tel: +44 20 7975 3021
 Media enquiries
Email: kathryn.vanderkroft@3i.com (mailto:kathryn.vanderkroft@3i.com)

J.P. Morgan Cazenove - Joint Bookrunner
            020 7742 4000

William Simmonds

Jérémie Birnbaum

RBC Capital Markets - Joint Bookrunner               020 7653
4000

Matthew Coakes

Duncan Smith

Max Avison

Kathryn Deegan

3i Infrastructure plc is a Jersey-incorporated, closed-ended investment
company and an approved UK Investment Trust, listed on the London Stock
Exchange and regulated by the Jersey Financial Services Commission. The
Company's purpose is to invest responsibly in infrastructure, delivering
long-term sustainable returns to shareholders and having a positive impact on
its portfolio companies and their stakeholders.

3i Investments plc, a wholly-owned subsidiary of 3i Group plc, is authorised
and regulated in the UK by the Financial Conduct Authority and acts as
Investment Manager of 3i Infrastructure plc.

The Company's LEI is: 549300SQ4ZSVSWC6H750

This Announcement contains (or may contain) certain "forward-looking
statements" with respect to certain of the Company's plans and its current
goals or expectations relating to its future financial condition and
performance and which involve a number of risks and uncertainties. Examples of
such forward-looking statements include, among others, statements regarding
the Company's business strategy, estimates of expenditure, future plans,
present or future events, or objectives for future operations that involve
risks and uncertainties and are not historic fact.  Such statements are based
on current expectations and, by their nature, are subject to a number of risks
and uncertainties that could cause actual results and performance to differ
materially from any expected future results or performance, expressed or
implied, by the forward-looking statements. No assurance can be given that
forward-looking statements results will be achieved. Factors that might cause
forward-looking statements to differ materially from actual results include,
among other things, the following: global economic conditions, economic
conditions in the UK and other jurisdictions in which the Company operates or
invests, the effects of continued volatility in credit markets, exchange rate
fluctuations and legislative, fiscal and regulatory developments. The
forward-looking statements contained in this Announcement speak only as of the
date of this Announcement and the Company assumes no obligation to, and does
not intend to, update or revise publicly any of them whether as a result of
new information, future events or otherwise, except to the extent required by
the Financial Conduct Authority, the London Stock Exchange or by applicable
law, the Prospectus Regulation Rules, the Listing Rules and the Disclosure
Guidance and Transparency Rules.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

The Joint Bookrunners or their respective affiliates from time to time have
provided in the past and may provide in the future investment banking,
financial advisory and commercial banking services to the Company and its
affiliates in the ordinary course of business for which they have received or
may receive customary fees and commissions.

The information contained in this Announcement is restricted and is directed
only at (a) persons in the United Kingdom who are Qualified Investors within
the meaning of article 2(e) of the UK version of Regulation (EU) 2017/1129
(known as the Prospectus Regulation) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus
Regulation")("UK Qualified Investors") who are persons: (i) who have
professional experience in matters relating to investments falling within
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (ii) falling within article 49(2)(a)
to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the
Order; or (iii) are persons to whom an invitation or inducement to engage in
investment activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) may otherwise be lawfully communicated
("Relevant Persons"). This Announcement does not constitute an offer or an
invitation to acquire or dispose of any securities in the Company.

This communication is not for publication or distribution, directly or
indirectly, in or into the United States. This communication does not
constitute or form part of an offer of securities for sale or solicitation of
an offer to purchase securities in the United States, Canada, Australia, any
member state of the European Economic Area, Japan, South Africa or in any
other jurisdiction in which such offer may be restricted.

The securities which are the subject of this communication have not been and
will not be registered under the US Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws in the United States. The
Share may only be offered or sold (i) to a limited number of persons in the
United States, or to "U.S. Persons" ("U.S. Persons") as defined in Regulation
S under the Securities Act ("Regulation S") wherever located, to, or for the
account or benefit of, persons who are both "qualified institutional buyers"
as defined in Rule 144A under the Securities Act and "qualified purchasers"
within the meaning of section 2(a)(51) of the US Investment Company Act of
1940, as amended (the "Investment Company Act"), and the rules and regulations
thereunder, in reliance on an exemption from the registration requirements of
the Securities Act or (ii) outside the United States in "offshore
transactions" (within the meaning of, and pursuant to, Regulation S) to, or
for the account or benefit of, persons who are not U.S. Persons. In each case,
offers and sales of the securities referred to herein shall be made in
accordance with any other applicable laws, regulations and directives. There
has been and will be no public offering of securities in the United States.
The Company has not been, and will not be, registered under the Investment
Company Act, in reliance upon the exception provided by section 3(c)(7)
thereof.

Persons distributing this announcement must satisfy themselves that it is
lawful to do so. Any investment or investment activity to which this
announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

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 JPMC, RBC or by any of their 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 therefor is expressly
disclaimed.

JPMC and RBC, which are authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, are acting
exclusively for the Company in connection with the Placing and no-one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of JPMC and RBC Capital Markets nor for
providing advice in relation to the Placing or any other matter referred to in
this Announcement.

The distribution of this Announcement and the offering of the Shares in
certain jurisdictions may be restricted by law. No action has been taken by
the Company or JPMC or RBC that would permit an offering of such shares 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 JPMC and RBC to inform themselves about,
and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction, or disclosure of this information in
whole or in part is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of MiFID II; and (c) local
implementing measures; and/or (d) (where applicable to UK investors or UK
firms) the relevant provisions of the UK statutory instruments implementing
MiFID II and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No
600/2014 of the European Parliament, as they form part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID
Laws") (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II and the UK MiFID Laws
(as applicable); and (ii) eligible for distribution through all distribution
channels as are permitted by MiFID II and the UK MiFID Laws (as applicable)
(the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that:
the price of Placing Shares may decline and investors could lose all or part
of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing. Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only contact prospective
Placees for participation in the Placing who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(i) an assessment of suitability or appropriateness for the purposes of MiFID
II or the UK MiFID Laws; or (ii) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to Placing Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the Placing Shares and determining
appropriate distribution channels.

PRIIPs Regulation

In accordance with the UK version of Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products
(PRIIPs), which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended, a key information document in respect of
the Ordinary Shares has been prepared by the Company and is available to
investors on the Company's website
https://www.3i-infrastructure.com/media/oqhnpbri/3in-kid-310322.pdf
(https://www.3i-infrastructure.com/media/oqhnpbri/3in-kid-310322.pdf) (the
"Key Information Document").

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