REG - Pantheon Infrastrct. - Result of over-subscribed Initial Public Offering

Affiliated ManagersAnnouncement

11/11/2021 08:05

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RNS Number : 0143S  Pantheon Infrastructure PLC  11 November 2021

11 November 2021

 

LEI: 213800CKJXQX64XMRK69

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN
WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE
UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER TO SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE,
ANY INVESTMENT IN ANY JURISDICTION.  PLEASE SEE THE SECTION ENTITLED
"DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement does not constitute, and may not be construed as, an offer
to sell or an invitation to purchase, investments of any description, or the
provision of investment advice by any party.

 

PANTHEON INFRASTRUCTURE PLC

 

 

Result of over-subscribed Initial Public Offering

 

Pantheon Infrastructure PLC ("PINT" or the "Company") is pleased to announce
that it has successfully raised gross proceeds of £400 million, through its
Placing, Offer for Subscription and Intermediaries Offer (together the
"Issue") of Ordinary Shares at an issue price of 100 pence per Ordinary Share.
Subscription Shares will be issued to IPO investors subscribing for Ordinary
Shares on the basis of one Subscription Share for every five Ordinary Shares
subscribed.

The Company received applications substantially exceeding both the target of
£300 million and the £400 million maximum size of the Issue. Accordingly, a
scaling-back exercise has been undertaken.

PINT will target attractive risk-adjusted total returns comprising capital
growth and a progressive dividend through making equity and equity-related
investments in private infrastructure assets alongside other leading private
asset investment managers and institutional investors. The net proceeds of
the Issue will be invested in accordance with the Company's investment policy.

Investec Bank plc acted as Sole Sponsor, Financial Adviser, and Bookrunner to
the Company.

 

Vagn Sørensen, Chairman of the Company, said:

"The importance of investing in sustainable new infrastructure has never been
more apparent and we are delighted with the depth of interest that PINT has
received. We thank investors for their support and look forward to updating
you on the deployment of the IPO proceeds."

 

Richard Sem, Partner, Pantheon Ventures, said:

"Private capital has an important role in adapting and creating the
infrastructure that we require for a sustainable future, and I'm delighted
that PINT has enabled public market investors to access these opportunities.
Through our network, the Pantheon platform benefits from favourable access to
a high volume of quality assets, with downside protected cash flows, strong
ESG credentials, and positive exposure to secular changes in society."

 

Application for Admission

Application has been made for 400,000,000 Ordinary Shares and 80,000,000
Subscription Shares to be admitted to the premium segment of the Official List
of the FCA (in respect of the Ordinary Shares) and the standard segment of the
Official List of the FCA (in respect of the Subscription Shares) and to
trading on the main market of the London Stock Exchange. It is expected that
Initial Admission will become effective and that dealings will commence in the
Ordinary Shares and Subscription Shares at 8.00 a.m. on 16 November 2021.

 

Capitalised terms shall have the same meaning attributed to them in the
Company's prospectus dated 13 October 2021 unless otherwise defined in this
announcement.

 

For further information please contact:

 

 Pantheon Ventures (UK) LLP                                              +44 (0) 20 3356 1800

 Investment Manager                                                      pint@pantheon.com (mailto:pint@pantheon.com)

 Richard Sem, Partner

 Ashley Wassall, Head of Client Communications                           Ashley.Wassall@pantheon.com (mailto:Ashley.Wassall@pantheon.com)

 Investec Bank plc                                                       +44 (0) 20 7597 4000

 Sole Sponsor, Financial Adviser and Bookrunner

 Tom Skinner (Corporate Broking)

 Lucy Lewis, Denis Flanagan (Corporate Finance)

 Dominic Waters, Neil Brierley, William Barnett, Alice Douglas (Sales)

 TB Cardew                                                               +44 (0) 20 7930 0777

 Public relations advisor                                                pint@tbcardew.com (mailto:pint@tbcardew.com)

 Ed Orlebar                                                              +44 (0)7738 724 630

 Tania Wild                                                              +44 (0)7425 536 903

 Max Gibson                                                              +44 (0)7435 791 368

( )

 

 

 

DISCLAIMER

 

This announcement does not constitute, and may not be construed as, an offer
to sell or an invitation to purchase investments of any description, or the
provision of investment advice by any party. No information set out in this
announcement is intended to form the basis of any contract of sale, investment
decision or any decision to purchase Shares in the Company.

 

Investec Bank plc ("Investec Bank") is authorised in the United Kingdom by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority. Investec Europe Limited
(trading as Investec Europe, Investec Europe and together with Investec Bank,
"Investec") is regulated in Ireland by the Central Bank of Ireland. Each of
the Investment Manager and Investec is acting exclusively for the Company in
connection with the matters described in this announcement and neither the
Investment Manager nor Investec is acting for or advising any other person, or
treating any other person as their respective client, in relation thereto and
neither the Investment Manager nor Investec will be responsible for providing
the regulatory protection afforded to their respective clients or advice to
any other person in relation to the matters contained herein. This does not
exclude any responsibilities or liabilities of Investec under the Financial
Services and Markets Act 2000 (FSMA) or the regulatory regime established
thereunder.

 

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America.  This announcement is
not an offer of securities for sale into the United States.  The securities
referred to herein may not be offered or sold in the United States, except
pursuant to an applicable exemption from registration.  No public offering of
securities is being made in the United States.

 

The Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered, sold, resold, pledged, delivered,
distributed or otherwise transferred, directly or indirectly, into or within
the United States.  Outside the United States, the Shares may be sold to
persons who are not "US Persons", as defined in and pursuant to Regulation S
under the US Securities Act ("US Persons"). Any sale of Shares in the United
States or to US Persons may only be made to persons reasonably believed to be
"qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the
US Securities Act, that are also "qualified purchasers" ("Qualified
Purchasers"), as defined in the US Investment Company Act of 1940, as amended
(the "US Investment Company Act"). The Company has not been and will not be
registered under the US Investment Company Act and investors are not and will
not be entitled to the benefits of the US Investment Company Act.

 

In addition, the Shares have not been, nor will they be, registered under the
applicable securities laws of Australia, Canada, New Zealand, the Republic of
South Africa or Japan. Subject to certain exceptions, the Shares may not be
offered or sold in, Australia, Canada, New Zealand, the Republic of South
Africa, Japan or any member state of the EEA (other than to professional
investors in certain EEA member states in which the Company is registered with
the national private placement regime) or to, or for the account or benefit
of, any national, resident or citizen of the United States, Australia, Canada,
New Zealand, the Republic of South Africa, Japan or any member state of the
EEA (other than to professional investors in certain EEA member states in
which the Company is registered with the national private placement regime).
The issue of Ordinary Shares and of Subscription Shares to investors
subscribing for Ordinary Shares (the "Issue"), and the distribution of this
announcement, in other jurisdictions may be restricted by law and the persons
into whose possession this announcement comes should inform themselves about,
and observe, any such restrictions.

 

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", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical facts included
in this announcement, including, without limitation, those regarding the
Company's financial position, strategy, plans, proposed acquisitions and
objectives, are forward-looking statements.

 

Forward-looking statements are subject to risks and uncertainties and,
accordingly, the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These factors include but are not limited
to those described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon as a guide
to future performance. The Company, the Investment Manager and Investec
expressly disclaim any obligation or undertaking to update or revise any
forward-looking statements contained herein to reflect actual results or any
change in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial Services and
Markets Act 2000, EU Prospectus Regulation (2017/1129) which is part of UK law
by virtue of the European Union (Withdrawal) Act 2018 (as amended and
supplemented from time to time (including, but not limited to, by the UK
Prospectus Amendment Regulations 2019 and The Financial Services and Markets
Act 2000 (Prospectus) Regulations 2019), the Prospectus Regulation Rules of
the Financial Conduct Authority, the UK version of Regulation (EU) No 596/2014
of the European Parliament and of the Council on 16 April 2014 on market abuse
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018
(as amended and supplemented from time to time) or other applicable laws,
regulations or rules.

 

None of the Company, the Investment Manager, Investec, or any of their
respective affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the information
in this announcement (or whether any information has been omitted from the
announcement) or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form, and
howsoever transmitted or made available or for any loss howsoever arising from
any use of the announcement or its contents or otherwise arising in connection
therewith. The Company, the Investment Manager, Investec, and their respective
affiliates, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection therewith.

 

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