REG - BBGI Global Infrast. - Dividend Declaration and Offer Update

BBGI Global Infrastructure SAAnnouncement

27/02/2025 07:15

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RNS Number : 6092Y  BBGI Global Infrastructure S.A.  27 February 2025

27 February 2025

 

BBGI Global Infrastructure S.A.

("BBGI" or the "Company")

 

Second Interim Dividend

 

Recommended Cash Offer for BBGI - Adjustment to Offer Price

 

The information contained within this Announcement is deemed by the Company to
constitute inside information. Upon the publication of this Announcement via a
Regulatory Information Service this inside information is now considered to be
in the public domain.

 

Second Interim Dividend

 

BBGI Global Infrastructure S.A. (LSE ticker: BBGI), the global infrastructure
investment company, is pleased to declare a second interim cash dividend of
4.20 pence per share for the period 1 July - 31 December 2024, to be paid on
16 April 2025 (the Second Interim Dividend). Payment of the Second Interim
Dividend is consistent with the Company's target dividend payment of 8.40
pence per share in respect of the financial year ending 31 December 2024.

 

Details of the Second Interim Dividend are as follows:

 

Dividend per
share:
4.20 pence

Ex-Dividend
Date:
6 March 2025

Dividend Record
Date:
7 March 2025

Payment
Date:
16 April 2025

 

A scrip alternative will not be available with this dividend payment.

 

 

Adjustment to Offer Price

 

On 6 February 2025, Boswell Holdings 3 S.C.Sp. (acting by its general partner
Boswell Holdings 3 GP S.à r.l.) (Bidco) and the Company announced that they
had reached agreement on the terms of a recommended cash offer to be made by
Bidco for the entire issued and to be issued share capital of BBGI (the Offer)
at a price of 147.5 pence per Company ordinary share (Offer Price). Bidco is
indirectly controlled by British Columbia Investment Management Corporation.

As set out in the Offer announcement, the declaration and payment of the
Second Interim Dividend by BBGI prior to completion of the Offer would result
in a reduction in the Offer Price by the value of such dividend.

As a result of the proposed declaration and payment of the Second Interim
Dividend, Bidco confirms that the Offer Price is reduced to 143.3 pence per
Company ordinary share (the Adjusted Offer Price). Eligible BBGI shareholders
on the register on the Dividend Record Date will be entitled to retain the
Second Interim Dividend.

The Offer Document and a notice convening the general meeting in connection
with the Offer, are each expected to be published on or around 6 March 2025.

BCI and Bidco have each given and not withdrawn their consent to the
publication of this Announcement with the references made to them, the Offer
and the statement regarding the Adjusted Offer Price.

 

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

 BBGI                                                +352 263 479-1
 Duncan Ball, CEO
 Michael Denny, CFOO
 Dilip Kejriwal, Director of Investor Relations

 Jefferies International Limited                      +44 (0) 207 029 8000

 (Financial Adviser & Corporate Broker to BBGI
 Philip Noblet
 Dai Clement
 Tom Yeadon
 Thomas Bective

 H/Advisors Maitland (Communications advisor)        BBGI-maitland@h-advisors.global
 James Benjamin                                      +44 (0) 7747 113 930
 Rachel Cohen                                        +44 (0) 20 7379 5151

 Winterflood                                         +44 (0) 203 100 0000

 (Corporate Broker to BBGI)
 Neil Langford

 BCI
 Olga Petrycki (Director, Brand Communications)      +1 778 410 7310

 RBC Capital Markets                                 +44 20 7653 4000

 (Financial Adviser to BCI and Bidco)
 Philip Turville
 Mark Rushton
 Matthew Coakes
 Samuel Jackson

 PWC                                                 +44 20 7583 5000

 (Financial Adviser to BCI and Bidco)
 James Pincus
 Jon Raggett
 Nitin Premchandani

 

 

NOTES

Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Offer Announcement.

 

BBGI Global Infrastructure S.A. (BBGI) is a responsible infrastructure
investment company and a constituent of the FTSE 250 that invests in and
actively manages for the long-term a globally diversified, low-risk portfolio
of essential social infrastructure investments.

 

BBGI is committed to delivering stable and predictable cash flows with
progressive long-term dividend growth and sustainable, returns for
shareholders. BBGI has a proactive approach to preserving and enhancing the
value of its investments, and to delivering well maintained social
infrastructure for communities and end users.

 

All of BBGI's investments are supported by secure public sector-backed
contracted revenues, with high-quality inflation linked characteristics.
BBGI's investment portfolio is 100% operational with all its investments
located across highly rated investment grade countries with stable, well
developed operating environments.

 

Further information about BBGI is available on its website at www.bb-gi.com*.

 

A copy of this announcement will be made available on BBGI's website at
https://www.bb-gi.com/investors/offer (https://www.bb-gi.com/investors/offer)

 

The Company's LEI: 529900CV0RWCOP5YHK95

 

Any reference to the Company or BBGI refers also to its subsidiaries (where
applicable).

 

* Neither the Company's website nor the content of any website accessible from
hyperlinks on its website (or any other website) is (or is deemed to be)
incorporated into, or forms (or is deemed to form) part of this announcement.

 

Important Notices

Jefferies, which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for BBGI and no one else in connection with the
matters set out in this Announcement and will not regard any other person as
its client in relation to the matters in this Announcement and will not be
responsible to anyone other than BBGI for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any matter
referred to in this Announcement. Neither Jefferies nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies in connection with this Announcement,
any statement contained herein or otherwise.

 

Winterflood, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for BBGI and no one else in connection with the
matters set out in this Announcement and will not regard any other person as
its client in relation to the matters in this Announcement and will not be
responsible to anyone other than BBGI for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any matter
referred to in this Announcement. Neither Winterflood nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Winterflood in connection with this
Announcement, any statement contained herein or otherwise.

 

RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is
authorised and regulated by the Prudential Regulatory Authority and the FCA in
the United Kingdom, is acting exclusively for BCI and Bidco and for no one
else in connection with the matters referred to in this Announcement and will
not be responsible to anyone other than BCI and Bidco for providing the
protections afforded to clients of RBC, or for providing advice in connection
with the matters referred to in this Announcement. Neither RBC nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of RBC in connection with this Announcement,
any statement contained herein or otherwise.

 

PricewaterhouseCoopers LLP ("PwC") which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for BCI and Bidco and for no
one else in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than BCI and Bidco for providing the
protections afforded to clients of PwC, or for providing advice in connection
with the matters referred to in this Announcement. Neither PwC nor any of its
affiliates (nor their respective directors, officers, employees or agents)
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of PwC in connection with this Announcement,
any statement contained herein or otherwise.

 

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, pursuant
to the Offer or otherwise, nor shall there be any purchase, sale, issuance or
exchange of securities or such solicitation in any jurisdiction in which such
offer, solicitation, sale, issuance or exchange would be unlawful prior to the
registration or qualification under the laws of such jurisdiction.

 

This Announcement has been prepared for the purpose of complying with English
law and the information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance with the
laws of jurisdictions outside the United Kingdom.

 

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

 

Each BBGI Shareholder is advised to consult its independent professional
adviser regarding the tax consequences to it (or to its beneficial owners) of
the Offer.

 

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