REG - International PPL - Result of Initial Issue

International Public PartnershipsAnnouncement

29/04/2022 07:00

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RNS Number : 7861J  International Public Partnerships  29 April 2022

LEI: 2138002AJT55TI5M4W30

 

THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH
AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO
PROFESSIONAL INVESTORS IN IRELAND), ANY OF THEIR RESPECTIVE TERRITORIES OR
POSESSIONS, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S.
PERSONS.  THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN ANY JURISDICTION INCLUDING IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA, ANY MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN IRELAND) OR TO
US PERSONS.

29 April 2022

 

International Public Partnerships Limited

 

("INPP" or the "Company")

 

Result of Placing, Open Offer, Offer for Subscription and Intermediaries Offer

 

Further to the announcement on 8 April 2022, the Board of Directors (the
"Board") of INPP is pleased to announce that the Company has successfully
completed its Placing, Open Offer, Offer for Subscription and Intermediaries
Offer (together, the "Initial Issue").

 

The Initial Issue was oversubscribed several times over, with support from
both new and existing investors. In light of this significant demand the Board
has elected to increase the size of the Initial Issue from the initial target
amount of £250 million to the maximum New Shares available under the Initial
Issue, raising gross proceeds of £325 million.  Notwithstanding this the
demand was such that investors not benefiting from pre-emptive rights have
been scaled back. The proceeds raised will be used to pay down the cash drawn
portion of the Company's corporate debt facility totalling approximately
£156.2 million as at 6 April 2022 and to provide additional resources to
pursue the Company's investment pipeline.

 

In undertaking the allocation process the Company has made every effort to
balance the needs between current and prospective shareholders with particular
reference to those existing long-standing investors who have supported the
Company through its growth. The Company looks forward to developing similar
long-term relationships with its new shareholders.

 

Michael Gerrard, Chair of INPP, said: "Thanks to the support of both existing
and new investors, we have significantly increased the size of our initial
target raise of £250 million, completing a total capital raise of £325
million. The over-subscribed issue firmly demonstrates the attractiveness of
INPP's investment case. The proceeds of the capital raise will be deployed to
repay the Company's corporate debt facility and support our investment
pipeline. We continue to aim to deliver long-term financial returns for
investors that also support the drive towards a more sustainable future for
the communities we serve."

 

Notification of Transaction by Persons Discharging Managerial Responsibilities
(PDMRs) and Persons Closely Associated (PCAs)

The Board announces that the following Directors have participated in the
issue and will acquire the following shares:

·      Michael Gerrard, Chair of the Company, 31,347 New Ordinary
Shares;

·      Claire Whittet, Director of the Company, 37,854 New Ordinary
Shares.

·      John Le Poidevin, Director of the Company, 62,695 New Ordinary
Shares;

·      Julia Bond, Director of the Company, 18,808 New Ordinary Shares;
and

·      Meriel Lenfestey, Director of the Company, 15,163 New Ordinary
Shares;

 

Application for listing and admission to trading

 

Applications will be made for the 203,761,755 New Shares to be admitted to the
premium segment of the Official List and to trading on the Main Market of the
London Stock Exchange ("Admission"). Admission is expected to become
effective, and dealings in the New Shares are expected to commence, at 8.00
a.m. on 4 May 2022. The issue of the New Shares is conditional on Admission
becoming effective by not later than this time or such later date as may be
provided for in the Issue Agreement and on the Issue Agreement becoming
otherwise unconditional in all respects, and not being terminated in
accordance with its terms, before Admission becomes effective.

 

A total of 203,761,755 New Shares will be issued at a price of 159.5 pence per
Share, of which 74,830,725 Shares will be issued pursuant to the Open Offer,
8,823,678 Shares will be issued pursuant to the Excess Application Facility,
8,976,989 Shares will be issued pursuant to the Offer for Subscription,
11,939,892 will be issued pursuant to the Intermediaries Offer and 99,190,471
Shares will be issued under the Placing.

 

Following this issue, the Company's issued share capital will comprise
1,909,865,336 ordinary shares. This figure may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

Unless otherwise defined, capitalised words and phrases in this Announcement
shall have the meaning given to them in the prospectus dated 8 April 2022 (the
"Prospectus").

 

Expected Timetable

 

 Admission and commencement of dealings in the New Shares                      8.00 a.m. on 4 May 2022

 New Shares issued in uncertificated form expected to be credited to accounts  4 May 2022
 in CREST

 Despatch of definitive share certificates for the New Shares issued in        As soon as possible after 8 May 2022
 certificated form*

*Underlying applications who apply to Intermediaries for New Shares under the
Intermediaries Offer will not receive share certificates

 

For further information, please contact

 

 Erica Sibree/Amy                                                                                                        +44 (0) 7557 676 499/+44 (0) 7827 238 355
 Edwards

 Amber Fund Management Limited

 Hugh Jonathan/Vicki Paine/George Shiel                                                                                  +44 (0)20 7260 1000

 Numis Securities

 Sponsor, Broker, Financial Adviser and Bookrunner

 Ed Berry/Mitch Barltrop                                                                                                 +44 (0) 7703 330119/+44 (0) 7807 296032

 FTI Consulting

IMPORTANT NOTICES

Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the FCA, is the sponsor to the Company.  Numis is acting
exclusively for the Company and for no-one else in connection with the matters
referred in this announcement.  Numis will not regard any other person
(whether or not a recipient of this announcement) as its client in relation to
the matters referred to in this announcement and will not be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation thereto.  Apart from the
responsibilities and liabilities, if any, which may be imposed on Numis by
FSMA or the regulatory regime established thereunder, Numis does not make any
representation, express or implied, in relation to, nor accepts any
responsibility whatsoever for, the contents of this announcement or any other
statement made or purported to be made by it or on its behalf in connection
with the Company.  Numis and its affiliates accordingly, to the fullest
extent permitted by law, disclaim all and any responsibility or liability
whether arising in tort, contract or otherwise (save as referred to above)
which it might otherwise have in respect of this announcement or its contents
or otherwise arising in connection therewith.

The New Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States, or under any of the relevant securities laws of Australia,
Canada, the Republic of South Africa, New Zealand or Japan, or any Member
State of the European Economic Area (other than to professional investors in
Ireland) or their respective provinces, territories or possessions. No action
has been taken by the Company or Numis that would permit an offering of any
shares in the capital of the Company or possession or distribution of this
announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by the Company and
Numis to inform themselves about, and to observe, such restrictions.

The New Shares may not (unless any exemption from such registration or laws is
available) be offered, sold, resold, pledged, delivered, distributed or
otherwise transferred, directly or indirectly, into or within the United
States, or to, or for the account or benefit of, "US Persons" (as defined in
Regulation S under the Securities Act ("Regulation S")) or in Australia,
Canada, the Republic of South Africa, New Zealand or Japan or their respective
provinces, territories or possessions.  No public offering of the New Shares
is being made in the United States.  The New Shares may be offered and sold
only outside the United States to non-US Persons in "offshore transactions"
within the meaning of, and in reliance on, Regulation S. Any sale of Shares in
the United States or to US Persons may only be made to a limited number of
persons reasonably believed to be "qualified institutional buyers" ("QIBs"),
as defined in Rule 144A under the Securities Act, that are also "qualified
purchasers" ("Qualified Purchasers"), as defined in the United States
Investment Company Act of 1940, as amended (the "Investment Company Act") and
that execute a representation letter and participate in the Placing. The
Company has not been and will not be registered under the Investment Company
Act and, as such, investors will not be entitled to the benefits of the
Investment Company Act. No offer, purchase, sale or transfer of the New Shares
may be made except under circumstances which will not result in the Company
being required to register as an investment company under the Investment
Company Act. A US Person that acquires New Shares may be required to sell or
transfer these New Shares to a person qualified to hold New Shares or forfeit
the New Shares if the transfer is not made in a timely manner.

Neither the United States Securities and Exchange Commission (the "SEC") nor
any securities regulatory authority of any state or other jurisdiction of the
United States has approved or disapproved of the New Shares or passed upon the
adequacy or accuracy of this announcement. Any representation to the contrary
is a criminal offence in the United States.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance is not a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements".  These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "forecasts", "projects", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology.  These forward-looking statements
include all matters that are not historical facts.

All forward-looking statements address matters that involve risks and
uncertainties.  Accordingly, there are or will be important factors that
could cause the Company's actual results to differ materially from those
indicated in these statements.  These factors include but are not limited to
those described in the part of the Prospectus entitled "Risk Factors", which
should be read in conjunction with the other cautionary statements that are
included in this announcement.  Any forward-looking statements in this
announcement reflect the Company's current views with respect to future events
and are subject to these and other risks, uncertainties and assumptions
relating to the Company's operations, results of operations and growth
strategy and the liquidity of New Shares. Given these uncertainties,
prospective investors are cautioned not to place any undue reliance on such
forward-looking statements.

These forward-looking statements apply only as of the date of this
announcement.  Subject to any obligations under applicable law or UK
regulatory requirements (including FSMA, the Listing Rules, the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules and the Prospectus
Regulation Rules), the Company undertakes no obligation publicly to update or
review any forward looking statement whether as a result of new information,
future developments or otherwise.

 

 

 

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