TIDM3IN
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CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,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 GBP100 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 GBP28 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
Kathryn van der Kroft Tel: +44 20 7975 3021
Media enquiries Email: 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
(the "Key Information Document").
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END
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