IIP Infrastructure India Plc

3 June 2024

Infrastructure India plc

("IIP" or the "Company" or, together with its subsidiaries, the "Group")

Notice of AGM and AIM Cancellation

Infrastructure India plc, an AIM quoted infrastructure fund investing directly into assets in India, announces a notice of annual general meeting ("AGM") and a proposal to cancel the admission of the Company's ordinary shares to trading on AIM in accordance with Rule 41 of the AIM Rules for Companies ("Cancellation").

A circular, including a notice of AGM ("Notice of AGM") and the associated form of proxy (the "Circular"), is being posted to shareholders today to convene the necessary general meeting of the Company at 10.00 a.m. (BST) on 26 June 2024 at which, inter alia, a resolution will be put to shareholders to approve the Cancellation. The Notice of AGM and the associated form of proxy will be made available on the Company's website at: www.iiplc.com.

Subject to shareholder approval, the Cancellation is expected to become effective at 7.00 a.m. on 4 July 2024. As detailed further below, the Company will make arrangements through its administrator, FIM Capital Limited, to assist shareholders to transact in IIP's ordinary shares following the Cancellation, which is expected to remain in place for at least six months; however, it does not intend to put in place a formal matched bargain facility.

An extract from the Circular, including the full text of the Chairman's letter, along with an expected timetable of principal events related to the Cancellation and certain other information, is set out below. Unless otherwise defined, capitalised terms used throughout this announcement shall have the definitions set out at the end of this announcement.

Enquiries:

LETTER FROM CHAIRMAN OF INFRASTRUCTURE INDIA PLC

3 June 2024

Dear Shareholder,

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Duration of the Company

and

Notice of Annual General Meeting

 INTRODUCTION

The Company announced on 27 March 2024 when issuing its interim results to 30 September 2023 that an orderly winding up of the Group was to be proposed at the AGM, together with a proposal to cancel the admission of the Ordinary Shares to trading on AIM.

At the AGM, notice of which is set out on page 18 of this Document, the Duration Resolution will be put to shareholders which, if passed, will allow the Directors to formulate proposals to be put to the members of the Company for the proposed orderly winding up of the Group. 

Furthermore, the Directors have concluded that it is in the best interests of the Company and its Shareholders to cancel the admission of the Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Cancellation is conditional on the approval of not less than 75 per cent. of those votes cast by Shareholders (whether present in person, by corporate representative or by proxy) at the AGM.

It should be noted that GGIC IIP Holdings Limited and its affiliates, as beneficial owners of approximately 75.4 per cent. of the Company's voting share capital, is entitled to vote on the Cancellation resolution.

The purpose of the Circular is to provide notice of the AGM, seeking Shareholders' approval for the orderly winding up of the Group and Cancellation, to provide information on the background to and reasons for the proposals (including Cancellation), to explain the consequences of the Cancellation and provide reasons why the Directors unanimously consider the Cancellation to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the AGM is set out in Part III of this document.

BACKGROUND TO AND REASONS FOR THE CANCELLATION

The Company's assets, other than India Hydropower Development Company ("IHDC"), have been held for sale in the Company Accounts for the past two years. The Company is progressing its strategy for the disposal of the remaining portfolio of assets, as more fully described below, and are proposing an orderly winding up of the Company. 

In light of this, the Directors have conducted a review of the benefits and drawbacks to the Company and its Shareholders of remaining admitted to trading on AIM and believe that the Cancellation is in the best interests of the Company and the Shareholders as a whole. In reaching this conclusion the Directors have considered the following key factors:

·      the proposed investment objective of the Company is to realise its remaining investments in an orderly fashion. The Board is committed to this objective and will continue to implement this process should the Cancellation become effective; 

·      conducting transactions without the burden of disclosure will improve the Company's negotiating position;

·      the considerable costs and legal and regulatory requirements associated with maintaining the admission of the Ordinary Shares to trading on AIM are, in the Director's opinion, now disproportionate to the benefits to the Company and are not conducive to maximising distributions to Shareholders;

·      the Company needs to ensure that its existing cash reserves will last as long as possible given the current uncertainty to the exit plans for its three remaining investments and reducing the operating costs by implementing the Cancellation will extend the time over which the current cash reserves can be expected to last and preserving cash should enable the best possible exit prices to be negotiated for the remaining investments as it will avoid the situation where potential purchasers reduce their offer prices in the anticipation that the Company has insufficient cash to allow it time to seek other purchase offers;

·      the continued quotation on AIM is unlikely to provide the Company with significantly wider access to capital; and

·      the Directors believe that the low levels of turnover in the Ordinary Shares on the AIM market indicate that few Shareholders have wanted to trade their Ordinary Shares whilst they await the results of announced sales of the Company's investments.

A summary of the Company's remaining investments and their disposal plans is set out further below.

THE COMPANY'S REMAINING INVESTMENTS AND THEIR DISPOSAL PLANS

Distribution Logistics Infrastructure Private Limited

DLI is a supply chain transportation and container infrastructure company headquartered in Bangalore and Gurgaon with a material presence in central, northern and southern India. DLI provides a broad range of logistics services including rail freight, trucking, handling, customs clearing and bonded warehousing with terminals located in the strategic locations of Nagpur, Bangalore, Palwal (in the National Capital Region) and Chennai.

The Group has received preliminary terms for the sale of DLI from a third party. The last published valuation of DLI was £78.9 million as at 30 September 2023.

India Hydropower Development Company

IHDC develops, owns and operates small hydropower projects, and is 50% owned by the Group. The IHDC portfolio has installed capacity of approximately 74 MW across seven projects - Bhandardara Power House I, Bhandardara Power House II, Darna in Maharashtra; Birsinghpur in Madhya Pradesh; and Sechi, Panwi and Raura in Himachal Pradesh. IHDC has an additional 13 MW of capacity under development and construction.

The last published valuation for the Group's interest in IHDC was £17.4 million as at 30 September 2023. Following the proposed Cancellation, the Company intends to commence a sale process.

Indian Energy (Mauritius) Limited

IEL is an independent power producer that owns and operates wind farms at two sites in the states of Karnataka and Tamil Nadu, with 41.3 MW of installed capacity.

In April 2023 the Group entered into a conditional agreement ("SPA") for the sale of IEL to FA Power Renewables Private Limited ("FA Power"). The total cash consideration for IEL was approximately $4.4 million. On 27 May 2024, IIP terminated the SPA due to breach of contract by FA Power, who had failed to pay the full consideration for IEL.

IEL is currently in discussion with other potential buyers. The last published valuation for IEL was $4.3 million as at 30 September 2023.

DEBT FACILITIES

The Company had net liabilities of £217.4 million as at 30 September 2023.

The Company has certain secured and unsecured debt facilities, comprising the term loan provided by IIP Bridge Facility LLC (the "Term Loan"), the working capital loan provided by GGIC, Ltd. (the "Working Capital Loan") and the bridging loan provided by Cedar Valley Financial (the "Bridging Loan" and, together with the Term Loan and the Working Capital Loan, the "Debt Facilities").

On 7 May 2024, IIP notified the extension of the maturity date for the Debt Facilities to 15 July 2024.

The Term Loan is a US$121.5 million principal secured facility provided to IIP's wholly owned Mauritian subsidiary, Infrastructure India Holdco, originally announced in April 2019. The loan carries an interest rate of 15% per annum, calculated in a manner that yields a 15% IRR for the lender and is secured on all assets of Infrastructure India Holdco, including 100% of the issued share capital of Distribution Logistics Infrastructure India, DLI's parent company. The amount of interest accrued as at 7 May 2024 was approximately US$100 million.

The unsecured Working Capital loan was originally provided to the Group in April 2013 by GGIC, Ltd. in an amount of US$17 million and increased to US$21.5 million in September 2017. The Working Capital Loan carried an interest rate of 7.5% per annum on its principal amount. The Group and GGIC, Ltd. agreed to increase its interest rate to 15% per annum from 1 April 2019. The amount of interest accrued as at 7 May 2024 was approximately US$32 million.

The unsecured Bridging Loan was originally provided to the Group in June 2017 by Cedar Valley Financial and was subsequently increased in multiple tranches to US$64.1 million in March 2019.  The Bridging Loan carried an interest rate of 12.0% per annum on its principal amount. The Group and Cedar Valley Financial previously agreed to increase its interest rate to 15% per annum from 1 April 2019. The amount of interest accrued as at 7 May 2024 was approximately US$66 million.

PROCESS FOR THE CANCELLATION

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares if the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of Cancellation. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution.

Additionally, under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders in general meeting, being in this instance the AGM. Accordingly, the Notice of AGM set out at the end of this document contains, inter alia, a resolution of the Shareholders to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify Shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear Business Days prior to such date. In accordance with AIM Rule 41, the Company's intention, subject to the Resolutions being passed at the General Meeting, is to seek the cancellation the admission of the Company's Ordinary Shares to trading on AIM with effect from 7.00 a.m. on 4 July 2024.

Accordingly, if the Cancellation Resolution is passed, the last day of dealings in Ordinary Shares on AIM is expected to be 3 July 2024 and the Cancellation would take effect at 7.00 a.m. on 4 July 2024. If the Cancellation becomes effective, Strand Hanson Limited will cease to be the Nominated Adviser of the Company and the Company will no longer be required to comply with the AIM Rules.

If the Cancellation Resolution is not approved at the General Meeting and Cancellation does not become effective, the admission of the Ordinary Shares to trading on AIM will be maintained and the Company's investment objective will be to continue with the orderly disposal of its remaining investments as an AIM-quoted company. However, the Company will then be unable to make the reductions in operating costs that would have come as the result of the Cancellation.

PRINCIPAL EXPECTED EFFECTS OF THE CANCELLATION 

The principal expected effects of the Cancellation include the following:

·      there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares and no other recognised market is intended to be put in place to facilitate the trading of Ordinary Shares;

·      the Company will no longer have an independent Nominated Adviser or a broker after the Cancellation;

·      whilst the Ordinary Shares will still be freely transferable and held within the CREST settlement system, it is likely that their liquidity and marketability will be significantly reduced and the current secondary market value of them may be adversely affected as a consequence;

·      in the absence of a formal market and quote, it will be more difficult for Shareholders to determine the market value of their investment in the Company at any given time. There is no guarantee that Shareholders will be able to realise their investment in the Company following the Cancellation;

·      the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply to the Company;

·      Shareholders will lose certain protections to minority shareholders under the AIM Rules, such as corporate governance standards and scrutiny of transactions with related parties, potentially allowing larger shareholders to exercise more influence and control;

·      the Company may no longer be required to seek Shareholder approval, where applicable, for reverse takeovers and fundamental changes in the Company's business;

·      the Company will not be required to announce material developments as required by the AIM Rules, such as interim results, final results, substantial transactions, related party transactions, and the information maintained on the Company's website under AIM Rule 26. However, the Company will continue to maintain its website (https://www.iiplc.com) and the Directors intend to make all significant information available on it and to continue to publish audited annual and unaudited interim accounts of the Company;

·      the Company will no longer be subject to UK MAR regulating inside information and other matters;

·      the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules, although the Articles do retain certain similar requirements;

·      whilst the Company's CREST facility will remain in place immediately post the Cancellation, the Company's CREST facility may be cancelled in the future and, although the Ordinary Shares will remain transferable, they may cease to be transferable through CREST; and

·      the Cancellation may have personal taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent tax adviser.

Following Cancellation, the Company will remain registered with the Companies Registry in the Isle of Man, in accordance with and subject to the Isle of Man Companies Act 2006 (the "Law"), and there will be no change to the rights of Shareholders required by the Law and pursuant to the Articles as a result of Cancellation.

It is noted, however, that the majority of the Company's Directors  will be resident outside of the UK, Channel Islands or Isle of Man and the Company will have no business operations based in the UK, Channel Islands or Isle of Man. Consequently, following the Cancellation and on the basis of no further changes to the Board, the Takeover Code will no longer apply to the Company after the Cancellation.

However, in the event that, subsequent to the Cancellation further Board changes result in the Company's place of central management and control being in the UK, Channel Islands or Isle of Man, the Company may once again become subject to the Code. Further Information on the Code is set out in Part II at the end of this letter.

The Company will continue to be bound by the Articles (which require shareholder approval for certain matters) following the Cancellation. 

The above considerations are not exhaustive, and all Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation and of any possible tax effects on them.

TRANSACTIONS IN THE ORDINARY SHARES PRIOR TO AND FOLLOWING THE PROPOSED CANCELLATION

Shareholders should note that they are able to trade in the Ordinary Shares on AIM prior to the Cancellation. If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective.

The Board is aware that the proposed Cancellation, should it be approved by Shareholders at the AGM, would make it more difficult to buy and sell Ordinary Shares in the Company following the Cancellation. Therefore, the Company will make arrangements with FIM Capital to assist Shareholders to transact in the Ordinary Shares, to be put in place following the Cancellation.

Shareholders wishing to acquire or dispose of Ordinary Shares will be able to notify FIM Capital, who will maintain a register of potential buyers and sellers. In the event that there are potential buyers and sellers, FIM Capital will contact both parties who can then effect the bargain, through their respective intermediaries or brokers as appropriate.

Neither the Company nor FIM Capital will act as an intermediary in such share transfers, nor will they be able to give any indication of pricing considerations.  Shareholders should note that there can be no guarantee that orders for the disposal or acquisition of Ordinary Shares will be capable of being effected through this introduction service.

Should the Cancellation become effective and the Company puts in place the arrangements with FIM Capital, details will be made available to Shareholders on the Company's website.

Certain Shareholders may be unable or unwilling to hold Ordinary Shares following the Cancellation and they should consider selling their Ordinary Shares on AIM prior to the Cancellation becoming effective. The Board is however making no recommendation as to whether or not Shareholders should buy or sell Ordinary Shares. 

ANNUAL GENERAL MEETING

The Annual General Meeting will be held at the Company's registered office at 55 Athol Street, Douglas, Isle of Man, IM1 1LA on 26 June 2024 at 10.00 a.m. The resolutions to be proposed at the AGM shall include:

Resolution 8 (the Duration Resolution) - to approve the cessation of the Company as constituted, which is included in accordance with article 154.1 of the Articles of Association of the Company:

"The Directors shall, at the annual general meeting of the Company held following the fifth anniversary of Admission, propose a resolution that the Company shall cease to continue as constituted. If such resolution is not passed, the Directors shall propose a similar resolution at every fifth annual general meeting of the Company thereafter until such resolution is passed. If such resolution is passed, the Directors will be required to formulate proposals to be put to the members of the Company to reorganise, reconstruct or wind up the Company within a maximum period of 2 years."

-       To not continue the Company as constituted, please vote YES to this resolution, in accordance with the Directors' recommendation.

-       To continue the Company as constituted, please vote NO to this resolution.

Resolution 9 (the Cancellation Resolution) - to approve the Cancellation. This resolution is subject to the passing of the Duration Resolution.

The Cancellation Resolution is conditional on the passing of the Duration Resolution, which proposes not to continue the Company as constituted.

ACTION TO BE TAKEN

Whether or not you intend to attend the AGM in person, please complete, sign and return the accompanying Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA  no later than 10.00 a.m. on 24 June 2024, being 48 hours before the time appointed for the holding of the AGM. Completion and posting of the Form of Proxy will not prevent you from attending and voting in person at the AGM if you wish to do so. The appointment of a proxy will not preclude Shareholders from attending and voting at the AGM in person should they so wish.

RECOMMENDATION

For the reasons set forth in this letter, all of the Directors consider that the Resolutions to be put to the meeting are in the best interests of the Company and its Shareholders as a whole and therefore unanimously recommend that you vote in favour of the all the Resolutions to be proposed at the AGM, as the Directors intend to do in respect of their own aggregate beneficial interests of 1,500,000 Ordinary Shares, representing approximately 0.22 per cent. of the Company's issued share capital as of the date of this Circular.

Yours faithfully,

Tom Tribone, Chairman

THE TAKEOVER CODE

The Code applies to all offers for companies which have their registered office in the UK, the Channel Islands or the Isle of Man if any of their equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man.

The Code also applies to all offers for companies (both public and private) which have their registered office in the UK, the Channel Islands or the Isle of Man which are considered by the Panel to have their place of central management and control in the UK, the Channel Islands or the Isle of Man.

If the Cancellation is approved by Shareholders at the General Meeting and becomes effective, the Company's securities will no longer be admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man. In these circumstances, the Code will only apply to the Company if it is considered by the Panel to have its place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man. This is known as the "residency test". In determining whether the residency test is satisfied, the Panel has regard primarily to whether a majority of a company's directors are resident in these jurisdictions.

The Takeover Panel has confirmed to the Company that, on the basis of the current residency of the Directors, the Company will not have its place of central management and control in the United Kingdom, the Channel Islands or the Ise of Man following the Cancellation. As a result, if the Cancellation is approved by Shareholders at the AGM and becomes effective, the Code will then cease to apply to the Company and Shareholders will no longer be afforded the protections provided by the Code, including the requirement for a mandatory cash offer to be made if either:

(i)            a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30% or more; or

(ii)           a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

However, in the event that, subsequent to the Cancellation further Board changes result in the Company's place of central management and control being in the UK, Channel Islands or Isle of Man, the Company may once again become subject to the Code. In such circumstances, if the amendments to the Takeover Code proposed in consultation paper PCP 23.4.1 (published by the Panel on 24 April 2024) are adopted, then the Takeover Code would cease to apply to the Company after a period of 3 years following the implementation of these amendments.

Brief details of the Panel, and of the protections afforded by the Code (which will cease to apply following the Cancellation), are set out below.

The Code

The Code is issued and administered by the Panel. The Code currently applies to the Company and, accordingly, its Shareholders are entitled to the protections afforded by the Code.

The Code and the Panel operate principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.

The General Principles and Rules of the Code

The Code is based upon a number of General Principles which are essentially statements of standards of commercial behaviour. The General Principles apply to takeovers and all other matters with which the Code is concerned. They are applied by the Panel in accordance with their spirit to achieve their underlying purpose.

In addition to the General Principles, the Code contains a series of Rules. Some of the Rules provide more detail on how the General Principles will be applied by the Panel and others govern specific aspects of takeover procedure. Like the General Principles, the Rules are to be interpreted to achieve their underlying purpose. Therefore, their spirit must be observed as well as their letter. The Panel may derogate or grant a waiver to a person from the application of a Rule in certain circumstances.

Giving up the protection of the Code

A summary of key points regarding the application of the Code to takeovers generally is set out in Appendix A below. You are encouraged to read this information carefully as it outlines certain important protections which will no longer apply to the Company following the Cancellation.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event                                                                                                                                      Time and/or date⁽¹⁾⁽²⁾

Announcement of the proposed Cancellation                                                               3 June 2024

Publication and posting of this Document                                                                       3 June 2024

Latest time for receipt of proxy appointments in respect of the AGM                      10.00 a.m. on 24 June 2024

Annual General Meeting                                                                                                    10.00 a.m. on 26 June 2024

Last day of dealings in Ordinary Shares on AIM                                                             3 July 2024

Cancellation becomes effective                                                                                        7.00 a.m. on 4 July 2024

Notes:

(1) All of the times referred to in this Document refer to London time, unless otherwise stated.

(2) Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

DEFINITIONS

The following words and expressions shall have the following meanings in this document unless the context otherwise requires:

 A reference to "£" or "GBP" is to pounds sterling, being the lawful currency of the UK.

 A reference to "$" or "USD" is to US dollars, being the lawful currency of the US.