TIDMPINT
RNS Number : 3687P
Pantheon Infrastructure PLC
20 June 2022
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.
PANTHEON INFRASTRUCTURE PLC
Subscription Share Exercise Opportunity
20 June 2022
Pantheon Infrastructure PLC ("PINT" or the "Company"), the
listed global infrastructure fund, reminds holders of Subscription
Shares of the timetable for their exercise into new Ordinary
Shares. The Subscription Price per Ordinary Share payable on the
exercise of the Subscription Rights is 101 pence. The Final
Subscription Date is 31 August 2022.
Subscription Date The latest date for Proposed admission
receipt of the Subscription date of new Ordinary
Notice Shares (all at 8.00
a.m.)*
30 June 2022 1.00 p.m. on 30 June 13 July 2022
2022
----------------------------- ----------------------
29 July 2022 1.00 p.m. on 29 July 11 August 2022
2022
----------------------------- ----------------------
31 August 2022 1.00 p.m. on 31 August 9 September 2022
2022
----------------------------- ----------------------
*Any change to the proposed admission dates will be notified by
the Company via a Regulatory Information Service.
Further details on the Subscription Shares and the process for
subscription can be found in the Company's prospectus dated 13
October 2021 (the "Prospectus"), available on the Company's website
(www.pantheoninfrastructure.com).
Each holder of Subscription Shares with a registered address in
the UK (a "UK Subscription Shareholder") will be deemed, by
exercising his/her/its Subscription Rights, to have represented,
warranted, agreed and acknowledged as follows:
1. Unless he/she/it is a Permitted US Person, he/she/it is not a
US Person, is not located within the United States and the Ordinary
Shares arising upon exercise of the Subscription Rights will not be
held for the account or benefit of a US Person.
2. Unless he/she/it is a Permitted US Person, he/she/it is
accepting and/or acquiring the Ordinary Shares arising upon
exercise of the Subscription Rights in an offshore transaction
meeting the requirements of Regulation S.
3. He/she/it is not accepting and/or acquiring the Ordinary
Shares issued upon exercise of the Subscription Rights with a view
to the offer, sale, resale, transfer, delivery or distribution,
directly or indirectly, of such Ordinary Shares arising upon
exercise of the Subscription Rights into or within the United
States.
4. He/she/it is aware that the Subscription Shares, the
Subscription Rights and the Ordinary Shares arising upon exercise
of the Subscription Rights have not been and will not be registered
under the Securities Act and may not be offered or sold in the
United States or to, or for the account or benefit of, US Persons,
absent registration or an exemption from registration under the US
Securities Act.
5. He/she/it is aware that the Company has not been registered
under the US Investment Company Act and that the Company has put in
place restrictions for transactions in the Shares, to ensure that
the Company is not and will not be required to register under the
US Investment Company Act.
6. Except as otherwise expressly agreed with the Company, no
portion of the assets used by such investor to purchase, and no
portion of the assets used by such investor to hold, the
Subscription Shares and the Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of (i)
an "employee benefit plan" as defined in Section 3(3) of US
Employee Retirement Income Security Act of 1976, as amended
("ERISA") (whether or not subject to the provisions of Title I of
ERISA, but excluding plans maintained outside the US that are
described in Section 4(b)(4) of ERISA); (ii) a plan, individual
retirement account or other arrangement that is described in
Section 4975 of the US Internal Revenue Code of 1986, as amended
(the "US Tax Code"), whether or not such plan, account or
arrangement is subject to Section 4975 of the US Tax Code; (iii) an
insurance company using general account assets, if such general
account assets are deemed to include assets of any of the foregoing
types of plans, accounts or arrangements for purposes of Title I of
ERISA or Section 4975 of the US Tax Code; or (iv) an entity which
is deemed to hold the assets of any of the foregoing types of
plans, accounts or arrangements that is subject to Title I of ERISA
or Section 4975 of the US Tax Code.
7. If in the future he/she/it decides to offer, sell, transfer,
assign or otherwise dispose of the Subscription Shares or the
Ordinary Shares, he/she/it will do so only under circumstances
which will not require the Company to register under the US
Investment Company Act and, in particular, he/she/it will offer,
sell, transfer, assign or otherwise dispose of such Subscription
Shares or Ordinary Shares only in an offshore transaction to a
person not known to be a US Person or to the Company or an
affiliate of the Company.
8. He/she/it is not accepting and/or acquiring any Subscription
Shares, Subscription Rights or Ordinary Shares arising upon
exercise of the Subscription Rights from within any Restricted
Territory and his/her/its acceptance of such Subscription Shares,
Subscription Rights and Ordinary Shares will not result in the
contravention of any applicable legal requirement in any
jurisdiction.
For the purposes of the representations, warranties, agreements
and acknowledgements above:
"Permitted US Person" means a person that has provided a US
Investor Letter to the Company and has represented and warranted to
the Company (to the satisfaction of the Company at its sole
discretion) that it is both a QIB and a Qualified Purchaser and has
undertaken to comply with certain transfer restrictions in relation
to the Subscription Shares and Ordinary Shares as required by the
Company;
"QIB" means a qualified institutional buyer, as defined under
Rule 144A under the US Securities Act;
"Qualified Purchaser" means a qualified purchaser, as defined in
section 2(a)(51) of the US Investment Company Act;
"Regulation S" means Regulation S, as promulgated under the US
Securities Act;
"Restricted Territory" means each of Australia, Canada, Japan,
New Zealand, the Republic of South Africa, the United States and
any EEA Member State (with the exception of the Republic of Ireland
and the Netherlands from such time as the Company is registered for
national private placement therein) and any jurisdiction in which
the issue of Subscription Shares might result in the contravention
of any regulation or other legal requirement of such
jurisdiction;
"US Investor Letter" means a letter to be executed by any
participant in the Initial Issue or the Share Issuance Programme
who is a US Person; and
"US Person" has the meaning given in Rule 902 of Regulation S
under the US Securities Act.
Any UK Subscription Shareholder who wishes to exercise
his/her/its Subscription Rights but is unable or unwilling to give
the representations, warranties, agreements and acknowledgements
above (including, for the avoidance of doubt, any UK Subscription
Shareholder who is a US Person or is acting on behalf of a US
Person) should not exercise his/her/its Subscription Rights and
should contact the Company Secretary at
pintcosec@linkgroup.co.uk.
The following holders of Subscription Shares are required to
complete and return to the Company Secretary a separate
Supplementary Subscription Notice containing the representations
and warranties above in order to exercise their Subscription
Rights:
(a) any UK Subscription Shareholder who is holding Subscription
Shares on behalf of a person who is not a UK Subscription
Shareholder; and
(b) any holder of Subscription Shares who is not a UK
Subscription Shareholder.
Copies of the Supplementary Subscription Notice are available
for download from the Company's website.
Any purported exercise of Subscription Rights that does not
comply with the requirements set out above will be rejected by the
Company.
Shareholder queries should be directed to Link Group on 0371 664
0321. Calls are charged at the standard geographic rate and will
vary by provider. Calls outside the United Kingdom will be charged
at the applicable international rate. Lines are open between 9.00
a.m. to 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Capitalised terms used in this announcement and not otherwise
defined herein shall have the same meaning attributed to them in
the Prospectus.
LEI 213800CKJXQX64XMRK69
For further information, contact:
Pantheon Ventures (UK) LLP +44 (0) 20 3356 1800
Investment Manager pint@pantheon.com
Richard Sem, Partner
Ashley Wassall, Head of Client Communications Ashley.Wassall@pantheon.com
Investec Bank plc
Corporate Broker
Tom Skinner (Corporate Broking)
Lucy Lewis (Corporate Finance) +44 (0) 20 7597 4000
TB Cardew +44 (0) 20 7930 0777
Public relations advisor pint@tbcardew.com
Ed Orlebar +44 (0)7738 724 630
Tania Wild +44 (0)7425 536 903
Max Gibson +44 (0)7435 791 368
Notes to editors
PINT
PINT is a closed-ended investment company and an approved UK
Investment Trust, listed on the Premium Segment of the London Stock
Exchange's Main Market. The independent Board of Directors of PINT
have appointed Pantheon, one of the leading private markets
investment managers globally, as investment manager. PINT aims to
provide exposure to a global, diversified portfolio of high-quality
infrastructure assets through building a portfolio of direct
co-investments in infrastructure assets with strong defensive
characteristics, typically benefitting from contracted cash flows,
inflation protection and conservative leverage profiles.
Pantheon
Pantheon is a leading global private equity, infrastructure
& real assets, private debt and real estate investor with 40
years' experience sourcing and executing private market investment
opportunities on behalf of clients. Pantheon has $81.2 billion in
assets under management and advice (as at 30 September 2021) and
employs approximately 400 staff, including more than 115 investment
professionals across offices in London, San Francisco, New York,
Chicago, Hong Kong, Seoul, Bogotá, Tokyo, Dublin and Berlin.
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.
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 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.
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END
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