THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING TO U.S. PERSONS, AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE "SECURITIES ACT"), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell, issue, purchase or subscribe for, or any solicitation of any offer to sell, issue, purchase or subscribe for, any shares in the Company (as defined below) or securities in any other entity nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto. This announcement does not constitute a recommendation regarding any securities. Investors should not purchase or subscribe for any securities referred to in this announcement except on the basis of information contained in the prospectus published by the company in connection with the company's Open Offer, Placing and Offer for Subscription (the "Prospectus").
Sequoia Economic Infrastructure Income Fund Limited (the "Company")
Result of Open Offer, Placing and Offer for Subscription
26 May 2017
On 3 May 2017, the Company announced it was seeking to raise £125 million through a partially pre-emptive issue of new Ordinary Shares by way of an Open Offer, Placing and Offer for Subscription.
The Board is pleased to announce that the Issue has been very significantly oversubscribed and investor demand for the Issue has exceeded the maximum issue size of £160m.
The Board, after consideration and consultation with the Investment Adviser and Stifel Nicolaus Europe Limited ("Stifel"), the bookrunner, has determined to issue 151,658,768 new Ordinary Shares at the Issue Price of 105.5 pence. Accordingly, the gross proceeds of the Issue will be approximately £160 million.
In determining the number of new Ordinary Shares to be issued, the Board has taken into account the strength of the Investment Adviser's near term investment pipeline, current available cash resources and the Company's stated dividend target.
A total of 151,658,768 new Ordinary Shares will be issued (subject to Admission as defined below) of which 85,639,804 new Ordinary Shares will be issued pursuant to the Open Offer (including the Excess Application Facility) and 66,018,964 new Ordinary Shares will be issued pursuant to the Placing and the Offer for Subscription.
Application has been made for the new Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange's premium segment of the Main Market ("Admission"). It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence on 31 May 2017. Once issued, the new Ordinary Shares will rank pari passu with the existing Ordinary Shares.
Following Admission, the Company will have 747,519,461 Ordinary Shares in issue. Therefore, the total number of voting rights of the Company will be 747,519,461 and 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, or a change to their interest in, the Company.
A scaling back exercise has been undertaken with respect to applications received pursuant to the Placing, Open Offer (in respect of the Excess Application Facility) and Offer for Subscription. In accordance with the Terms and Conditions of the Open Offer, Excess Applications under the Open Offer have been scaled back to a maximum of ten times the relevant Basic Entitlement, if applicable.
Stifel Nicolaus Europe Limited acted as Sponsor and Sole Bookrunner.
Unless otherwise defined, the terms used in this announcement shall have the same meaning as set out in the prospectus of the Company dated 3 May 2017.
For more information, please contact:
Sequoia Investment Management Company Steve Cook Dolf Kohnhorst Randall Sandstrom Greg Taylor |
+44 (0)20 7079 0480 |
Stifel Nicolaus Europe Limited Neil Winward Mark Bloomfield Gaudi Le Roux |
+44 (0)20 7710 7600 |
Praxis Fund Services Limited (Company Secretary) Shona Darling |
+44 (0) 1481 755528 |
IMPORTANT NOTICES
Neither this announcement nor the information contained herein is for release, publication or distribution, directly or indirectly, in or into the United States, South Africa, Canada, Australia, New Zealand or Japan or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The securities referred to herein have not been and will not be registered under the relevant securities laws of any such excluded territory.
This announcement does not contain, constitute or form part of an offer for sale of, resale of, transfer of or delivery of or the solicitation of an offer to purchase directly or indirectly, securities in the United States or to, or for the account or benefit of a U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended ("Securities Act")). The securities referred to herein have not been, and will not, be registered under the Securities Act or any other applicable securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. Person absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, and neither the Investment Manager nor the Investment Adviser will be registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended. Consequently, investors will not be entitled to the benefits and protections of the U.S. Investment Company Act of 1940, as amended or the U.S. Investment Advisers Act of 1940, as amended. The shares of the Company will be offered and sold only to non-US persons outside the United States in reliance on Regulation S under the Securities Act. There will be no offer of the Company's securities in the United States. The distribution of this document may also be restricted by law in other jurisdictions.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in South Africa, Canada, Australia, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan, Australia, New Zealand or South Africa. There will be no offer of the Ordinary shares in the United States, Canada, South Africa, Japan, Australia or New Zealand.
In member states of the European Economic Area (the "EEA"), this announcement is directed only at (a) persons who are "qualified investors" ("Qualified Investors"), within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as amended, including by Directive 2010/73/EU, to the extent such amendments have been implemented in the relevant Member State and including any relevant implementing measure in the relevant Member State); (b) in the United Kingdom, Qualified Investors who are persons who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement must not be acted on or relied on by persons who are not Relevant Persons. 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.
Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no-one else in connection with the equity issue. Stifel will not regard any other person as its client in relation to the issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Neither Stifel nor any of its directors, officers, employees, advisers, affiliates or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiary, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
The Company has been established in Guernsey and has been registered as a registered closed-ended collective investment scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. It is suitable only for professional or experienced investors, or those who have taken appropriate professional advice.
Regulatory requirements which may be deemed necessary for the protection of retail or inexperienced investors, do not apply to listed funds. By investing in the Company you will be deemed to be acknowledging that you are a professional or experienced investor, or have taken appropriate professional advice, and accept the reduced requirements accordingly.
You are wholly responsible for ensuring that all aspects of the Company are acceptable to you. Investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such investment. Unless you fully understand and accept the nature of the Company and the potential risks inherent in it you should not invest in the Company.
Further information in relation to the regulatory treatment of listed funds domiciled in Guernsey may be found on the website of the Guernsey Financial Services Commission at http://www.gfsc.gg/The-Commission/Pages/Home.aspx.
