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 US 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.
25 April 2018
Sequoia Economic Infrastructure Income Fund Limited (the "Company")
Proposed placing of new ordinary shares
Further to the announcement on 17 April 2018 in relation to a proposed placing (the "Placing") of up to 72,800,000 new ordinary shares of no par value in the Company ("New Shares"), the Board announces that the issue price of the New Shares will be 104.0 pence per New Share (the "Placing Price").
The Placing Price represents a premium of approximately 4.2 per cent. to the unaudited ex-income NAV per ordinary share of 99.82 pence (the "Adjusted NAV"). The Adjusted NAV is calculated as the recently announced unaudited NAV as at 29 March 2018, reduced by 1.5 pence per share to account for the dividend of 1.5 pence per share which was declared on 19 April 2018, which will be payable to shareholders on the Company's register on 27 April 2018, and to which the New Shares will not be entitled.
The Placing Price represents a discount of approximately 5.0 per cent. to the closing share price on 24 April 2018 of 109.5 pence. The closing share price on 24 April 2018 is not adjusted for the dividend of 1.5 pence per share to which the New Shares will not be entitled.
The Placing will be NAV accretive for existing shareholders.
Further details of the Placing
Participation in the Placing will only be available to persons in member states of the EEA who are qualified investors as defined in article 2.1(e) of the Prospectus Directive ("Qualified Investors").
Qualified Investors who participate in the Placing will not be entitled to the dividend in respect of the quarter to 31 March 2018. Qualified Investors who are allotted New Shares will be entitled to the dividend in respect of the quarter ended 30 June 2018, should they hold the New Shares on the relevant record date, expected to be declared in July 2018.
The issue of the New Shares will take place after the expiration of the Company's existing Placing Programme and will be undertaken under the Company's existing general authority to dis-apply pre-emption rights as approved by shareholders on 19 July 2017 for up to 72,800,000 New Shares, representing an aggregate amount of less than 10% of the ordinary shares from time to time in issue. A prospectus is not required in respect of the Placing.
Application will be made for the admission of the New Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.
Qualified Investors should communicate their firm interest to their usual sales contact at Stifel. The decision to allot any New Shares to any Qualified Investors shall be at the discretion of the Company and Stifel. The Company reserves the right, after consultation with Stifel and the Investment Adviser, to scale back applications under the Placing at its absolute discretion in such amounts as it considers appropriate.
By choosing to participate in the Placing and by making an oral and legally binding offer to subscribe for New Shares, investors will be deemed to have read and understood this Announcement and any previous or subsequent announcement related to the Placing (including the Appendices), in its entirety and to be making such offer on the terms and subject to the conditions in the 'Proposed Placing of Ordinary Shares' announcement that was released on 17 April 2018, and to be providing the representations, warranties and acknowledgements contained in the Appendix of that announcement.
Further details
The ticker for the Company's ordinary shares is SEQI. The ISIN for the Company's ordinary shares is GG00BV54HY67 and the SEDOL is BV54HY6.
The Company currently has 748,315,757 shares in issue. The Company holds no shares in treasury. 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 Company under the Financial Conduct Authority's ("FCA") Disclosure Guidance and Transparency Rules.
The Company issues new ordinary shares on a quarterly basis to Sequoia Investment Management Company Limited, the Company's Investment Adviser, in relation to management fees payable. Further to the announcement on 19 April 2018, the Company expects to issue 319,310 new ordinary shares to the Investment Adviser in respect of fees earned for the three month period ending 29 March 2018. The Company intends to make an application for these shares to be admitted to trading on 30 April 2018.
Investors should note that the Company's Adjusted NAV for the period ended 29 March 2018 has not been audited. Accordingly, there is the possibility that the Company's audited NAV for the twelve month period ended 31 March 2018 and any figures derived from the Company's audited NAV may differ from the Company's unaudited NAV and any calculations derived from the unaudited NAV contained in this announcement.
LEI: 2138006OW12FQHJ6PX91
For further information please contact:
Sequoia Investment Management Company +44 (0)20 7079 0480
Steve Cook
Dolf Kohnhorst
Randall Sandstrom
Greg Taylor
Stifel Nicolaus Europe Limited +44 (0)20 7710 7600
Neil Winward
Mark Bloomfield
Gaudi Le Roux
Tulchan Communications (Financial PR) +44 (0)20 7353 4200
James Macey White
Martin Pengelley
Elizabeth Snow
Praxis Fund Services Limited (Company Secretary) +44 (0) 1481 755530
Matt Falla
MISCELLANEOUS
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 Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Shares have been subject to a product approval process, which has determined that the New 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 (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the New Shares may decline and investors could lose all or part of their investment; the New Shares offer no guaranteed income and no capital protection; and an investment in the New 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, Stifel will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the New Shares and determining appropriate distribution channels.
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 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. Although the issuer does not intend to register any part of the proposed offering in the United States, any public offering in the United States would be made by means of a prospectus that could be obtained from the issuer and would contain detailed information about the company and management, as well as financial statements. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, and neither International Fund Management (the "Investment Manager") nor Sequoia Investment Management Company (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 New 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 the United States, South Africa, Canada, Australia, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Canada, Japan, Australia, New Zealand or South Africa. There will be no offer of the New 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"), being persons falling 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) (the "Prospectus Directive"); (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"), fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order or are persons to whom it may otherwise be lawfully communicated and (ii) are a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook (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.
No consents from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended have been obtained by the Company. Accordingly no public offering of shares in the Company is being made to investors resident in Jersey, and shares in the Company are being offered only to a limited number of institutional and sophisticated individual investors in Jersey. It must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company.
This announcement is strictly for private use by its intended recipient and may not in any way be passed on to any other person or otherwise be distributed to the public in Sweden. It has not been prepared in accordance with the prospectus requirements provided for in the Swedish Financial Instruments Trading Act (1991:980, as amended) ("SFITA") nor any other Swedish enactment and will not be examined, approved or registered by the Swedish Financial Supervisory Authority pursuant to the SFITA. Accordingly, this announcement may not be made available, nor may the New Shares otherwise be marketed and offered for sale in Sweden other than to investors who are professional investors within the meaning of the Swedish Act on Alternative Investment Fund Managers (2013:561, as amended) and qualified investors within the meaning of the SFITA. Subscriptions will not be accepted from any person other than the person to whom this announcement has been delivered by the International Fund Management Limited (the "AIFM") or its representative. This announcement may not include all information required to be included in a prospectus in connection with an offering to the public.
The AIFM is authorised to market the Company towards professional investors and semi-professional investors in Denmark in accordance with the Danish Consolidated Act no 1074 of 6 July 2016 on Alternative Investment Fund Managers Etc. and the Executive Order no. 798 of 26 June 2014 on authorisation for alternative investment fund managers to market alternative investment funds from third countries in Denmark. Semi-professional investors are defined as investors that i) commit to invest at least EUR 100,000 and ii) state in writing, in a separate document from the contract to be concluded for the commitment to invest, that they are aware of the risks associated with the envisaged commitment.
With regards to investors domiciled in Switzerland, the interests of the Company are only available for purchase in case these investors are qualified investors according to art. 10 para. 3 letter a and b ("Cat. I Qualified Investors") of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 ("CISA"). No interests in the fund may be acquired by Swiss domiciled investors other than Cat. I Qualified Investors. The Company has not been authorized by the Swiss Financial Market Supervisory Authority ("FINMA") for distribution to non-qualified investors within the meaning of the CISA.
The interests in the Company must not be distributed in Switzerland within the meaning of art. 3 CISA and this announcement, any prospectuses, fund documents, presentations and marketing materials etc. in relation to the Company, may be made available in Switzerland exclusively to Cat. I Qualified Investors.
This Announcement does not constitute a prospectus within the meaning of Articles 652a or 1156 of the Swiss Code of Obligations or a listing prospectus according to Article 27 et seq. of the Listing Rules of SIX Swiss Exchange.
The New Shares will not be offered, sold, placed or underwritten in Ireland: (a) except in circumstances which do not require the publication of a prospectus pursuant to the Prospectus Directive as implemented in Ireland including pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of 2005), as amended and any rules issued by the Central Bank of Ireland pursuant thereto; (b) otherwise than in compliance with the provisions of the Irish Companies Act 2014; (c) otherwise than in compliance with the provisions of Regulation (EU) No 600/2014 of the European Parliament and the Council, the European Communities (Markets in Financial Instruments) Regulations 2017 (S.I. No. 375 of 2017) (as amended) and Stifel and any introducer appointed by the Company will conduct themselves in accordance with any codes or rules of conduct and any conditions or requirements, or any other enactment, imposed or approved by the Central Bank of Ireland with respect to anything done by them in relation to the Company; (d) otherwise than in compliance with the provisions of Regulation (EU) No 596/2014 of the European Parliament and of the Council, the Irish European Union (Market Abuse) Regulations 2016 and any rules issued by the Central Bank of Ireland pursuant thereto; and (e) except to professional investors as defined in Directive 2011/61/EU ("AIFMD") and otherwise in accordance with AIFMD, Commission Delegated Regulation 231/2013, the Irish European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. no 257 of 2013), as amended, and any rules issued by the Central Bank of Ireland pursuant thereto.
Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the potential equity issue. Stifel will not regard any other person as its client in relation to the potential 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 potential 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 is incorporated 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.
