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.
The information contained in this announcement may constitute inside information for the purpose of the Market Abuse Regulation (EU) no. 596/2014.
12 September 2019
Sequoia Economic Infrastructure Income Fund Limited (the "Company")
Early Release of Placing Price
Further to the announcement on 2 September 2019 in relation to a proposed placing (the "Placing") of up to 125,000,000 new ordinary shares of no par value in the Company ("New Shares"), the Board of Directors of the Company announces that the issue price of the New Shares will be 111.00 pence per New Share (the "Placing Price"). At the Placing Price, assuming that 125,000,000 New Shares are issued, the gross proceeds of the Placing will be £138,750,000.
The Placing Price represents a discount of approximately 5.0 per cent. to the closing share price on 30 August 2019 of 116.80 pence, the last business day prior to the initial announcement of the Placing.
As announced earlier today, the Company's unaudited cum-income NAV per ordinary share as at 30 August 2019 was 104.62 pence (the "NAV"). The Placing Price represents a premium of approximately 6.1 per cent. to the NAV. The Placing will be NAV accretive for existing shareholders.
The expected closing date of the Placing remains 1:00pm on 19 September 2019.
Expected Timetable
|
Expected time and date |
Expected closing of the Placing |
1:00 p.m. on 19 September 2019 |
Announcement of results of the Placing |
7:00 a.m. on 20 September 2019 |
Admission of the New Shares to the Official List and commencement of dealings on the London Stock Exchange |
8:00 a.m. on 24 September 2019 |
CREST accounts credited in respect of New Shares to be held in uncertificated form |
8:00 a.m. on 24 September 2019 |
Dispatch of definitive share certificates in respect of New Shares (where applicable) |
Approximately 14 days following (where applicable) the admission of the New Shares |
All references to times in this Announcement are to London times unless otherwise stated.
The dates and times specified above are subject to change. In particular, the Directors may (with the prior approval of Stifel) bring forward or postpone the closing time and date for the Placing. In the event that a date or time is changed, the Company will notify persons who have applied for New Shares of changes to the timetable either by electronic mail or by the publication of a notice through a Regulatory Information Service.
Further details of the Placing
The issue of the 125,000,000 New Shares will be undertaken under the Company's existing general authority to dis-apply pre-emption rights as approved by shareholders on 5 August 2019 (the "AGM"), representing an aggregate amount of less than 10% of the ordinary shares in issue (as at the AGM). A prospectus is not required in respect of the Placing and any prior prospectus of the Company has expired.
Application will be made for the admission of the New Shares to the premium segment of the Official List of the FCA and to trading on the London Stock Exchange's main market for listed securities.
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 (e) of the Prospectus Regulation ("Qualified Investors").
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 their absolute discretion in such amounts as they consider 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 relating to the Placing (including the Appendices), in its entirety and to be making such offer on the terms and subject to the conditions set out in the 'Proposed Placing of New Ordinary Shares' announcement that was released on 2 September 2019, and to be providing the representations, warranties and acknowledgements contained in the Appendix of that announcement.
The Placing is not being underwritten.
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 1,261,353,491 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 FCA's Disclosure Guidance and Transparency Rules.
Investors should note that the NAV for the period ended 30 August 2019 has not been audited.
The information contained in this announcement may constitute inside information. The person responsible for the release of this announcement on behalf of the Company is Praxis Fund Services Limited.
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 and distributors 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, the Republic of 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 Limited (the "Investment Manager") nor Sequoia Investment Management Company Limited (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, and should not be construed as, 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 or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.
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, the Republic of 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.
Denmark
The Company is an alternative investment fund and the Investment Manager is an AIFM for purposes of the AIFMD. The Company has been approved for marketing in Denmark by the Danish Financial Supervisory Authority pursuant to Section 130 of the Danish AIFM Act so that the Company may be marketed to professional investors within the meaning of the Danish AIFM Act only. The Announcement must not be distributed to, or relied upon by, investors in Denmark in any other circumstances. Furthermore, this Announcement does not constitute a prospectus under any Danish laws or regulations and has not been filed with or approved by the Danish Financial Supervisory Authority as the Prospectus has not been prepared in the context of a public offering of securities in Denmark within the meaning of the Danish Securities Trading Act or any Executive Orders issued in connection thereto. In accordance with the exemption from the prospectus requirements, the Announcement will only be directed to qualified investors as defined in Section 2 of the Danish Executive Order no. 1104/2014.
European Economic Area
In relation to each Relevant Member State, with effect from and including the Relevant Implementation Date, an offer of New Shares described in this Announcement may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Regulation, unless, with effect from and including the Relevant Implementation Date: (i) the offer is exclusively intended for Qualified Investors; (ii) the offer is made to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the Prospectus Regulation, 150 natural or legal persons (other than Qualified Investors); or (iii) the offer takes place under other circumstances in which the publication of a prospectus is not required under Article 3 of the Prospectus Regulation, to the extent that this exemption has been implemented in the Relevant Member State. Each purchaser of New Shares described in this Announcement located within a Relevant Member State (other than the United Kingdom) will be deemed to have represented, acknowledged and agreed that it is a Qualified Investor. For the purposes of this provision, the expression an "offer to the public" in relation to any offer of New Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Regulation in that Relevant Member State. This Announcement may not be used for, or in connection with, and does not constitute, any offer of New Shares or an invitation to purchase or subscribe for New Shares in any Relevant Member State or jurisdiction in which such an offer or invitation would be unlawful.
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 Article 3(2) of the Prospectus Regulation 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 the European Communities (Markets in Financial Instruments) Regulations 2007 (S.I. No. 60 of 2007) (as amended), and the bookrunner 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 the Irish Market Abuse (Directive 2003/6/EC) Regulations 2005 and any rules issued by the Central Bank of Ireland pursuant thereto; and (e) except to professional investors as defined in 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.
This Announcement may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey (i) by persons licensed to do so by the Commission under the POI Law or (ii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Businesses and Company Directors etc. (Bailiwick of Guernsey) Law 2000.
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 New Shares is being made to investors resident in Jersey, and New Shares 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.
No offer of New Shares to the public will be made in Luxembourg pursuant to this Announcement, except that an offer of New Shares in Luxembourg may be made at any time: (a)to any person or legal entity which is a professional client within the meaning of Annex II of MiFID; or (b) in any circumstances which do not fall under specific offer limitations under the AIFM Law and at the same time do not constitute an Offer of Shares to the public requiring the publication by the Company of a prospectus pursuant to Article 5 of the Prospectus Law; provided that in both cases (a) and (b) above the AIFM fulfils the requirements set out in the AIFM Law (in particular the notification obligation set out in Article 45 of the AIFM Law (Article 42 of the AIFMD) and the potentially applicable ongoing requirements). For the purposes of this provision, the expression "Offer of Shares to the public" in relation to any New Shares in Luxembourg means the communication to persons in any form and by any means presenting sufficient information on the terms of the offer and the New Shares to be offered so as to enable an investor to decide to purchase or subscribe the New Shares, the expression "Prospectus Law" means the Luxembourg law of 10 July 2005 on prospectuses for securities, as amended. Neither the Company nor its AIFM have been authorised or registered under the AIFM Law or are otherwise supervised by the Luxembourg Commission de Surveillance du Secteur Financier ("CSSF").
The Company is an alternative investment fund and the Investment Manager of the Company is an AIFM for purposes of the AIFMD. The Investment Manager has been approved by the Swedish Financial Supervisory Authority pursuant to Chapter 5 Section 10 of the Swedish Act on Alternative Investment Fund Managers (2016:561) (the "Swedish AIFM Act") to market the Company to professional investors in Sweden. The Company may be marketed to professional investors within the meaning of the Swedish AIFM Act only. The Announcement may only be distributed to professional investors and the Announcement may not be distributed to or made available to non-professional investors in Sweden. Furthermore, the Announcement has not been, nor will it be, registered with or approved by the Swedish Financial Supervisory Authority under the Swedish Financial Instruments Trading Act (1991:980) (the "Swedish Trading Act"). Accordingly, the Announcement may not be made available, nor may the interests in the Company offered hereunder be marketed and offered for sale in Sweden, other than under circumstances which do not require a prospectus (Sw. prospekt) to be prepared under the Swedish Trading Act.
The Company has not been licensed for distribution with the Swiss Financial Market Supervisory Authority ("FINMA") as a foreign collective investment scheme pursuant to Article 120 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006, as amended ("CISA"). Also, the Company has not appointed a Swiss paying agent and representative and therefore may not be distributed in Switzerland (as defined by Art. 3 para. 1 CISA). Accordingly, in Switzerland the New Shares will only be offered and sold to prudentially regulated financial institutions pursuant to Article 10 para. 3 lit. a and b CISA; in addition, the New Shares may be sold under the reverse solicitation-exemption pursuant to Article 3 para. 2 lit. a CISA. The Announcement and any other offering material relating to the New Shares may only be handed out within these restrictions. Investors in the New Shares do not benefit from the specific investor protection provided by CISA and the supervision by the FINMA. The New Shares are not publicly offered within the meaning of article 652a or 1156 of the Swiss
Code of Obligations. As a consequence, the Announcement is not a prospectus within the meaning of these provisions and may therefore not comply with the information standards required thereunder. The Announcement is not a listing prospectus according to article 27 et seq. of the Listing Rules of the SIX Swiss Exchange and may therefore not comply with the information standards required thereunder or under the listing rules of any other Swiss stock exchange.
The New Shares described herein may not, directly or indirectly, be offered or acquired in The Netherlands, and this Announcement may not be circulated in The Netherlands as part of initial distribution or at any time thereafter, except: (a) to qualified investors within the meaning of Section 1:1 of the Financial Markets Supervision Act (Wet op het financieel toezicht), as amended from time to time; (b) to a maximum of 149 individuals who are not qualified investors within the meaning of Section 1:1 of the Financial Markets Supervision Act; or (c) to investors who acquire New Shares for a minimum consideration of EUR 100,000 or the equivalent thereof in another currency. The Company has not been registered for public offer or distribution in The Netherlands and does not require a licence under the Dutch Financial Markets Supervision Act and is not subject to the prudential and conduct of business supervision of the Dutch Central Bank (De Nederlandsche Bank N.V.) and the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).
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 which the Company's businesses operate to differ materially from the impression created by 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 Placing. Stifel will not regard any other person as its client in relation to the Placing 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 Placing, 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.
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.
