3i Infrastructure Regulatory News (3IN)

8 Mar 2007 07:03

3i Infrastructure Ltd08 March 2007 These written materials are not for distribution (directly or indirectly) in orinto the United States, Canada, Australia or Japan. They do not constitute anoffer of securities for sale in or into the United States, Canada, Australia orJapan. The securities have not been and will not be registered under the U.S.Securities Act of 1933, as amended (the "Securities Act") and may not be offeredor sold in the United States absent registration or an exemption from theregistration requirements of the Securities Act. The Company does not intend toregister any portion of the Global Offer in the United States or to conduct apublic placing of securities in the United States. The Company will not beregistered under the US Investment Company Act of 1940, as amended, andinvestors will not be entitled to the benefits of that Act. 3i Infrastructure Limited8 March 2007 Results of Global Offer and Commencement of Conditional Dealings This announcement is an advertisement (within the meaning of the ProspectusRules made under section 73A of the Financial Services and Markets Act 2000) andnot a prospectus and investors should not subscribe for or purchase anysecurities referred to in this announcement except on the basis of informationin the prospectus published by 3i Infrastructure Limited ("3i Infrastructure" orthe "Company") on 20 February 2007 in connection with the admission of suchsecurities to the main market of the London Stock Exchange plc (the "Prospectus"). Copies of the Prospectus are available from the Company's registered office and from the offices of Citigroup Global Markets Limited at Citigroup Centre, Canada Square, London E14 5LB. The Board of 3i Infrastructure Limited, a newly-established,Jersey-incorporated, public closed-ended investment company, is pleased toannounce the results of the global offer of its ordinary shares and warrants(the "Global Offer"). The Global Offer has raised gross proceeds of £700 million (prior to anyexercise of the over-allotment option). A total of 700,000,000 ordinary shares(at a price of £1 per ordinary share) and 70,000,000 warrants with asubscription price of £1 each will be issued. Each warrant will be issued inrespect of every 10 ordinary shares purchased under the Global Offer. As part of the Global Offer, 3i Group plc ("3i Group") has subscribed for 325million ordinary shares in the Company. 3i Group's shareholding will representapproximately 46% of the Company's ordinary shares (prior to any exercise of theover-allotment option). Commenting on the Company's successful listing, Michael Queen, Managing Partner,Head of Infrastructure, 3i, said: "We are delighted with the successful completion of the largest IPO of aninfrastructure investment company in Europe. We are particularly pleased withthe quality of investors who have recognised the strength of 3i's infrastructureproposition and who have invested despite the current turbulent equity marketconditions. 3i's Infrastructure team looks forward to delivering a qualityportfolio of global infrastructure assets." Also commenting on the amount raised in the Global Offer, Peter Sedgwick,non-executive Chairman of the Company, said: "The Board of Directors are delighted by the successful completion of the offer.We look forward to working with the 3i Infrastructure team for the benefit ofthe new shareholders." The Company intends to make equity (or equivalent) investments in infrastructurebusinesses and assets, with an initial focus on Europe, North America and Asia.It intends to invest the initial net proceeds of the Global Offer over thetwo-year period following Admission. 3i Investments plc ("3i Investments"), asubsidiary of 3i Group, will act as investment adviser to the Company. Applications have been made for all of the ordinary shares and warrants (issuedand to be issued in connection with the Global Offer) to be admitted to theOfficial List of the UK Listing Authority, and to the London Stock Exchange forall of the ordinary shares and warrants to be admitted to trading on the mainmarket for listed securities of the London Stock Exchange. Conditional dealings are expected to commence on the London Stock Exchange at8.00 am today under the ticker symbol '3IN' for the ordinary shares and '3INW'for the warrants. It is expected that admission to the Official List of the UKListing Authority will become effective and that unconditional dealings in theordinary shares and the warrants on the London Stock Exchange will commence at8.00 am on 13 March 2007. CREST accounts will be credited against payment on 13 March, 2007 andcertificates in respect of the ordinary shares and warrants issued incertificated form will be despatched as soon as practicable after 13 March,2007. For further information, please contact:Citigroup: Tel: +44 (0)20 7986 4000Tim Harvey-Samuel/Alex CarterScott-Harris (Private client funds): Tel: +44 (0)20 7653 0030Stephen Scott/Annabel MichieMaitland: Tel: +44 (0)20 7379 5151 Philip Gawith/Lydia Pretzlik Background • The Company will be advised on investment matters by 3i Investments, through its infrastructure investment team led by Michael Queen. • 3i Group is a leading European private equity and venture capital group with a specialist infrastructure investment team. 3i Group is listed on the London Stock Exchange and is a constituent of the FTSE 100 Index. As at 30 September 2006, 3i Group had £7 billion of assets under management. With over 300 investment professionals and offices in 14 countries worldwide, 3i Group has both local and global presence. • The Company will acquire an initial portfolio of UK infrastructure investments from 3i Group (the "Initial Portfolio") for a purchase price proposed by 3i Group and accepted by the directors of the Company. The Company's independent valuation adviser has reported on the fairness and reasonableness of the proposed purchase price. The Initial Portfolio comprises an interest in substantially all of 3i Group's unrealised infrastructure investments: - an investment in Anglian Water, the fourth largest water supply and waste water company in England and Wales, measured by regulatory capital value, with approximately 4.2 million water and 5.4 million waste water customers; - an interest in Infrastructure Investments LP, one of the largest UK equity funds investing in secondary PFI projects; and - investments in two other PFI projects: • Norfolk and Norwich Hospital • Alpha Schools, Scotland. • The Company intends to make investments with an overall objective of providing its shareholders with a total return (comprising the increase in net asset value, plus distributions, per share) of approximately 12% on the initial net proceeds of the Global Offer, to be achieved over the long-term. There can be no assurance that the Company will achieve its investment objective. Within this overall objective, the Company will target an annual distribution yield of approximately 5% on the initial net proceeds of the Global Offer, once fully invested, through a combination of regular dividends and capital returns. Thereafter, the Company will target a progressive distribution policy (meaning that, if followed, the annual distributions would steadily increase in absolute terms over time). • The Company has an independent Board of non-executive directors consisting of Peter Wagner, Philip Austin, Martin Dryden and chaired by Peter Sedgwick. It is proposed that Paul Waller, a member of 3i Group's management committee, will also join the Board in due course. • Citigroup Global Markets Limited is acting as Sole Global Co-ordinator, Sponsor and Underwriter for the Global Offer. • The Company has granted to Citigroup, for stabilisation purposes, an over-allotment option in connection with the Global Offer (up to a maximum of 10% of the total number of ordinary shares and warrants comprised in the Global Offer), which may result in the issue of additional ordinary shares and warrants at the offer price. Important Information The contents of this announcement, which have been prepared by and are the soleresponsibility of the Company, have been approved by Citigroup Global MarketsLimited solely for the purposes of section 21(2)(b) of the Financial Servicesand Markets Act 2000. Citigroup Global Markets Limited is acting for the Company and no one else inconnection with the Global Offer and will not be responsible to anyone otherthan the Company for providing the protections afforded to its clients or forproviding advice in relation to the Global Offer or any other matter referred toherein. This announcement does not constitute or form part of any offer to issue orsell, or any solicitation of any offer to subscribe or purchase, any investmentsnor shall it (or the fact of its distribution) form the basis of, or be reliedon in connection with, any contract therefor. The contents of this announcement include statements that are, or may deemed tobe "forward-looking statements". These forward-looking statements can beidentified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should". They include the statement regarding the Company's targeted totalreturns and yields. By their nature, forward-looking statements involve risksand uncertainties and readers are cautioned that any such forward-lookingstatements are not guarantees of future performance. The Company's actualresults and performance may differ materially from the impression created by theforward-looking statements. The Company undertakes no obligation to publiclyupdate or revise forward-looking statements, except as may be required byapplicable law and regulation (including the Prospectus Rules and the ListingRules). Nothing in this announcement is, or is intended as, a profit forecast. Acquiring investments to which this announcement relates may expose an investorto a significant risk of losing all of the amount invested. Persons consideringinvesting in such investments should consult an authorised person specialisingin advising on such investments. This announcement does not constitute arecommendation concerning the Global Offer. The value of shares can go down aswell as up. Potential investors should consult a professional advisor as to thesuitability of the investment for the person concerned. The information contained herein is not for publication or distribution in orinto, directly or indirectly, the United States of America. These materials donot contain or constitute an offer of securities for sale in the United States.The securities referred to herein have not been and will not be registered underthe US Securities Act of 1933, as amended, and may not be offered or sold in theUnited States absent registration under that Act or an available exemption fromit. The Company does not intend to register the securities or conduct a publicoffering in the United States. The Company will not be registered under the USInvestment Company Act of 1940, as amended, and investors will not be entitledto the benefits of that Act. This information is provided by RNS The company news service from the London Stock Exchange