Last checked at 
12 Feb 2014 07:00
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN
This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, shares in any jurisdiction.
This announcement is neither an advertisement, a prospectus nor a financial promotion. Any investment in any shares referred to in this announcement may be made only on the basis of information in a prospectus (the "Prospectus") to be published by GCP Infrastructure Investments Limited in connection, inter alia, with the proposed admission of its to be issued C Shares of £0.01 each and its ordinary shares of £0.01 each to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange.
GCP Infrastructure Investments Limited (the "Company")
Further details of Issue of C Shares and Placing Programme
12 February 2014
Further to the announcement made on 20 January 2014 in relation to the Company's intention to raise additional capital through an open offer, placing and offer for subscription of C Shares of £0.01 each (the "C Shares") at an issue price of £1.00 per C Share (the "Issue") and the creation of a placing programme in relation to its Ordinary Shares of £0.01 each (the "Ordinary Shares") (the "Placing Programme"), the Company is now announcing further details and confirming that the Prospectus is expected to be published today.
Words and expressions that are defined in the Prospectus shall have the same meaning where they are used in this announcement, except where the context requires otherwise.
Shareholder Entitlement under Open Offer
Following the announcement made on 7 February 2014 disclosing the number of Ordinary Shares in issue after the completion of a scheme of arrangement whereby the Company has acquired the shares that it did not already own in its subsidiary, GCP Infrastructure Fund Limited, the Company is pleased to announce that the number of C Shares to be made available to existing shareholders under the Open Offer will be approximately 50,700,000, on the basis of one C Share for every seven Ordinary Shares held at 17:00 on 11 February 2014 (the "Record Date").
The Company is targeting an initial fundraising of in excess of £75 million under the Issue, up to a maximum of £100 million. The Company may also raise further funds by issues of up to, in aggregate, 100 million Ordinary Shares under the Placing Programme.
Timetable
The expected timetable for the Issue and Placing Programme is as follows:
Open Offer | |
Record Date for entitlements to participate in the Open Offer | 5.00 p.m. on 11 February 2014 |
Ex-entitlement date for the Open Offer | 8.00 a.m. on 12 February 2014 |
Open Offer opens | 8.00 a.m. on 12 February 2014 |
Basic Entitlements and Excess CREST Open Offer Entitlements credited to CREST stock accounts of Existing CREST Shareholders | As soon as practicable after 8.00 a.m. on 13 February 2014 |
Recommended latest time for requesting withdrawal of Basic Entitlements and Excess CREST Open Offer Entitlements from CREST | 4.30 p.m. on 3 March 2014 |
Latest time and date for depositing Basic Entitlements and Excess CREST Open Offer Entitlements into CREST | 3.00 p.m. on 4 March 2014 |
Latest time and date for splitting Open Offer Application Forms (to satisfy bona fide market claims only) | 3.00 p.m. on 5 March 2014 |
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate) | 11.00 a.m. on 7 March 2014 |
The C Share Placing and Offer for Subscription | |
C Share Placing and Offer for Subscription open | 8.00 a.m. on 12 February 2014 |
Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription | 4.30 p.m. on 10 March 2014 |
Latest time and date for receipt of placing commitments under the C Share Placing | 12.00 p.m. on 11 March 2014 |
The Placing Programme | |
Placing Programme opens | 12 February 2014 |
Earliest date for Placing Programme Shares to be issued pursuant to the Placing Programme | 12 February 2014 |
Publication of Placing Programme Price in respect of each Placing | As soon as practicable following closing of each Placing |
Admission and crediting of CREST accounts in respect of each Placing | 8.00 a.m. on each day Placing Programme Shares are issued |
Dispatch of definitive share certificates (where applicable) | Approximately one week following Placing Programme Admission |
Last date for Placing Programme Shares to be issued pursuant to the Placing Programme
| 11 February 2015 |
1. It is the Directors' intention that no Placing Programme Shares will be issued prior to the conversion of the C Shares issued pursuant to the Issue.
Other key dates | |
Annual General Meeting | 27 February 2014 |
Results of the Open Offer, C Share Placing and Offer for Subscription announced | 13 March 2014 |
Initial Admission of the C Shares to the Official List and commencement of dealings on the London Stock Exchange | 8.00 a.m. on 18 March 2014 |
CREST accounts credited | 18 March 2014 |
Dispatch of definitive share certificates (where applicable) | Week commencing 24 March 2014 |
The dates and times specified above are subject to change.
Contact details:
| |
Gravis Capital Partners LLP Stephen Ellis Rollo Wright
|
+44 (0)20 7518 1495 +44 (0)20 7518 1493 |
Oriel Securities Mark Bloomfield Tunga Chigovanyika Neil Winward
| +44 (0)20 7710 7600 |
Cenkos Securites Dion Di Miceli Tom Scrivens
| +44 (0)20 7397 1921 +44 (0)20 7397 1915 |
Buchanan Charles Ryland Sophie McNulty
| +44 (0)20 7466 5000 |
This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or South Africa. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person (within the meaning of Regulation S under the Securities Act). The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by, Oriel Securities Limited, Cenkos Securities plc or by any of their respective affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their advisers and any liability therefore is expressly disclaimed.
Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as sponsor, joint broker and joint bookrunner to the Company and is acting for no-one else in connection with the Issue and the Placing Programme and the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Oriel Securities Limited nor for providing advice in connection with the Issue and the Placing Programme and the contents of this announcement or any other matter referred to herein.
Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker and joint book runner to the Company and is acting for no-one else in connection with the Issue and the Placing Programme and the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities plc nor for providing advice in connection with the Issue and the Placing Programme and the contents of this announcement or any other matter referred to herein.