HICL Infrastructure Regulatory News (HICL)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.

HICL Infrastructure Company Limited

Result of Placing, Open Offer, Offer for Subscription and Intermediaries Offer of New Ordinary Shares

22 March 2017

Highlights

- The fundraising undertaken pursuant to the Placing, Open Offer, Offer for Subscription and Intermediaries Offer has been successfully completed, with gross proceeds of £260 million raised. This represents the maximum amount permitted to be raised under the Issue, exceeding the target size of £205 million

- The Issue was very significantly oversubscribed, with applications totalling almost three times the number of Shares available under the Issue at its maximum size. Basic entitlements under the Open Offer will be met in full, with all other applications to be scaled back

- Proceeds of the Issue will be used to repay outstanding borrowings under the Facility, and to secure further investment opportunities identified by the Investment Adviser

Commenting on today's announcement, Ian Russell, Chairman of the Company, said:

"The Board of HICL is delighted to have had such a positive response to the Company's fundraising from both existing shareholders and new investors. The application of the Issue proceeds towards the elimination of the Group's funding requirement leaves the Company well-placed to fund further suitable additions to the portfolio.

Based on the Investment Adviser's confidence in the near-term investment pipeline, the Board elected to issue New Ordinary Shares for the maximum amount of £260 million permitted under the terms of the Issue. The strong appetite from investors for the Company's equity was reflected in the large number of applications that could not be accommodated in full. Nonetheless, this is encouraging in light of our stated acquisition strategy, and the attractive pipeline of investment opportunities the Investment Adviser is currently working on, some of which may materialise as new investments in due course."

The Board of HICL Infrastructure Company Limited ("HICL") is pleased to announce that the Placing, Open Offer, Offer for Subscription and Intermediaries Offer of New Ordinary Shares (the "Issue") has now closed and that, on the basis of applications received through the Open Offer, the Offer for Subscription and the Intermediaries Offer and of orders taken through the Placing, both the Issue's target size of 128,930,818 Ordinary Shares (raising gross proceeds of £205 million) and its maximum potential size of 163,522,013 Ordinary Shares (raising gross proceeds of £260 million) have been comfortably exceeded. The number of new Ordinary Shares in respect of which applications were made totalled almost three times the number of Shares available under the Issue at its maximum size.

The Board has consulted with the Investment Adviser, InfraRed Capital Partners Limited, on the Additional Investments which would allow the size of the Issue to be increased. As a result, the Board has decided that the overall size of the Issue will be set at its maximum of 163,522,013 New Ordinary Shares.

A total of 163,522,013 Shares will therefore be issued at a price of 159.0 pence per Share, of which 66,315,621 Shares will be issued pursuant to the Open Offer (including the Excess Application Facility), 8,905,372 Shares will be issued pursuant to the Offer for Subscription and the Intermediaries Offer, and 88,301,020 Shares will be issued under the Placing.

In accordance with the terms and conditions of the Issue, all applications made pursuant to Open Offer entitlements will be met in full. The Board has, in conjunction with its advisers, considered and determined the basis upon which applications made pursuant to the Placing, the Offer for Subscription and the Excess Application Facility should be scaled back given the high level of oversubscription in respect of the Issue.

Application has been made for the new Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange. It is expected that Admission in respect of the new Ordinary Shares will become effective, and that dealings in the new Ordinary Shares will commence, at 8.00 a.m. on 24 March 2017.

The International Security Identification Number for the Shares is GG00B0T4LH64 and the TIDM is HICL.

Canaccord Genuity Limited acted as Placing Agent.

Expected Timetable

Enquiries

For further information, please contact: 

Terms in this announcement shall have the same meaning as defined in the prospectus issued by HICL dated 23 February 2017.

Important Information

This Announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014.

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.

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 Canaccord Genuity Limited or by any of its 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 its advisers, and any liability therefore is expressly disclaimed.

This Announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such an offer or solicitation is unlawful.

Shares in the Company have not been, nor will be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States, and accordingly may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares or the New Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or South Africa.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and is acting for no-one else in connection with the Issue.

InfraRed Capital Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, acts as Investment Adviser to the Company and is acting for no-one else in connection with the Issue.