International Public Partnerships Regulatory News (INPP)

19 Mar 2008 14:57

Babcock&Brown Public Ptnrships Ltd19 March 2008 18 March 2008 Not for publication, release or distribution in whole or in part in Australia, Canada, Japan or the United States Babcock & Brown Public Partnerships Limited Placing and Offer for Subscription of C Shares at an Issue Price of 100 pence per C Share The Board of Babcock & Brown Public Partnerships Limited ("BBPP") todayannounces its intention to raise £140 million by means of a Placing and Offerfor Subscription of C Shares1. BBPP is a global public infrastructure investment company. BBPP offersShareholders an exposure to investment in infrastructure assets, particularlythose with a public or social character such as those developed by public bodiesunder private finance initiative ("PFI") or public private partnership ("PPP")procurement. The Existing Ordinary Shares were admitted to the Official List and to tradingon the London Stock Exchange's main market for listed securities on 9 November2006. BBPP had a market capitalisation of £319.5 million (as at 13 March 2008),and total net assets of £330.4 million (as at 31 December 2007). The Net AssetValue of BBPP is 110.1 pence per Ordinary Share (as at 31 December 2007). Thishas grown by 11.6 per cent since the Initial Public Offer and total dividenddistributions by the Company for the period from listing of BBPP to 31 December2007 were 5.975 pence per Ordinary share. BBPP's investment adviser is Babcock & Brown Investment Management Limited ("BBIML"), which has extensive infrastructure origination and investmentmanagement skills. BBIML is a subsidiary of Babcock & Brown Limited ("Babcock &Brown"). BBPP is the first investment company managed by Babcock & Brown tolist outside Australia. BBPP will target a minimum dividend of 5.40 pence per Ordinary Share per annum2and offers investors the prospect of capital growth over the long term(targeting an IRR of 8 to 9 per cent on the Initial Public Offer issue price of100 pence per Ordinary Share2). BBPP offers the following features: • yields which are attractive relative to the asset risk profile• the likelihood of long-term stable cash flows• growth potential in the asset class• high barriers to entry• predictable, low volatility returns• limited exposure to changes in the business cycle• creditworthy counterparties• the experience and track record of Babcock & Brown• the development and origination capacity of Babcock & Brown and its pipeline of investments An investment in BBPP will provide investors with exposure to an ExistingPortfolio comprising 30 high-quality infrastructure investments, with 29% of theportfolio located outside the UK, including 5 PPP assets in Australia andprojects in Canada, Germany, France, Belgium and Ireland. Babcock & Brown hasbeen responsible for the development and management of many of these assets andthrough BBIML will continue to manage them for the benefit of BBPP. It is intended that the proceeds of the Issue will be used partly to acquire theC Share Seed Portfolio valued at £42 million, which consists of 11 assetscomprising a hospital in Australia, a hospital in Italy, the Brussels airportrail link and eight projects developed under the UK NHS LIFT programme. TheDirectors believe based on advice of BBIML that BBPP will have the opportunityto invest in further infrastructure investments meeting BBPP's investment policyand it is intended that the Net Issue Proceeds will also be applied to financingthe acquisition of such assets. There is a growing market for public infrastructure projects in developedcountries. From its beginnings in the UK in the mid-90s, PPP projects are nowbeing developed in many industrialised nations including France, Germany, Italy,Spain, Ireland, North America, Australia and Singapore. Babcock & Brown has long standing knowledge and experience of the infrastructuresector, complemented by industry sector specialists located in 30 offices aroundthe world who assist in the sourcing, evaluation and ongoing management ofinfrastructure investments. At the time of the Initial Public Offer, Babcock & Brown acquired 8.33% of theExisting Ordinary Shares, a position it has maintained. Babcock & Brown hascommitted to subscribe for up to 8.33% of the C Shares comprised in the Issue,subject to being scaled back behind other investors. The Issue has been structured in the form of C Shares to mitigate the potentialdisadvantages for both new and existing Shareholders which may arise out of aconventional fixed price issue of further Ordinary Shares for cash. The netproceeds of the Issue and the investments acquired with them will be accountedfor and managed as a separate pool of assets until conversion of the C Sharesinto Ordinary Shares. Conversion will occur shortly following the calculationtime, being the earlier of: • such date on which 80 per cent. of the C Share Assets have been invested; or• six months after Admission of the C Shares. The number of Ordinary Shares issued to a C Shareholder on conversion will becalculated by reference to the respective net asset values of the C Shares andthe Ordinary Shares. UBS Investment Bank is acting as Sponsor, Global Coordinator and Book Runner. UBS Investment Bank and Macquarie Capital (Europe) Limited are acting as JointLead Managers Expected Key dates Latest date and time for receipt of Application Formsunder the Offer for Subscription 12 noon on 16 April 2008Latest time and date for receipt of Placing commitments 5.00pm on 16 April 2008Announcement of Offer for Subscription and Placing results and commencement of conditional dealings 17 April 2008Admission to the Official List and unconditional dealings in the C Shares to commence 8.00am on 22 April 2008 For further information, please contact: Babcock & Brown Anthony Kennaway +44 (0)20 7203 7300 Bianca Francis +44 (0)20 7203 7300 UBS Limited Steven Wirth +44 (0)20 7567 8000 Adrian Lewis +44 (0)20 7567 8000 Macquarie Capital (Europe) Limited Colin West +44 (0)20 7065 2000 Terms used in this announcement unless otherwise defined shall have the meaningsgiven in the Prospectus expected to be issued by the Company in respect of theIssue on 18 March 2008. For further information about BBPP please see our website:www.bbpublicpartnerships.com This announcement and the information contained herein is restricted and is notfor publication, release or distribution in whole or in part in Australia,Canada, Japan or the United States. This announcement is not a prospectus andinvestors should not subscribe any C Shares referred to in this announcementexcept on the basis of information in the final prospectus to be published byBBPP (the "Prospectus"), both in connection with the admission of its C Sharesto the Official List of the UK Listing Authority and to trading on the mainmarket for listed securities of London Stock Exchange plc. Copies of theProspectus will be available from the registered office of BBPP at HeritageInternational Fund Managers Limited, Polygon Hall, PO Box 225, Le MarchantStreet, St Peter Port, Guernsey, GY1 4HY and at the offices of Babcock & BrownInvestment Management Limited at Level 15, 5 Aldermanbury Square, London, EC2V7HR in due course. This announcement does not constitute an offer of, or the solicitation of anoffer to buy or subscribe for, C Shares to any person in any jurisdiction towhom or in which such offer or solicitation is unlawful and, in particular, isnot for release, publication or distribution in or into the United States,Australia, Canada or Japan. The Offer for Subscription and the Placing of the CShares has not been and will not be registered under the US Securities Act of1933, as amended or under the applicable securities laws of Australia, Canada orJapan. Subject to certain exceptions, the C Shares may not be offered or soldin Australia, Canada, Japan or the United States. The contents of this announcement, which have been prepared by and are the soleresponsibility of Babcock & Brown Public Partnerships ("BBPP"). UBS Limited("UBS" or "UBS Investment Bank") and Macquarie Capital (Europe) Limited ("Macquarie Capital") are acting exclusively for BBPP and no-one else and will notbe responsible to anyone other than BBPP for providing the protections affordedto the clients of UBS and Macquarie Capital respectively, nor for providingadvice, the contents of this announcement or any transaction, arrangement orother matter referred to herein. This information is provided by RNS The company news service from the London Stock Exchange