4 Jul 2008 07:00
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA
4 July 2008
3i Infrastructure Limited
RESULT OF PLACING AND OPEN OFFER OF 108,132,277 NEW ORDINARY SHARESAT 106 PENCE PER NEW ORDINARY SHARE
On 12 June 2008, the Board of 3i Infrastructure announced that it was raising approximately £114.6 million through a Placing and Open Offer of 108,132,277 New Ordinary Shares at a price of 106p per New Ordinary Share.
The Company announces that the Open Offer closed yesterday, 3 July 2008 at 11.00 a.m..
Under the Open Offer, valid acceptances have been received from Qualifying Shareholders in respect of 67,905,604 New Ordinary Shares. This represents 83.0 per cent. of the New Ordinary Shares offered pursuant to the Open Offer (including 23,584,905 New Ordinary Shares which were the subject of an irrevocable undertaking from 3i Group to take up its entitlement under the Open Offer but excluding 26,352,030 New Ordinary Shares placed firm with investors at the Offer Price which 3i Group irrevocably undertook not to take up under the Open Offer and which were not subject to claw back (the "Non-Claw Back Shares")).
Other than the Non-Claw Back Shares, 13,874,643 New Ordinary Shares were not taken up by Shareholders, representing 23.8 per cent. of the New Ordinary Shares offered pursuant to the Open Offer (but excluding the New Ordinary Shares which were taken up by 3i Group as well as the Non-Claw Back Shares) and these shares, together with the Non-Claw Back Shares, will be taken up by certain Shareholders and other investors under the Placing.
Application has been made for the New Ordinary Shares to be issued in connection with the Placing and Open Offer to be admitted to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective, and that unconditional dealings in the New Ordinary Shares will commence at 8.00 a.m. on 9 July 2008.
The New Ordinary Shares will be issued fully paid and will rank pari passu with the existing Ordinary Shares in issue, except that the New Ordinary Shares will not be entitled to the final dividend for the financial period ended 31 March 2008, as the record date for such dividend fell before the date of issue of the New Ordinary Shares.
No New Ordinary Shares will be issued under the Additional Placing.
Words and expressions defined in the prospectus dated 12 June 2008 relating to the Placing and Open Offer have the same meaning when used in this announcement unless the context otherwise requires.
| Michael Queen | Managing Partner, Infrastructure, 3i Investments plc | +44 20 7975 3572 |
| Silvia Santoro | Investor enquiries | +44 20 7975 3258 |
| Jennifer Letki | 3i Press Office | +44 20 7975 3190 |
| Alex Carter | Citi | +44 20 7986 4000 |
| Stephen Scott | Scott Harris | +44 20 7653 0030 |
| Lydia Pretzlik | Maitland | +44 20 7379 5151 |
| Peter Sedgwick | Chairman, 3i Infrastructure Limited | +44 1534 711 444 |
IMPORTANT NOTICE
This announcement has been issued by and is the sole responsibility of the Company.
This announcement is not a prospectus but an advertisement and investors should not subscribe for New Ordinary Shares in the Company except on the basis of information contained in the Prospectus. Copies of the Prospectus are available for collection, free of charge, during normal business hours, from the offices of the Company and Citi and the Prospectus can also be accessed on the Company's website. Citigroup Global Markets Limited is acting as sole sponsor, sole bookrunner, sole broker and joint underwriter to the Company and no-one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Citigroup Global Markets Limited, or for providing advice in relation to the contents of this announcement or any matters referred to herein. Barclays Capital, the investment banking division of Barclays Capital PLC is acting as joint underwriter to the Company and no-one else in connection with the Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Barclays Capital, or for providing advice in relation to the contents of this announcement or any matters referred to herein. This announcement does not constitute an offer to sell or the solicitation of an offer to acquire or subscribe for any New Ordinary Shares. The availability of the Placing and Open Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. The information contained in this announcement is not for release, publication or distribution to persons in the United States, Canada, Japan, the Republic of South Africa or Australia or in any jurisdiction where to do so would breach any applicable law.
The New Ordinary Shares may not be offered for sale in, into or from the United States or to any US Person or US Resident. None of the New Ordinary Shares have been or will be registered under the US Securities Act or under the securities laws of any state of the United States nor has any prospectus in relation to the New Ordinary Shares been lodged with or registered by the Australian Securities and Investments Commission. The New Ordinary Shares are being offered and sold only outside the United States to investors that are neither US Persons nor US Residents in offshore transactions pursuant to Regulation S of the US Securities Act. The New Ordinary Shares may not be offered, sold, resold, delivered or transferred, directly or indirectly, in or into the United States or to any US Person or US Resident except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable state securities laws, or in or into any other Excluded Territories or to any national, resident or citizen of any other Excluded Territory absent an applicable exemption. The Company has not been and will not be registered under the Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of that Act.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA OR INTO ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW.
3i Infrastructure (3IN)