Further to the announcement on 20 August 2018 and in light of what the Board of Directors of the Company (the “Board”) consider to be a growing set of attractive investment opportunities in the economic infrastructure debt market, the Board has resolved to proceed with a partially pre-emptive issue of Ordinary Shares seeking to raise £200 million of gross proceeds before expenses (the “Gross Issue Proceeds”), equivalent to up to 188,679,245 new ordinary shares of no par value in the capital (the “New Ordinary Shares”) (the “Initial Issue”). The Directors have determined that the Ordinary Shares will be issued at a price of 106.0 pence per new Ordinary Share (the “Issue Price”).
The Board recognises the importance of pre-emption rights to Ordinary Shareholders. Accordingly, 149,420,048 New Ordinary Shares are being initially offered to Qualifying Shareholders by way of the Open Offer pursuant to which they will be entitled to apply for 2 New Ordinary Shares for every 11 existing Ordinary Shares held at 6.00 p.m. on 14 September 2018 (the “Record Date”). The balance of the New Ordinary Shares, together with any New Ordinary Shares not taken up by Qualifying Shareholders under the Open Offer, will be made available under the Placing and/or Offer for Subscription of New Ordinary Shares.
The Company intends to use the proceeds raised from the Initial Issue (less expenses) (the “Net Issue Proceeds”) to repay the drawn commitments under its multi-currency Revolving Credit Facility (“RCF”). As at the latest practicable date, the Company had drawn an amount of approximately £116.2 million from its RCF which includes drawdowns made under the accordion tranche. Any Net Issue Proceeds raised in excess of the amount drawn under its RCF are expected to be deployed into the Company's near term pipeline of in excess of £300 million of investment opportunities, in accordance with the Company's Investment Policy.
The Company has also proposed to implement a share issuance programme, which would allow it the flexibility to issue up to a maximum of 250,000,000 Ordinary Shares (the “Share Issuance Programme”) in the future. Any future issues under the Share Issuance Programme will be subject to the availability of a future pipeline of investment opportunities, which meet the Company's Investment Policy, in particular its target return and risk criteria, and the Company's level of deployment.
The Company expects to publish a prospectus (the “Prospectus”) in connection with the Initial Issue and the Share Issuance Programme shortly. Unless otherwise defined, the terms used in this Announcement shall have the same meaning as set out in the Prospectus.
Stifel Nicolaus Europe Limited is acting as sole sponsor, financial adviser and bookrunner to the Company.