RNS Number : 9695G
AT85 Global Mid-Market Infra.Inc.
21 November 2022
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD
BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT
INFORMATION" TOWARDS THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct Authority
(the "FCA") and does not constitute a prospectus and investors must
subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the
prospectus expected to be published in due course by AT85 Global
Mid-Market Infrastructure Income plc (the "Prospectus") and not in
reliance on this announcement. Approval of the Prospectus by the
FCA should not be understood as an endorsement of the securities
that are the subject of the Prospectus. Potential investors should
read the Prospectus and in particular the risk factors set out
therein before making an investment decision in order to fully
understand the potential risks and rewards associated with the
decision to invest in the Company's securities. Once published, a
copy of the Prospectus will, subject to certain access
restrictions, be available for inspection at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website: https://www.at85-plc.com and at the
registered office of the Company. This announcement does not
constitute, and may not be construed as, an offer to sell or an
invitation to purchase, investments of any description, or a
recommendation regarding the issue or the provision of investment
advice by any party.
21 November 2022
LEI: 213800CROAFVYBAK9965
AT85 Global Mid-Market Infrastructure Income plc
Intention to Float
AT85 Global Mid-Market Infrastructure Income plc (the
"Company"), a UK investment trust targeting an innovative,
adjacent-space strategy in some of the most sought-after sectors in
infrastructure, is proposing to undertake an initial public
offering ("IPO") for a target initial issue of 300 million ordinary
shares of GBP0.01 each in the capital of the Company (the "Ordinary
Shares") at 100p per Ordinary Share ("Initial Issue") and a share
issuance programme of Ordinary Shares and/or C shares of GBP0.10
each in the Company ("C Shares"), and admission of the Ordinary
Shares and/or C Shares to the premium listing segment of the
Official List of the Financial Conduct Authority and to trading on
London Stock Exchange's main market for listed securities
("Admission"). A Prospectus in connection with the IPO and
Admission is expected to be published in due course. The IPO
includes: (i) a placing to institutional investors (the "Placing");
(ii) an offer for subscription to investors in the United Kingdom
(the "Offer for Subscription"); and (iii) an offer of Shares in
connection with the Offer for Subscription by intermediary
financial institutions ("Intermediary" or "Intermediaries") in the
United Kingdom (the "Intermediaries Offer").
The Company offers an opportunity to capitalise on the rapid
growth in mid-market core-plus infrastructure assets in three key
sectors, Transport & Logistics Infrastructure, Utility-Related
Infrastructure and Digital Infrastructure. The Company has access
to an initial portfolio of assets of GBP98.5 million (the "Initial
Assets") and a total pipeline (including the Initial Assets) of
GBP539.8 million(1) .
The Company has appointed Astatine Advisors LLC as its
Investment Manager. The Investment Manager is part of the Astatine
Investment Partners group ("Astatine"). Astatine was formed in 2005
as Alinda Capital Partners and views itself as one of the most
experienced firms in infrastructure. It established one of the
first infrastructure funds in the United States and was a pioneer
in introducing the infrastructure asset class to the investment
industry globally. It changed its name in 2022 to Astatine
Investment Partners, to reflect the shift from its origins as a
large-cap, core-focussed manager to its focus from 2014 onwards on
the mid-market, core-plus space.
Astatine has made $13 billion of equity investments in
infrastructure businesses in North America and Europe since 2005.
Astatine's mid-market strategy from February 2014 to 30 June 2022
delivered a gross IRR of 20.1 per cent. (18.1 per cent. net), a
gross average cash yield of 8 per cent., and a 2x gross multiple on
invested capital (MOIC) (1.8x net)(2) .
Investment Highlights
-- Mid-market core-plus infrastructure assets - The Company will
seek to invest in a portfolio of mid-market core-plus essential
infrastructure or infrastructure-related assets or businesses with
a strategic competitive advantage, strong operating record and/or a
steady and predictable cashflow.
-- Global diversification - The portfolio of investments will
primarily be located in United States, Canada, UK and Europe
providing global diversification across jurisdictions that the
Investment Manager considers to have stable macro-economic
environments, predictable regulation, a strong rule of law and
enforceable contract and property rights.
-- Sector diversification - The Company's investment strategy
focuses on three key infrastructure sectors: Transport &
Logistics Infrastructure, Utility-Related Infrastructure and
Digital Infrastructure that benefit from core investment themes of
digitalisation, efficient movement of goods and the provision of
essential services.
-- Defensive investment strategy - The Company will invest in
assets and businesses with defensive cashflows that are largely
uncorrelated across investment themes and structured for exit
visibility. The Investment Manager mitigates the risk of adverse
regulatory and government policy through investment in 'adjacent'
sectors that capture many of the benefits of such regulated
businesses while limiting the regulation and policy risks.
-- ESG integration - ESG is an integral part of the investment
process with each investment being subject to an ESG assessment as
part of the underwriting process with potential for ESG
improvements identified prior to investment. The Company has
adopted the Investment Manager's ESG policies and exclusion
policies and will not invest in oil and gas assets.
-- Direct and active management - The Company's portfolio of
equity investments is typically expected to be under direct control
of the Investment Manager - not minority or passive holdings. The
Investment Manager intends to have active involvement on portfolio
company boards and control of operational levers.
-- Inflation linkage/protection - The Investment Manager
utilises multiple tools to offset inflation including pricing,
technology and operational initiatives. Historically, a substantial
component of Astatine's mid-market revenue streams has been
protected against inflation.
-- Initial portfolio - The Company has access to Initial Assets
of GBP98.5 million and a total pipeline of GBP539.8 million
(including the Initial Assets) across core-plus Transport &
Logistics Infrastructure, Utility-Related Infrastructure and
Digital Infrastructure.
-- Investment Manager - The Investment Manager has a strong
long-term track record having invested US$13bn since 2005 / US$3bn
since 2014 and having generated a cash yield of 8 per cent. and an
IRR of 20.1 per cent. (gross) (18.1 per cent. net) from mid-market
investments(2) .
Investment Strategy
The Company has adopted the investment strategy and approach
successfully developed by Astatine. From 2014, the strategy has
focused on core-plus mid-cap infrastructure, as a fast-growing area
of infrastructure, with an emphasis on the transport &
logistics infrastructure, utility-related and digital
infrastructure sectors (the "Key Sectors").
Astatine views "core-plus" infrastructure to be infrastructure
investments that have the potential for both growth and income
rather than infrastructure investments that focus primarily on
income (which Astatine views to be "core" infrastructure) or
primarily on growth (which Astatine views to be "value-add"
infrastructure). In selecting investments to be pursued by the
Company, Astatine will evaluate an investment's prospects for
delivering both capital appreciation and strong cash yield.
Astatine has developed its focus on core-plus infrastructure based
on its belief that core-plus infrastructure investments possess the
potential to deliver a better risk-adjusted return compared with
core infrastructure while delivering an annual cash yield at levels
that are superior to those that may be available from value-add
infrastructure.
The Company will seek exposure to the Key Sectors by investing
either directly in those sectors or in businesses that are exposed
to those sectors. It will seek to gain exposure to the Key Sectors
by investing in opportunities that are (i) part of a sub-sector
that is adjacent to traditional sectors, (ii) available through a
proprietary bilateral negotiation, and/or (iii) seeking capital
where price is only one of the factors being considered. The
Company and Astatine believe this approach creates opportunities to
earn higher risk-adjusted returns relative to those available in
conventional core infrastructure, which has become too efficiently
priced.
The Company and Astatine will seek to deliver a strong and
consistent cash yield to investors, cash yield being an important
indicator of the health of a well-designed portfolio of
investments. The Company and Astatine will also seek out downside
protection in each investment, through selecting opportunities with
strong business fundamentals such as favourable sector trends,
robust profit margins, long-term contracts, diverse customer cash
flows or structuring the investment using preferred returns and
debt with flexible terms that are favourable to equity investors or
using other means of providing a greater level of predictability
over cash flows.
Target Return
The Company is targeting a NAV Total Return per Ordinary Share
of between 8 to 10 per cent. per annum over the medium-term
following full investment of the Net Initial Proceeds(3) .
Dividend Policy
The Company intends to pay dividends on a quarterly basis with
dividends typically declared in May, August, November and February
and paid in June, September, December and March, respectively. The
Company intends to pay dividends totalling 4.5 pence per Ordinary
Share in respect of the period from Initial Admission to 31
December 2023, rising to 5 pence per Ordinary Share in the
financial year ending 31 December 2024 and, thereafter, a
progressive dividend(3) .
The target return and dividend policy are targets and not
forecasts. There can be no guarantee that the Company will pay any
dividends at all.
Initial Assets
AF4
The Company has made a commitment (which will only be accepted
on Initial Admission) of 20 per cent. of the Net Initial Proceeds
to Alinda Infrastructure Fund IV ("AF4"), managed by Astatine.
AF4's primary objective is to seek to generate a combination of
long-term capital appreciation and current income through
infrastructure investments and related assets, primarily in
unlisted core-plus mid-market infrastructure opportunities
principally in North America and Europe.
As an investor in AF4, the Company will participate from Initial
Admission (which is when the Company's commitment to AF4 becomes
effective) in a pro rata share of any investments made by AF4 at
any time, including before Initial Admission.
As at the date of this announcement, AF4 has investments in ACL
Airshop (a global airfreight logistics business) and BTR (a
market-leading rental and off-rent vehicle sales provider of
specialty vehicles to the environment and waste management
industry) and has committed, subject to certain conditions, to
acquire an interest in Everfast Fiber Networks (a carve-out of a
broadband fibre network business from a publicly-traded
communications company).
The two Mid-Market Investments currently held by AF4 have
delivered the following returns in the period from acquisition to
30 June 2022:
-- ACL Airshop (acquired in April 2021) generated a Gross IRR of
82.0 per cent., Average Cash Yield of 14.1 per cent. and Gross MOIC
of 2.1 times; and
-- BTR (acquired in September 2021) generated a Gross IRR of
47.8 per cent., Average Cash Yield of 11.1 per cent. and a Gross
MOIC of 1.3 times.
For the period from April 2021 to 30 June 2022 the Mid-Market
Investments made by AF4 generated an aggregate Gross IRR of 67.9
per cent. (Net IRR 56.1 per cent.), Average Cash Yield of 10.2 per
cent. and Gross MOIC of 1.6 times (Net MOIC 1.5 times).
Prospective investors should refer to information about how such
track record information has been calculated, as set out in
"Important Information" below, and are cautioned that the above
track record information must be considered in the context of the
Company's target returns.
ACL Airshop
ACL Airshop is a global leasing business of air freight Unit
Load Device (ULD) and provider of ancillary equipment and services,
headquartered in the USA and with a large presence in the
Netherlands. It operates in over 50 airport locations globally
across North America, Europe and Asia with a fleet of approximately
73,000 ULDs. ULDs are essential to the movement of air cargo
globally; due to the asymmetric nature of global trade flows, ULDs
pose a logistical challenge for airlines which ACL Airshop helps to
resolve. Through internal sourcing via Astatine and investing
alongside management, AF4 was able to make the investment at what
Astatine considers to be an attractive price against comparable
specialty leasing and pooled equipment transactions.
BTR
BTR operates a diversified fleet of nearly 700 vehicles across a
"virtual" partner network that includes around 50 locations
throughout North America. The company provides asset-heavy exposure
to the US waste management sector, and offers multiple sources of
growth including population & GDP, rental model penetration,
and expansion into adjacent sectors. It has a diverse base of
corporate, municipal and independent customers. Residential and
municipal demand is resilient, while some demand such as
construction-related use is cyclical, and any COVID-19 related
declines in Q2-3 2020 were temporary. The business has demonstrated
consistent growth (over 20 per cent. revenue CAGR 2017-2021),
strong EBITDA margins and cash conversion.
Everfast Fiber Networks
Everfast Fiber Networks is a US single market carve-out of a 100
per cent. owned network located in Kansas City from Consolidated
Communications. It offers high speed data/internet, network access,
voice, and video/ cable TV services. Everfast Fiber Networks has
around 13,000 consumer data subscribers, and around 2,000
small/medium enterprise customers across several industries. It
owns 5,000km of broadband and passes 138,000 households and 14,000
businesses, while being located in a top 30 metro area of the US
with highly attractive demographics.
In addition to the initial Portfolio Investments in ACL Airshop,
BTR and Everfast Fiber Networks that the Company would acquire
through its conditional commitment to AF4, Astatine and the Company
are evaluating potential co-investment opportunities in these three
assets with an aggregate equity opportunity for the Group of
US$55.0 million (GBP47.8 million) (1,4) .
Astatine has identified a number of further infrastructure
investment opportunities in its three target Key Sectors. These are
well suited to the Company's Investment Objective and Investment
Policy, and the Investment Manager is undertaking due diligence on,
or is in discussions for the Company to participate in, a number of
these opportunities. The total equity opportunity for the Company
in these Pipeline Assets is equal to approximately GBP441.3
million(1,4) , across eight investments, and when added to the
Initial Assets is equal to approximately GBP539.8 million(1,4)
.
Category Opportunity Location Sector Description Amount
(1,4)
Initial Everfast US Digital Carve out of fibre
Asset network GBP21.4m
Initial BTR US Utility-Related Provider of specialty
Asset vehicles GBP51.0m
Initial ACL Airshop Global Transportation Global airfreight
Asset logistics GBP26.1m
Total Initial GBP98.5m
Assets
Pipeline Opportunity U.S. Digital Small-cell digital
A infrastructure GBP58.8m
Pipeline Opportunity U.K. Utility-Related Energy metering
B GBP58.8m
Pipeline Opportunity U.K. Utility-Related Essential welfare
C solutions GBP58.8m
Pipeline Opportunity E.U. Digital Fibre network
D GBP58.8m
Pipeline Opportunity U.S. Digital Data centres
E GBP49.4m
Pipeline Opportunity U.K. Utility-Related Waste processing
F GBP58.8m
Pipeline Opportunity U.K. Digital Data centres
G GBP58.8m
Pipeline Opportunity U.S. Digital Fibre network
H GBP39.1m
Total Pipeline GBP441.3m
Total Opportunity GBP539.8m
Richard Morse, Chairman of the Company, commented :
"In the current market, we believe investors will be seeking to
diversify their infrastructure exposure into assets that can
provide an attractive total return beyond that delivered by core
infrastructure. The Company's core-plus strategy provides investors
with the opportunity to access a global and diversified
infrastructure portfolio, allocated by an experienced manager, that
can deliver both growth and a reliable source of income. The direct
and active investment approach adopted by the investment team
facilitates control over operational levers and investment
decisions while the focus on cashflows and inflation linkage
supports the defensive investment strategy well suited to the
macro-economic environment."
Andrew Bishop, Co-Managing Partner Astatine Advisers, the
Company Investment Manager commented:
"We are delighted to offer investors the opportunity to invest
in the Company, a mid-market core-plus infrastructure offering,
that benefits from our long-term investment experience in North
America and Europe since 2005, including mid-market focused
investments since 2014. Within this asset class, we have selected
three key sectors on which to focus, Transport & Logistics,
Utility Related and Digital Infrastructure, providing a compelling
risk adjusted return over the long term and accessing key enduring
investment themes of digitalisation, efficient movement of goods
and the provision of essential services. We believe this focussed
approach to key attractive sectors will provide compelling risk
adjusted returns over the long term."
Terms used in this announcement shall, unless the context
otherwise requires, bear the meanings given to them in the
Prospectus expected to be published in due course, and which will
be available on the Company's website at https://www.at85-plc.com
.
Dealing Codes
The dealing codes for the Ordinary Shares will be as
follows:
ISIN: GB00BQH7Y258
SEDOL: BQH7Y25
TIDM: AT85
Notes:
(1) Pipeline and Initial Assets are valued in terms of equity
required and are based on currency exchange rates of GBP1:$1.1496,
GBP1:EUR1.1626 and EUR1:$0.9888 as at 31 October 2022.
(2) Return information shown here is for the period commencing
on the first acquisition of the investment by an Astatine Managed
Fund in February 2014 and ending on and including 30 June 2022.
Past performance is not necessarily indicative of future results,
and there can be no assurance the Company will achieve similar
results. The returns indicated in past performance information do
not reflect actual returns achieved by a particular investor, and
cover those mid-market infrastructure investments managed by
Astatine during that period that are consistent with the Company's
Investment Policy. These investments were made by a number of
different funds and separate managed accounts managed by Astatine
and were not managed as a single portfolio. Please refer to the
section later in this announcement under Important Information for
details of how Astatine's track record information has been
calculated.
(3) The total return targets and dividend policy are targets and
are not forecasts or projections. There can be no assurance that
the Company will meet its targets or that it will deliver any
returns at all.
(4) Investment amounts assumes an initial Issue size of GBP300m
and that no other investors are admitted to AF4 at the same time as
or after the Company.
For further information please contact:
Astatine Advisors
Andrew Bishop
Tani Burge 020 7101 2500
Winterflood Securities Limited 020 3100 0000
Darren Willis (Corporate Sales)
Andrew Marshall (Corporate Sales)
Innes Urquhart (Corporate Sales)
Hugh Middleton (Corporate Sales)
Neil Langford (Corporate Finance)
Buchanan (Financial PR) 020 7466 5000
Charles Ryland at85@buchanan.uk.com
Henry Wilson
George Beale
Further information on the Company
Investment Objective
The Company will seek to generate attractive total returns (on a
risk adjusted basis) for Shareholders over the longer term,
comprising capital growth and a progressive dividend, through
investment primarily in core-plus mid-market infrastructure and
infrastructure-related investment opportunities globally.
Investment Policy
The Company will invest in a diversified portfolio of
investments in core-plus infrastructure and related services and
assets, primarily within the Transport and Logistics,
Utility-Related and Digital Infrastructure sectors.
The Company considers "core-plus" infrastructure to be
infrastructure investments that have the potential for both growth
and income rather than infrastructure investments that focus
primarily on income (which the Company considers to be "core"
infrastructure) or primarily on growth (which the Company considers
to be "value-add" infrastructure).
The Company will seek to invest in mid-market infrastructure
investments, which the Company defines as being investments by the
Company of up to GBP200 million in infrastructure investments with
enterprise values of up to GBP1 billion. The Company may invest in
infrastructure investments outside of these parameters, subject to
the Investment Restrictions below.
Infrastructure assets in which the Group invests are referred to
as "Portfolio Investments" and include, where the context so
requires, an acquisition by the Company or its Group of an
investment as a limited partner or other investor in an Astatine
Managed Fund, as defined below.
Direct and Indirect Investments
There are no restrictions on the type, legal form or structure
of the Company's investments or on the level of control the Company
obtains with respect to any Portfolio Investment (although the
Company intends that its equity investments will be structured or
governed in such a way that it and/or Astatine has the right to
exercise significant influence over Portfolio Investments).
Portfolio Investments could include (without limitation) share
capital, partnership equity, partnership loans, membership
interests, trust units, shareholder loans, interests with
equity-like characteristics, and/or debt interests of any tranche
in or to any entities or undertakings, and may be made directly or
through holding companies or any other structures that give the
Company an investment exposure to assets.
The Company intends to invest up to 20 per cent. of its assets
in funds managed by Astatine that invest in core-plus mid-market
infrastructure or infrastructure-related investments.
A fund, vehicle or separate account sponsored, established,
advised and/ or managed from time to time by Astatine or any of its
affiliates to make one or more investments (but excluding any such
fund or other investment vehicle established for the purpose of
holding, effecting or implementing a Co-investment or Direct
Investment by the Group) is an "Astatine Managed Fund".
Astatine may make available, at any time and in any amount, the
opportunity for the Company to invest alongside Astatine Managed
Funds as part of a consortium of investors, or as a co-investor,
including where such co-investment is by way of a partial purchase
of Portfolio Investments from Astatine Managed Funds.
The Company may also make direct investments, either on its own
or alongside third-party partners.
Investment Restrictions
The Company will invest and manage its assets with the objective
of spreading risk and, in doing so, will be subject to the
following investment restrictions, which will be measured at the
time of investment:
-- no single Portfolio Investment will represent more than 20 per cent. of Gross Asset Value;
-- no more than 20 per cent of Gross Asset Value will be
invested in or committed, in aggregate, to Astatine Managed
Funds;
-- no more than 75 per cent. of Gross Asset Value will be
invested in undertakings operating principally in the United States
and Canada;
-- no more than 75 per cent. of Gross Asset Value will be
invested in undertakings operating principally in the United
Kingdom and the EEA;
-- no more than 20 per cent. of Gross Asset Value will be
invested in undertakings operating principally in any jurisdiction
outside of the United States, Canada, the United Kingdom and the
EEA;
-- the Company may not make an investment which would cause more
than 50 per cent. of Gross Asset Value to be invested in any one of
the three key sectors targeted by the Company (being Transport
& Logistics, Utility-Related and Digital Infrastructure, the
"Key Sectors");
-- no more than 10 per cent. of Gross Asset Value will be
invested in Portfolio Investments which are not in one of the Key
Sectors; and
-- the Company will exclude or limit investments in undertakings
involved principally in gathering, treating, processing,
stabilising, fractionating, transporting, distributing, refining or
storing hydrocarbons used as a fuel source (including natural gas,
natural gas liquids, condensate, crude oil and refined products)
(each an "Excluded Service"). This exclusion will not apply to
Portfolio Investments in undertakings whose principal operations
involve activities that are not Excluded Services but that
nonetheless provide Excluded Services, provided that no more than
15 per cent. of any such undertaking's total revenues are derived
from the provision of such Excluded Services.
The investment limits detailed above will apply to the Group as
a whole on a look-through basis. In particular, the Company will
look through Astatine Managed Funds, intermediate holding entities
and special purpose vehicles to the Group's proportionate interest
in the underlying assets when applying the investment limits.
However, without prejudice to the limit on the amount of the
Company's Gross Asset Value that can be invested in Astatine
Managed Funds, the investments held by the Group in Astatine
Managed Funds or holding entities will not themselves be subject to
the investment limits above.
The Gross Asset Value used for the most recently published Net
Asset Value will be used for the purposes of calculating the
application of the investment restrictions, unless the Directors
believe that such valuation materially misrepresents the values of
the Group's interests at the time of the relevant acquisition, in
which case the Directors will use an adjusted proforma Net Asset
Value. The Group will not be required to dispose of any investment
or to rebalance its portfolio as a result of a change in the
respective valuations of its investments.
Co-investments by the Group alongside an Astatine Managed Fund,
even where made through a pooled investment vehicle which is
managed or advised by Astatine, will not constitute an investment
in an Astatine Managed Fund and will therefore not count towards
the limit of 20 per cent. of Gross Asset Value that can be invested
in Astatine Managed Funds.
Borrowing
The Group may borrow money, provide guarantees and incur
obligations in respect of other extensions of credit, on a secured
or unsecured basis, for any purpose including for working capital
and other corporate purposes, in connection with its investment
activities, to pay fees and expenses and/or to provide guarantees
and other credit support to or for the benefit of one or more
Portfolio Investments and/or other vehicles or entities in or
alongside which the Company invests.
The Group's borrowing may not exceed 25 per cent. of the
Company's Gross Asset Value at the time of borrowing. This
restriction will be applied on a look-through basis with respect to
the Company's rateable share of any fund-level borrowing by any
Astatine Managed Fund (such as a credit subscription facility) in
which the Company invests. It will not be applied on a look-through
basis below any special purpose holding or other vehicle or fund
through which the Company invests. Intra-Group indebtedness will
not be included in the calculation of the Group's indebtedness.
Debt may be secured with or without a charge over some or all of
the Group's assets.
Hedging and Derivatives
The Group's hedging strategy will focus on delivering steady NAV
growth. The Group may enter into hedging contracts (in particular
but without limitation, in respect of inflation, interest rate or
currency hedging) and other derivative contracts for the purposes
of efficient portfolio management. No hedging transactions will be
undertaken by the Group for speculative purposes. Derivatives may
from time to time be used by Astatine Managed Funds for investment
purposes solely to the extent permitted under their constitutional
documents, but the Company will be entitled to be excused from such
transactions.
The Company will aim to obtain downside protection against
currency risk associated with non-Sterling Portfolio Investments.
In all non-Sterling investments, the Company will apply a currency
risk adjustment, which will be incorporated into the investment
evaluation process. The adjustment will be based on the Investment
Manager's experience with fluctuations within currencies for its
existing investment portfolio, thereby creating a cushion to absorb
against fundamental currency shocks and maintain targeted
investment returns in Sterling, although investors should note that
not all movements can be or will be protected against. The Company
will also adopt a hedging programme to absorb short-term volatility
in currency movements on projected cashflows and dividends.
It is intended that all hedging policies of the Group be
reviewed by the Directors on a regular basis to ensure that the
risks associated with the Group's investments are being
appropriately managed.
Continuation Votes
Shareholders will have the opportunity to vote on the
continuation of the Company at the annual general meeting of the
Company in 2028 and at every fifth annual general meeting
thereafter. If an Ordinary Resolution to continue the Company is
not passed at any such annual general meeting, the Directors shall
draw up proposals for the reorganisation or reconstruction of the
Company for consideration by the Shareholders at a general meeting
to be convened by the Directors for a date not more than six months
after the date of the annual general meeting at which such ordinary
resolution was not passed.
The Board
Richard Morse, Chair
Richard Morse has more than 30 years' experience in the energy,
environmental and regulated infrastructure sectors, as well as a
strong track record in investment company governance. He is a
partner in the sustainable energy practice at Opus Corporate
Finance. Among his other board appointments, he is a non-executive
director of The Renewables Infrastructure Group (TRIG, of which he
recently became Chairman), Deputy Chairman and Chairman of the
Audit & Finance Committee of Bazalgette Tunnel Limited
(Tideway), Chairman of The Woodard Corporation, and a non-executive
Director of the Heathrow Southern Railway. Richard was Chair of
JLEN Environmental Assets Group from its IPO in 2014 to 2022. He
previously held executive roles as a partner at Greenhill & Co,
Head of European Utilities & Energy at Goldman Sachs in London,
and Deputy Head of Corporate Finance and Head of Utilities &
Energy at Dresdner Kleinwort Wasserstein. Richard has also held
public sector roles having been the Deputy Director General of
Ofgem and a Senior Advisor to the Department of Energy &
Climate Change (now BEIS).
Mirva Anttila, Non-Executive Director
Mirva Anttila has invested in infrastructure for over 15 years
and from early on her focus has been on funds and projects that
benefit from technological advances and take sustainable investing
seriously. She started her early career as an industry analyst at
Nokia's strategic planning and McGraw Hill's telecommunications
subsidiary, after which she moved to CIBC Capital Markets and then
Danske Securities as a director, selecting technology and
telecommunications securities for institutional investors in North
America and Europe. She was rated as an "All-Star Analyst" among
hundreds of sell-side analysts in the US by Zacks Investment
Research.
She then became a partner at a New York-based family office,
initially to invest in technology securities but later expanding
the office's investments to alternative investments, including
infrastructure and private equity. In 2016 she joined FIM, a
Finnish asset management firm, as Head of Alternative Investments
to build the firm's alternative investment platform. She recently
moved to House of Reach, a Swedish fund distribution and business
development firm, as a senior advisor on alternative
investments.
Jessamy Gallagher, Senior Independent Director
Jessamy Gallagher is a senior adviser in the infrastructure and
energy space with an expertise in M&A and an in-depth knowledge
of legal, regulatory and governance issues. She qualified as a
lawyer in Sydney, relocating to London in 2001 with Linklaters LLP,
where she became a partner in the Corporate team in 2008. She is
Global Co-Head of the Infrastructure Sector at Linklaters, a
position which she has held since 2010. Jessamy regularly advises a
wide range of global infrastructure investors, including pension
funds, infrastructure and fund manager clients, as well as a number
of FTSE listed clients, on their most significant transactions in
the energy and infrastructure sector. In recent years, she has
advised National Grid on the divestment of its gas distribution
business, Cadent, and Arqiva on the sale of its UK mobile towers
business. Jessamy served as a member of the Linklaters' Partnership
Board, the firm's non-executive governance body, between 2016 and
2018 and, since 2018, has held an executive position as Global Head
of Clients and Sectors and sits on the Linklaters' Global Executive
Committee in that capacity.
Julia Goh, Non-Executive Director
Julia Goh has over 25 years of broad-based financial services
experience in London. She was a Managing Director at Barclays
Investment Bank from 2010-2018 in various senior front office
positions including as Chief Operating Office of Global Markets,
and was also Chair of the Barclays Women's Initiative Network.
Prior to that, she was a Managing Director and the Global Head of
Prime Services Risk at Credit Suisse for 11 years. Julia started
her Markets career at Nomura International as a risk manager. A
Singaporean, she came to London in 1987 for her BSc at the LSE,
followed by 5 years with PWC in corporate tax, qualifying as a
chartered accountant before obtaining her MSc in Quantitative
Finance. Julia has significant senior front-office experience with
specific expertise in Markets (Sales &Trading), Hedge Funds,
Structured Products, Risk Management and Internal Controls,
especially at times of business transformations and change. She is
a nonexecutive director and the Audit and Risk Committee chair of
Schroder AsiaPacific Fund plc, an independent non-executive
director and member of the investment and origination committee of
Pension Insurance Corporation plc and also of its parent company,
Pension Insurance Corporation Group, a director of the charity
Children of the Mekong and is board advisor of the Handbag
Clinic.
The Investment Manager
The Company has appointed Astatine Advisors LLC (the "Investment
Manager") as the Company's investment manager pursuant to the
Investment Management Agreement, under which it is responsible for
the overall management of the Company's investment portfolio and
compliance with the Investment Policy, undertaking risk management
and providing other typical alternative investment fund management
services to the Company.
Astatine was formed in 2005 as Alinda Capital Partners and views
itself as one of the most experienced investment firms in
infrastructure. As Alinda Capital Partners, Astatine established
one of the first infrastructure funds in the United States and was
a pioneer in introducing the infrastructure asset class to the
investment industry globally. It changed its name in 2022 to
Astatine Investment Partners, to reflect the shift from its origins
as a large-cap, core-focussed manager to its focus from 2014
onwards on the mid-market, core-plus space.
Cumulatively, through its funds and accounts, Astatine has made
$13 billion of equity investments in infrastructure businesses in
North America and Europe since 2005.
Since its inception, Astatine has invested in 30 infrastructure
businesses. Businesses now or previously owned by Astatine's funds
and accounts have operated in all 50 states in the United States,
as well as in Canada and in Europe (including the UK). They serve
over 100 million customers annually in more than 550 cities
globally, and are run by a workforce of over 80,000 people.
Astatine currently comprises 27 professionals based in its
Greenwich (Connecticut) and London offices. Its senior team have
had over 10 years working together at Astatine (and formerly
Alinda).
Andrew G.P. Bishop - Managing Partner
Andrew Bishop has 25 years of experience in infrastructure. He
is Co-Managing Partner and Chief Operating Officer of Astatine. He
is a member of the investment committees of Astatine's three
private funds, including AF4, and he serves on the boards of
directors of several Astatine fund portfolio companies. He joined
Astatine as a Managing Director in 2012 and became Head of Sourcing
in Europe and Head of Astatine's European business. He was named a
Partner in 2014 and was appointed Managing Partner in January 2020.
Prior to joining Astatine, he was a Managing Director in
Infrastructure, Utilities and Natural Resources investment banking
at Goldman Sachs in London.
James M. Metcalfe - Managing Partner
Jim Metcalfe has over 30 years of experience in infrastructure.
He is Co-Managing Partner and Chief Executive Officer of Astatine,
and he is also Head of Global Investments, responsible for
sourcing, acquiring and adding value to investments globally. He
also leads Astatine's investments in digital infrastructure
globally and is responsible for investments in utility-related
infrastructure in North America. He is a member of the Investment
Committees of three Astatine funds and he serves on the boards of
directors of several portfolio companies. Prior to joining Astatine
in 2011 he was Managing Director and Global Head of Power and
Utilities at UBS. He was previously head of power mergers and
acquisitions at Lehman Brothers and head of power and utilities
mergers and acquisitions at JP Morgan in New York.
Ben Catt - Partner, Head of European Investments
Ben Catt is a Partner and Head of European Investments. He
joined Astatine after spending over a decade at Evercore, where
most recently he was Senior Managing Director and Co-Head of the
Utilities, Infrastructure and Transport Group at Evercore, across
Europe and Asia. Ben advised Astatine on a number of occasions,
including on the take-private of Energy Assets Group and the sale
of South Staffordshire Water Group to KKR. He has advised several
other leading global infrastructure investors during his 20-year
investment banking career including 3i Infrastructure, Antin,
CPPIB, GIC, Goldman Sachs, I Squared Capital, JPM, KKR, Macquarie,
Q-Super, OMERS, OTPP and USS.
Joe Kelleher - Partner, General Counsel
Joe is a Partner and is the General Counsel of Astatine. He
provides Astatine and its funds with legal advice and related
commercial analysis, including advice on investment structures. He
has over 30 years of infrastructure experience, both as a lawyer
and an engineer. He has worked at Astatine since 2007 and was named
a Partner in 2014. Prior to joining Astatine, he held various
positions in the General Counsel's Office at Citigroup, most
recently serving as Head of the North American Corporate Finance
Legal Team.
Franklin Pray - Partner, Head of Global Equipment Leasing
Frank is Astatine's Head of Global Equipment Leasing. Prior to
joining Astatine, he served as Chief Executive Officer and
President at Intrepid Aviation Group Holdings LLC, a private
equity-sponsored business, which he restructured and repositioned
the business with a new origination and funding strategy and
developed a commercial aircraft leasing portfolio with over $3
billion in assets. Prior to this, he served as the President and
Chief Executive Officer of AWAS Aviation Capital Ltd, another
private equity-sponsored business. He led the restructuring of the
company and the acquisition of Pegasus Aviation Finance Company,
creating one of the industry's top three commercial aircraft
operating lessors, with over $6 billion in assets.
Tani Burge - Managing Director, Head of Client & Investor
Solutions
Tani is Head of Client and Investor Solutions. She focuses on
the evolving needs of investors, across funds, co-investments and
SMAs. She also sits on the board of one of Astatine's portfolio
companies. Prior to joining Astatine in 2018, she worked as an
attorney in Linklaters' Hong Kong & London offices, and in
Linklaters' London office on a business secondment for the Chairman
of Linklaters. In this role, she was responsible for strategy
development and implementation, client relationship management and
partnership board governance. She is a qualified lawyer in
Australia and Hong Kong and holds Bachelor of Laws (Honours) and
Bachelor of Asian Studies degrees from the Australian National
University.
Jason Levy - Managing Director
Jason has over 12 years of infrastructure experience and is a
member of the Global Investments team. He has worked for Astatine
since 2015. Prior to Astatine, he was an Associate at GE Energy
Financial Services, specifically in the Power and Natural Resources
groups. He previously was an intern at Warburg Pincus and an
investment banking analyst at Wachovia Securities and Wells Fargo.
He has a BBA from Baruch College in New York and an MBA from
Columbia Business School.
Christopher Reid - Managing Director
Chris has 12 years of experience in infrastructure and is a
member of the Global Investments team. Prior to joining Astatine in
2012, he was an analyst in the industrials group at Deutsche Bank.
He has also worked in the special opportunities group at MSD
Capital in New York. He has a B.A. from Yale University.
Dado Slezak - Managing Director
Dado has 7 years of corporate finance experience and is a member
of the Global Investments team. Prior to joining Astatine in 2018,
he was Assistant Vice President at Brookfield Asset Management
where he focused on Global REITs, Real Assets, and
Telecommunication Infrastructure. He previously worked in strategy
consulting. He has an MBA from Northwestern's Kellogg School of
Management and an MPA from Harvard University.
Zachary S. Stanton - Chief Risk Officer
Zachary Stanton has over 20 years of infrastructure experience.
Prior to becoming Chief Risk Officer, he was a senior manager in
the Portfolio Management Group, and he also served as Astatine's
Chief Financial Officer for three years. Prior to joining Astatine
in 2011, he was a director at Kroll Zolfo Cooper LLC in its
corporate advisory and restructuring group in New York. He
previously worked at Chanin Capital Partners, NewPower Holdings,
and Deloitte & Touche, also in New York.
Patricia Burnell - Director, Head of ESG, Chief of Staff Global
Investments
Tricia is a senior member of Astatine's Global Investments team,
and she is Chief of Staff for Global Investments. Prior to joining
Astatine in 2012, she worked at Morgan Stanley in New York as a
vice president in the Financial Sponsor (private equity) coverage
group in Investment Banking, and was chief operating officer for
the Global Leveraged Finance/High Yield Capital Markets group. She
previously worked at Credit Suisse in investment banking in
Australia and at Goldman Sachs in New York. She graduated with a
Bachelor of Science in Business Administration degree (magna cum
laude) from Georgetown University in Washington, D.C., and she
received an M.B.A. degree from Stanford University, Palo Alto,
California. She also worked as an Intern at The White House.
Lubna Rehman - Director, Chief Financial Officer
Lubna is the Chief Financial Officer of Astatine and is
responsible for all accounting, tax, finance and financial
reporting functions for Astatine's funds and accounts. She has over
20 years of experience in accounting, audit, finance and
administration, and she has been at Astatine since 2009. As CFO,
Lubna is a non-voting member of the Investment Committees of AF2,
AF3 and ATA. Prior to joining Astatine, she was a senior auditor
for PricewaterhouseCoopers LLP. She has a B.A. in Accounting and
Economics from City University of New York and is a Certified
Public Accountant.
Investment Management Fee Arrangements
Investment Management Fee
Under the terms of the Investment Management Agreement, the
Investment Manager will be entitled to an annual tiered fee of 1
per cent. on the lesser of the Group's NAV and its market
capitalisation up to and including GBP500 million, 0.9 per cent. on
NAV (or if lower, market capitalisation) above GBP500 million up to
and including GBP1 billion, and 0.8 per cent. on NAV (or if lower,
market capitalisation) above GBP1 billion, exclusive of VAT (the
"Management Fee"). However, no Management Fee will be payable on
uninvested cash until at least 100 per cent. of the Net Initial
Proceeds (less an amount for working capital not exceeding GBP3
million) have been invested or committed for investment.
No Management Fee on Investments by the Company in Astatine
Managed Funds
To prevent a management fee being charged twice on the same
assets under management, the Investment Management Agreement
provides that no management fees will be paid to any member of the
Astatine group by or for the account of the Company with respect to
AF4 or any other Astatine Managed Fund.
No Carried Interest or Performance Fee
The Investment Manager does not charge any performance fee to
the Company and does not have any carried interest, incentive
allocation or similar arrangement in the Company. Pursuant to the
Investment Management Agreement, Astatine has agreed that the
Company will not be charged any carried interest or similar
performance fee on any direct investments made by the Company or on
any co-investments made by the Company with AF4 or any other
Astatine Managed Fund.
Under the AF4 Limited Partnership Agreement, the General Partner
of AF4 is ordinarily entitled to a carried interest in AF4, which
is a share of the profits realised on the disposal of investments
of AF4 as an incentive to maximise performance of AF4. In light of
the expected overall relationship and investment management
arrangements covering the Company and its participation as an
investor in AF4 and other Astatine Managed Funds, Astatine and the
Investment Manager have agreed in the Investment Management
Agreement that the Company's interest in AF4 and any subsequent
Astatine Managed Fund in which the Company invests will not bear
carried interest.
Payment of the Investment Management Fee in Shares
The Investment Manager will receive 15 per cent. of its
Management Fee in any quarterly period in Ordinary Shares in lieu
of receiving a cash payment of such portion (subject to certain
regulatory and other limitations).
ESG Focus
The Company has adopted Astatine's environmental, social and
governance ("ESG") policies and integrates ESG considerations
throughout the lifecycles of all its Portfolio Investments. These
form the core of Astatine's (and the Company's) ESG efforts, and
guide Astatine's investment professionals and consultants and the
Board in the evaluation and management of ESG matters. In addition,
the Company will comply with the AIC Code in respect of corporate
governance(5) .
Astatine has been a pioneer in ESG stewardship in the global
infrastructure fund space, and has been giving robust management
engagement and reporting transparency via the GRESB Infrastructure
Asset and Fund assessments since their inception in 2016.
Astatine's head of ESG, Tricia Burnell, was appointed to the GRESB
Infrastructure Benchmark Committee, to help set standards for and
shape the future of ESG reporting in the infrastructure space.
Integrated : ESG topics are considered by Astatine and its
investment committees throughout the investment process, beginning
with transaction screening and due diligence and continuing through
the life of the investment.
Stewardship : Astatine's policy requires ESG oversight at the
Portfolio Investment board level wherever possible and Astatine
works directly with senior management to develop effective ESG
programmes.
Involved : In addition to its role with GRESB, Astatine is a
signatory to the United Nation's Principles for Responsible
Investment (PRI) and a supporter of the Taskforce on
Climate-related Financial Disclosures (TCFD).
Effective : Astatine obtained a GRESB Infrastructure Management
score of 29/30 for AF2 and 27/30 for AF3 in 2022 (no score having
been provided yet for AF4). Five Astatine managed assets (out of
the 10 assets managed by Astatine that were eligible to participate
in the assessment) achieved GRESB 4-star or 5-star ratings in 2022.
Astatine also received a 4-star rating and a Direct Infra
investment score of 83/100 from UN PRI in the most recent
assessment, the first ratings released by UN PRI since 2020.
All Astatine investment professionals know that it is their
responsibility to report to the Investment Committee on a monthly
basis on the ESG KPIs and initiatives for their respective
portfolio companies. For example, under Astatine ownership, Kelling
Group (an AF3 portfolio company) has developed an eco-friendly
mobile welfare accommodation on the market, typically for use on
construction sites. Kelling worked with their suppliers to install
solar panels on the roof, lithium hybrid lighting technology,
rainwater harvesting and telemetry to track emissions. Their
consultant estimated that using 100 of these eco-friendly units as
opposed to conventional static equipment would save over 1,200
tonnes of Co2 emissions per year, which is equivalent to keeping 36
heavy goods vehicles off the road.
Astatine's focus is on driving incremental improvement at each
portfolio company and creating metrics by which it can track
progress, year on year. Typically, at point of acquisition, many
mid-market portfolio companies do not have processes in place to
track metrics such as Scope 1, 2 and 3 emissions data, or measure
things like diversity. Astatine believes that if portfolio company
management teams know that ESG is a priority for Astatine, it will
then become a reporting priority for them. The message has to come
from the top.
ESG reporting is contained in all annual and more regular
reporting for Astatine Managed Funds, including the Company.
(5) The ESG scores and awards described above are designed by
GRESB and UN PRI to recognise certain management, investment,
reporting and performance criteria. Details of the relevant
criteria and the assessment process can be found at gresb.com and
www.unpri.org/reporting-and-assessment/how-investors-are-assessed-on-their-reporting/3066.article
. Other similar awarding bodies may offer scores or awards for ESG
matters that recognise different criteria or may take a different
view in respect of Astatine's satisfaction of certain criteria, and
therefore may disagree with the awards and scores described above
and may overall have a less positive view of Astatine's compliance
with ESG standards. Other investments by Astatine Managed Funds
have obtained a GRESB score of less than 5 stars. Astatine pays an
annual membership fee in connection with its involvement in GRESB
and to be a signatory of UN PRI but did not pay any fee for the
GRESB or UN PRI scores and awards described above.
IMPORTANT INFORMATION
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by Astatine Capital Partners LLP on 18 November 2022
solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 (as amended). Astatine Capital
Partners LLP is authorised and regulated by the Financial Conduct
Authority with reference number 592250. No person has been
authorised to make any statement concerning the Company other than
as set forth in the Prospectus and any statements made that are not
contained therein may not be relied upon.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the Prospectus expected to be published by the Company
(and in any supplementary prospectus) and not in reliance on this
announcement. Copies of the Prospectus may, subject to any
applicable law, be obtained from the registered office of the
Company and will, in due course, be made available for viewing at
the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website. Neither the content of the Company's website,
nor the content on any website accessible from hyperlinks on its
website for any other website, is incorporated into, or forms part
of, this announcement nor, unless previously published by means of
an RIS announcement, should any such content be relied upon in
reaching a decision as to whether or not to acquire, continue to
hold, or dispose of, securities in the Company. This announcement
does not constitute, and may not be construed as, an offer to sell
or an invitation to purchase investments of any description or a
recommendation regarding the issue or the provision of investment
advice by any party. No information set out in this announcement is
intended to form the basis of any contract of sale, investment
decision or any decision to purchase shares in the Company.
Approval of the Prospectus by the FCA should not be understood as
an endorsement of the securities that are the subject of the
Prospectus. Potential investors are recommended to read the
Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with a
decision to invest in the Company's securities.
Winterflood Securities Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Company and for no-one else in
connection with the matters described in this announcement and will
not regard any other person (whether or not a recipient of the
Prospectus) as its client and will not be responsible to anyone for
providing the protections afforded to its clients or providing any
advice in relation to the matters contained herein.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This announcement is not an offer of securities for sale into the
United States. The shares 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 with any securities regulatory
authority of any state or other jurisdiction of the United States.
There will be no public offer of the shares of the Company in the
United States. The shares in the Company may not be offered, sold,
resold, transferred or delivered, directly or indirectly, within
the United States or to, or for the account or benefit of U.S.
Persons (as defined in Regulation S under the Securities Act
("Regulation S")). The Company has not been, and will not be,
registered under the U.S. Investment Company Act of 1940, as
amended (the "U.S. Investment Company Act"), and investors will not
be entitled to the benefits of that Act. No offer, purchase, sale
or transfer of the securities referred to herein may be made except
under circumstances which will not result in the Company being
required to register as an investment company under the U.S.
Investment Company Act.
Moreover, the shares of the Company have not been, nor will they
be, registered under the applicable securities laws of Australia,
Canada, the Republic of South Africa, Japan or any member state of
the EEA (other than any member state of the EEA where the Ordinary
Shares and/or C Shares are lawfully marketed). Subject to certain
exceptions, the shares of the Company may not be offered or sold in
the Australia, Canada, the Republic of South Africa, Japan or any
member state of the EEA (other than any member state of the EEA
where the Ordinary Shares and/or the C Shares are lawfully
marketed) or to, or for the account or benefit of, any national,
resident or citizen of, the United States, Australia, Canada, the
Republic of South Africa, Japan or any member state of the EEA. The
Initial Issue and any subsequent placing under the Issuance
Programme, and the distribution of this announcement, in certain
jurisdictions may be restricted by law and accordingly persons into
whose possession this announcement is received are required to
inform themselves about and to observe such restrictions.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Figures refer to past performance and past
performance should not be considered a reliable indicator of future
results. Returns may increase or decrease as a result of currency
fluctuations.
THIS ANNOUNCEMENT HAS BEEN PREPARED IN RESPECT OF A PROPOSED
OFFERING OF SHARES OF AT85 GLOBAL MID-MARKET INFRASTRUCTURE INCOME
PLC AND ADMISSION TO THE OFFICIAL LIST AND TO TRADING ON THE
PREMIUM SEGMENT OF THE LONDON STOCK EXCHANGE'S MAIN MARKET. ANY
DISCLOSURES WITH RESPECT TO ALINDA INFRASTRUCTURE FUND IV OR ANY
VEHICLE FORMING PART OF ALINDA INFRASTRUCTURE FUND IV ARE MADE FOR
UK REGULATORY PURPOSES ONLY AND NOTHING IN THIS ANNOUNCEMENT SHALL
CONSTITUTE AN OFFERING OR SOLICITATION OF INTERESTS IN ALINDA
INFRASTRUCTURE FUND IV IN ANY JURISDICTION.
The promotion of shares in the Company is restricted under the
UK Alternative Investment Fund Managers Regulations (SI 2013/1773)
as amended (the "UK AIFM Regulations") and the Alternative
Investment Fund Managers Directive 2011/61/EU (the "AIFM
Directive") and, consequently, information contained in this
announcement is only directed at persons to whom shares in the
Company may lawfully be marketed pursuant to the UK AIFM
Regulations or the AIFM Directive and relevant national
implementing legislation.
Forward looking statements
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "might", "will" or
"should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of
historical facts included in this announcement, including, without
limitation, those regarding the Company's financial position,
strategy, plans, proposed acquisitions and objectives, are
forward-looking statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance. Subject to their respective legal
and regulatory obligations (including under the Prospectus
Regulation Rules), the Company, the Investment Manager, and
Winterflood expressly disclaim any obligations or undertaking to
update or revise any forward-looking statements contained herein to
reflect any change in expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based unless required to do so by law or any
appropriate regulatory authority, including FSMA, the Prospectus
Regulation Rules, the Disclosure Guidance and Transparency Rules,
the Prospectus Regulation and MAR.
None of the Company, the Investment Manager, Winterflood, or any
of their respective affiliates, accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company or associated
companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents
or otherwise arising in connection therewith. The Company, the
Investment Manager, Winterflood, and their respective affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this announcement or its contents or otherwise arising in
connection therewith.
Target Returns for the Company
This announcement includes target returns for the Company,
including both the NAV Total Return target and the Company's
proposed dividend policy (together, the "target returns"). Both the
NAV Total Return and the dividend policy are targets and are not
forecasts or projections. Target returns for the Company are
presented on a "gross" basis only (i.e., prior to deduction for any
estimated management fees, Company expenses, transaction costs,
taxes, and other expenses borne by investors in the Company and
other vehicles (including, for example, taxes and expenses
attributable to any blocker corporations)). Target returns are
based on Astatine's beliefs and estimates regarding the returns
that may be achievable on future investments that the Company
intends to pursue, including assumptions regarding holding periods
and exit dates, amount and cost of leverage, and assumptions
regarding revenue and EBITDA growth rates, but by their nature they
are aspirational only. While target returns reflect Astatine's
experience with similar transactions, Astatine's management of the
Astatine Managed Funds, Astatine's knowledge of the infrastructure
industry, operating and growth improvements, and the assumption
that economic, market and other conditions will not deteriorate,
these target returns are not financial projections and do not take
into account the full range of historical data, assumptions and
other relevant criteria that would typically be included when
presenting a formal financial projection. These target returns are
not a guarantee, projection or prediction of performance, which is
dependent on a number of factors within and outside Astatine's
control, including upon Astatine's ability to identify future
investments, and execute on business plans and growth initiatives
for current and future investments. The Shares are intended to be
offered to sophisticated investors with prior investment experience
in similar investments, and accordingly target returns are provided
based on Astatine's understanding and expectation that target
returns are one of many factors that investors will weigh in
determining whether or not to make an investment in the Company. In
addition, Astatine will provide additional information upon request
to enable prospective Company investors to understand the risks and
limitations of using these target returns in making investment
decisions.
Astatine's Track Record and other Historical Performance
Information
This announcement includes past performance information which is
intended to illustrate Astatine's portfolio management process for
mid-market infrastructure investments, including value and growth
that Astatine believes is attributable to its portfolio management
process and the implementation of operational improvements.
Commencing with Alinda Infrastructure Fund III ("Fund III"),
Astatine has focused exclusively on mid-cap core-plus investing.
Certain Alinda Infrastructure Fund II ("Fund II") investments are
also classified as mid-cap core-plus, and performance of those
assets is included in certain historical information concerning
Astatine's mid-cap core-plus investing included in this
announcement. Astatine believes the past performance information
regarding Astatine's mid-cap core-plus investing is relevant to
prospective investors on the basis of the Company's proposed
investment policy and objective and the investment strategies
proposed to be followed by Astatine in respect of the Company. In
the case of Fund II mid-cap core-plus investments, performance
information included herein does not reflect the performance of
Fund II in its entirety. Recipients of this announcement may wish
to consider such performance in the context of Fund Il's aggregate
performance, and in such event Fund II aggregate portfolio
performance data will be furnished upon request. There is no
assurance that the Company will be able to obtain results that are
comparable to Astatine's past performance information. Past
performance information in this announcement has been calculated by
Astatine in accordance with its internal policies and neither the
calculations nor the assumptions underlying them have been reviewed
externally or audited.
Prospective investors should consider that (i) past performance
is not necessarily indicative of future results, (ii) the economic
and market conditions generally applicable during the periods in
which prior investments have been made may be materially different
from the economic and market conditions expected to be applicable
to the Company, which may impact the Company's results and its
ability to achieve the target returns or equal Astatine's past
performance, (iii) actual realised returns on unrealised
investments may differ materially from the returns set forth in
this document for a variety of reasons, and (iv) there can be no
assurance that the Company will achieve similar results or exit
multiples to those included in the past performance information. In
particular, prospective investors should consider past performance
information in light of the potential long-term effects of the
COVID-19 pandemic, Russia's invasion of Ukraine and recent economic
turbulence, including rising interest rates and inflation. Equity,
debt, lending and other financial markets have experienced
significant volatility and price declines recently and there is no
guarantee that this dislocation will not continue for a
considerable period, which may have a significant adverse effect on
the ability of the Company to achieve the target returns or to
achieve comparable results to the past performance information.
Past performance information contained in this announcement
relates only to the past performance of Astatine (originally formed
as Alinda Capital Partners and includes investments made under the
Alinda nomenclature) in respect of investments categorised by
Astatine as mid-market infrastructure and that Astatine believes is
related performance information in respect of the Company on the
basis of the Company's proposed investment policy and objective and
the investment strategies proposed to be followed by Astatine in
respect of the Company. The past performance information is not
indicative of all of Astatine's/Alinda's prior investments and are
not representative of the returns achieved by Astatine/Alinda as a
whole or any particular sponsored fund's performance as a whole.
Prospective investors should note that the past performance record
of Astatine/Alinda in respect of other investment activity may not
match the past performance information contained in this
announcement, in particular in respect of Astatine's (then Alinda)
investments in large-cap core infrastructure prior to its change of
focus to mid-cap infrastructure in 2014.
The past performance information included in this announcement
in respect of mid-market investments is being provided on an
aggregated basis in respect of investments made during the period
from February 2014 (when Astatine (then Alinda) switched its focus
to mid-cap opportunities) until 30 June 2022 (the "Mid-Market Track
Record Period"), where Astatine deployed in excess of US$3 billion
in a total of 19 mid-market infrastructure investments (the
"Mid-Market Investments"). The Mid-Market Investments were made by
a number of different funds and separate managed accounts managed
by Astatine and have not been managed as a single portfolio.
Astatine considers that the returns from the large cap investments
made prior to February 2014 are not comparable to the Company's
proposed investments. Details of the returns from Astatine's large
cap investments will be furnished upon request.
The value of the unrealised investments included in the
calculations of the Gross IRR and the Gross MOIC (as well as the
corresponding Net IRR and Net MOIC) are based on the valuation as
at 30 June 2022 determined in accordance with Astatine's internal
valuation policies and guidelines, which reflect a combination of
valuation methodologies, including a discounted cash flow analysis,
and are based on proceeds received and Astatine's own assumptions
regarding valuation. These valuations involve a significant degree
of judgment, taking into consideration a combination of internal
and external factors, including appropriate adjustments for the
risk of non-performance, lack of liquidity, comparable transactions
and other external events or developments affecting valuation.
While Astatine's valuations are based on assumptions that it
believes are reasonable under the circumstances, the actual
realised returns on unrealised investments will depend on a variety
of factors and uncertainties, which may differ from the assumptions
on which such valuations are based. Accordingly, the actual
realised returns on unrealised investments may differ materially
from the figures used to calculate the Gross IRR, the Net IRR, the
Gross MOIC and the Net MOIC. Further details on calculation will be
contained in the Prospectus to be published by the Company and
Astatine will furnish, upon request, further information regarding
the assumptions underlying Gross IRR, Net IRR, Gross MOIC and Net
MOIC, and further information regarding the risks and limitations
inherent in these projections.
The information on track record in this announcement reflects a
different mix of realised and unrealised investments that were made
during different economic cycles and in different macroeconomic
environments, which may, along with a variety of other factors,
render comparisons less meaningful. These investments may have
different structural features and target returns, may be of a
different type and may be larger than the investments that are made
(directly or indirectly) by the Company. In addition, these
investments have been financed in part through borrowing, which can
have the effect of increasing IRR and MOIC (gross and net) because
the use of borrowing can decrease or delay the amount treated as
being invested in the relevant investments for the purposes of the
calculations of the track record information.
The Mid-Market Investments track record is presented on both a
"gross" and a "net" basis. The gross basis does not reflect
management fees, "carried interest," certain taxes, transaction
costs and other expenses borne or to be borne by the relevant
investment vehicles (which may include expenses and taxes
attributable to any blocker corporations) that hold or held the
relevant investments (which may include expenses and taxes
attributable to any blocker corporations) or the investors in those
vehicles. The impact of these additional costs is to reduce actual
returns received by Astatine's investors, which reductions in the
aggregate are substantial. As the Mid-Market Investments were made
by a number of different funds and separate managed accounts which
were and are subject to different fees, "carried interests",
expenses and taxes, some of which will not apply to the Company, it
is not possible to show a true aggregated net track record
reflecting actual returns achieved by investors in those funds and
accounts that would also be meaningful to investors in the Company.
As such, the net performance information has been prepared by
Astatine on the basis of a hypothetical investment (and where
appropriate, divestment) by the Company in such investments, based
on terms similar to those expected for the Company and then
deducting management fee and other expenses from the aggregate
gross returns applicable to those investments. In particular, the
net track record disclosure assumes a management fee rate of 1 per
cent. applied to the fair market value (as a proxy for net asset
value). However, it also assumes that an expense ratio of 55 basis
points applies to the fair market value of the investments on a
quarterly basis, which reflects Astatine's estimate of the
historical expense ratio actually incurred. The Company will seek
to achieve a somewhat lower expense ratio but cannot provide any
assurance that it will achieve that objective. Astatine will
furnish upon request further information regarding the assumptions
that support these return calculations and further information
regarding the risks and limitations inherent in these
calculations.
The net track record disclosure has been prepared on the basis
that the Company was the only investor in the Mid-Market
Investments and had invested the same aggregate quantum that was
invested by the funds and accounts managed by Astatine in such
investments. Net cash flows are discounted as of their respective
dates to arrive at the Net IRR as of 30 June 2022. The Net MOIC is
calculated, as of 30 June 2022, as the sum of the fair value of
investments and all distributions made to date, divided by the
total "contributions" made for investments, fees and expenses.
The past performance information has been prepared in US dollars
(which is the currency in which most of the Mid-Market Investments
were made during the Mid-Market Track Record Period), and includes
the effects of movements in currency exchange rates (which if not
effectively hedged could be material) and, where applicable, the
cost and impact of related foreign currency options and hedging
arrangements entered into by Astatine. Mid-Market Investments that
were not realised by 30 June 2022 have been included in the track
record on the basis of their valuation as at 30 June 2022, with an
assumed amount in respect of fees, expenses and taxes of disposal.
As the past performance information is aggregated, it does not
reflect actual returns achieved by any particular investor.
References in this announcement to the experience of Astatine's
partners and members of the investment team (including, for
example, with respect to prior transactions in which such persons
have been involved) refer to the collective experience of such
persons and, in certain circumstances, may include their
experiences with other firms prior to joining Astatine. Prospective
investors should also bear in mind that some of the investment
professionals involved in Astatine's past investment activities
will not be involved in the investment activities of the Company
and there can be no assurance that any replacements thereof will be
able to achieve similar results with respect to the Company.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in nancial
instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID
II; (c) local implementing measures; and/or (d) (where applicable
to UK investors or UK rms) the relevant provisions of the UK MiFID
Laws (including the FCA's Product Intervention and Governance
Sourcebook (PROD)) (together the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the Shares have been
subject to a product approval process, which has determined that
such securities are: (i) compatible with an end target market of
retail investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate
nancial or other adviser) are capable of evaluating the merits and
risks of such an investment and who have suf cient resources to be
able to bear any losses that may result therefrom, and investors
who meet the criteria of professional clients and eligible
counterparties, each as de ned in MiFID II or the UK MiFID Laws (as
applicable) and who do not need a guaranteed income or capital
protection each as de
ned in MiFID II or the UK MiFID Laws; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II or the UK MiFID Laws, as applicable (the "Target Market
Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the Shares may decline and investors
could lose all or part of their investment; the Shares offer no
guaranteed income and no capital protection; and an investment in
the Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate nancial or other adviser) are
capable of evaluating the merits and risk of such an investment and
who have suf cient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Initial Issue. Furthermore, it is
noted that, notwithstanding any Target Market Assessment, Winter
ood will, pursuant to the Initial Placing and each Subsequent
Placing, only procure Placees who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or the UK MiFID Laws (as applicable);
or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Shares and determining
appropriate distribution channels.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ITFGZMMMNRVGZZM
(END) Dow Jones Newswires
November 21, 2022 02:00 ET (07:00 GMT)