GCP Sovereign Infrastructure Debt First Day of Dealings (7255V)

TIDMGULF

RNS Number : 7255V

GCP Sovereign Infrastructure Debt

19 December 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR TO US PERSONS.

For immediate release on 19 December 2013

GCP Sovereign Infrastructure Debt Limited (the "Company")

19 December 2013

FIRST DAY OF DEALINGS

Further to its Placing and Offer for Subscription, GCP Sovereign Infrastructure Debt Limited, the first GCC focused infrastructure investment company to be admitted to trading in London, is pleased to announce the commencement of dealings in its Shares at 08.00 am today on the London Stock Exchange (Specialist Fund Market).

The Shares will trade under the ticker "GULF" (ISIN: JE00BFPMFG60).

Highlights

 
 --   Applications were received for 125 million 
       Shares, raising aggregate gross proceeds 
       of U.S.$125 million at an issue price 
       of U.S.$1.00 per Share. 
 
 --   GCP Sovereign Infrastructure Debt Limited 
       invests in subordinated debt issued by 
       Sovereign-Backed infrastructure Project 
       Companies, their owners or their lenders 
       and assets with a similar economic effect, 
       primarily located in the GCC Region. 
       The Company will seek to be fully invested 
       within four to six months of Admission. 
       The Company will primarily seek exposure 
       to floating rate loans, issued in U.S.$, 
       where the coupon received will vary with, 
       and is periodically adjusted to reflect 
       changes in, a generally recognised base 
       interest rate, which is expected to be 
       primarily three month U.S.$ LIBOR. 
 
 --   The Company's investment objective is 
       to provide investors with regular, sustained, 
       long term distributions and to preserve 
       the capital value of its investment assets 
       over the long term. 
 
       Once fully invested, the Company will 
       target an annualised dividend yield of 
       the higher of: (i) 3 month U.S.$ LIBOR 
       plus 6 to 7 per cent.; and (ii) 7 per 
       cent. The Company will target an annualised 
       dividend yield of 5 per cent. in respect 
       of the financial period from Admission 
       to 31 December 2014. 
 
 --   Cenkos Securities plc is the lead bookrunner 
       and financial adviser. Exotix Partners 
       LLP (Dubai Branch) are co-bookrunners. 
 

Alex Ohlsson, Chairman of GCP Sovereign Infrastructure Debt Limited, commented:

"Following the successful IPO of GCP Sovereign Infrastructure Debt Limited the Board is wholly focused on delivering its investment objective to provide Shareholders with regular, sustainable, long-term distributions and to preserve the capital value of its investment assets over the long term. We look forward to working with the Investment Adviser and Asset Adviser in delivering this objective and growing the Company's asset base over time. Further, we would like to take this opportunity to confirm the board recognises the importance of protecting existing shareholders and consequently where the Company seeks to raise further monies through a further share issuance, it shall notify existing shareholders of such issuance to give them the opportunity to participate ahead of new investors."

Stephen Ellis, Partner at Gravis Capital Partners LLP, added:

"I am delighted with the enthusiasm shown by investors in supporting the IPO of GCP Sovereign Infrastructure Debt Limited, which will seek to replicate in the GCC Region the success of GCP Infrastructure Investments Limited in the UK. We believe that the Company will, through its focus on subordinated infrastructure debt in the GCC, offer investors the ability to access an asset class which should benefit from the Sovereign-Backing of creditworthy nations and floating rate characteristics, through a transparent, listed structure."

Phil Southwell, CEO of Exotix Partners, said:

"We have a solid pipeline of immediately actionable opportunities. We are considering investments across the GCC but the largest markets are currently Saudi Arabia and Abu Dhabi. We expect to assist the Company in fully deploying its initial capital within 4-6 months"

For further information please contact:

Gravis Capital Partners LLP

 
 Stephen Ellis    [e-mail]    020 7518 1495 
 Rollo Wright     [e-mail]     020 7518 1493 
 

Exotix Partners LLP

 
 Philip Southwell    [e-mail]    [phone] 
 

Cenkos Securities plc

 
                                             [phone] 
 Tom Scrivens        [e-mail]     1915 
                                             [phone] 
 Charlie Ricketts    [e-mail]     1910 
                                             [phone] 
 Dion Di Miceli      [e-mail]     1921 
 

Buchanan

 
                   [phone] 
 Charles Ryland     5000 
 Sophie McNulty 
 
 

About Gravis Capital Partners

Gravis Capital Partners LLP have been appointed as Investment Adviser to the Company. The partnership was formed in May 2008 with a view to developing a specialist infrastructure advisory boutique. This business model was amended to focus specifically on fund management, principally on providing fund management and financial expertise in income-generative, defensive sectors central to social and economic infrastructure. As at 30 November 2013, Gravis Capital Partners had total assets under management with a principal value of approximately GBP700 million, including GCP Infrastructure Investments Limited and GCP Student Living plc both of which are closed-ended investment companies traded on the London Stock Exchange.

Under the terms of the Investment Adviser Agreement the Investment Adviser is entitled to receive an investment advisory fee equal to: (i) 0.9 per cent. per annum of the prevailing Net Asset Value (net of cash holdings) up to U.S.$1 billion; and (ii) 0.75 per cent. per annum of the prevailing Net Asset Value (net of cash holdings) in excess of U.S.$1 billion. This fee is calculated and payable quarterly in arrears. The Investment Adviser may, at its discretion, enter into arrangements with certain investors pursuant to which it will rebate to such investors a proportion of its investment advisory fee.

The Investment Adviser may also receive an acquisition fee payable by the counterparty of up to 1.5 per cent. of the value of each asset at the time of its acquisition.

There are no performance fees payable.

About Exotix Partners

Exotix Partners have been appointed by Gravis Capital Partners as the Asset Adviser to identify and originate potential investments for the Company. Exotix is an expert in illiquid, emerging and frontier markets and investment banking. Established in 1999, with offices in London, New York and Dubai, Exotix advises on illiquid bonds and loans, equities, structured finance, asset management, research and capital raising in frontier markets. Winners of the EM Research Award for the Middle East (Emerging Markets Achievement Awards), Best Boutique Investment Bank in Africa (emeafinance Banking Awards) and the Most Innovative Boutique of the Year (The Banker Investment Banking Awards). Exotix also covers illiquid non-EM credit markets. Exotix is an independent business owned by its employees and Michael Spencer, CEO of ICAP plc, together with his family trusts. Visit www.exotix.co.uk for more information.

Rule 9 Waiver

The Company is subject to the City Code on Takeovers and Mergers (the "City Code") and therefore its Shareholders are entitled to the protections afforded by the City Code.

Under Rule 9 of the City Code, any person who acquires an interest (as defined under the City Code) in shares which, taken together with shares in which he is already interested and in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if any further interests in shares are acquired by any such person.

An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

For the purposes of the City Code, a concert party arises where persons acting in concert pursuant to an agreement or understanding (whether formal or informal) co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Control means an interest, or interests, in shares carrying in aggregate 30 per cent. or more of the voting rights of the company, irrespective of whether such interest or interests give de facto control. In addition, a company and its associated companies (for this purpose ownership or control of 20 per cent. or more of the equity share capital of a company is regarded as the test of associated company status) are presumed to be persons acting in concert under the City Code.

Osool Asset Management B.S.C. (C) (acting as manager for the Social Organization Pension fund of Bahrain) ("Osool") subscribed for 50 million Shares under the Issue and as at the date hereof owns in excess of 30 per cent. of the issued share capital of the Company. In such a case, Osool would normally be obliged to make a general offer, pursuant to Rule 9 of the City Code, to all other Shareholders to acquire their Shares. However, in this instance, the Panel on Takeovers and Mergers has agreed to waive the obligation to make a general offer that would otherwise arise as a result of the Issue.

Any further increase in Osool's aggregate interest in Shares will be subject to the provisions of Rule 9.

The distribution of this announcement and the Issue in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cenkos or Exotix Partners that would permit an offering of the Shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Cenkos or Exotix Partners to inform themselves about, and to observe, such restrictions.

No representation or warranty, express or implied, is made or given by or on behalf of the Company, Cenkos, Exotix Partners or the Investment Adviser or any of their respective directors, partners, officers, employees, agents or advisers or any other person (whether or not referred to in this announcement) as to the accuracy, completeness or fairness of the information contained herein and no responsibility or liability is accepted by any of them for any such information or opinions.

This announcement does not constitute or form part of, and should not be considered as, any offer for sale of subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, and Exotix, which is authorised and regulated in the DIFC by the Dubai Financial Services Authority, are acting for the Company and for no-one else in connection with the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Issue. None of the Bookrunners are responsible for the contents of this announcement. This does not limit or exclude any responsibilities which they may have under FSMA or the regulatory regime established thereunder or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable.

FCA-authorised firms conducting designated investment business with retail customers under COB Rules are reminded that securities admitted to trading on the Specialist Fund Market will be securities that may have characteristics such as: (i) variable levels of secondary market liquidity; (ii) sophisticated corporate structures; (iii) highly leveraged structures; and (iv) sophisticated investment propositions with concentrated risks, and are therefore intended for institutional, professional and highly knowledgeable investors. The Company and its advisers not subject to the COB Rules are responsible for compliance with equivalent conduct of business or point of sale rules in the jurisdiction in which they are based or in which they are marketing the securities concerned (if applicable).

Terms used in this announcement shall have the same meanings given to them in the prospectus of the Company which was published on 20 November 2013 (the "Prospectus") unless the context otherwise requires.

This information is provided by RNS

The company news service from the London Stock Exchange

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