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RNS
Tri-Pillar Infrastructure Fund Ltd  -     

IPO on the London Stock Exchange

Released 07:00 16-Nov-2017

RNS Number : 6410W
Tri-Pillar Infrastructure Fund Ltd
16 November 2017
 



16 November 2017

 

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 MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN THE UNITED KINGDOM, THE REPUBLIC OF IRELAND, LUXEMBOURG OR THE NETHERLANDS) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

 

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority ("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 a prospectus expected to be published shortly by Tri-Pillar Infrastructure Fund Ltd (and in any supplementary prospectus) (the "Prospectus") and not in reliance on this announcement.  When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and, subject to certain access restrictions, is available for inspection on the Company's website (www.tri-pillarinfra.com). 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.

 

Tri-Pillar Infrastructure Fund Ltd

(the "Company" or "Tri-Pillar Infrastructure Fund")

IPO on the London Stock Exchange

Intention to raise £200 million

Tri-Pillar Infrastructure Fund today announces its intention to list on the London Stock Exchange.

Tri-Pillar Infrastructure Fund will target an issue of £200 million1 of ordinary shares ("Shares") by means of a placing, offer for subscription and intermediaries offer of Shares (the "Issue"). The Company will be making an application for its ordinary shares to be admitted to listing on the premium segment of the Official List of the  FCA and to trading on the London Stock Exchange's Main Market ("Admission").

The Company at launch will differ from other listed infrastructure funds. An investment in the Company is intended to enable investors to access a broad range of infrastructure assets located predominantly in continental Europe and North America. The Company's investment objective is to provide its shareholders ("Shareholders") with an attractive level of income, together with the potential for capital growth from investing in a diversified portfolio of infrastructure assets to deliver, on a fully invested basis, a targeted dividend yield of 4.5 per cent. per annum by reference to the issue price of the Shares of 100 pence (the "Issue Price"), a degree of inflation protection and an internal rate of return of between 8 and 10 per cent. in the long term2.

Tri-Pillar Infrastructure Fund will be advised by CAMG LLP ("CAMG" or the "Investment Adviser"), whose principals have built a successful track record in this sector over many years. The Investment Adviser's management team comprises Andrew Charlesworth, Ian Ruddock, Vikki Everett and Norman Anderson. The members of the management team have a history of working within the infrastructure industry.

Most recently, members of the management team worked together advising John Laing Infrastructure Fund Limited ("JLIF"), with Andrew Charlesworth leading the investment adviser to the fund and Ian Ruddock and Vikki Everett being advisers to the fund. Andrew Charlesworth co-led the IPO of JLIF in 2010, which raised gross funding of £270 million, and led the investment adviser's team responsible for growing the net asset value of JLIF to approximately £1.2 billion at the date of his departure in May 2017. Norman Anderson currently serves as President and CEO of CG/LA Infrastructure Inc., a firm focusing on infrastructure project development primarily within the United States but also on a global scale. CAMG's leadership team will be supported by a broader team of 12 professionals.

Tri-Pillar Infrastructure Fund's investment objective and investment policy are summarised below.

Highlights

·      Differentiated investment focus

o    

The Investment Adviser believes that the pipeline of investments with solely availability-based payments has reduced and competition for such investments has driven up prices.

o    

The Company is aiming to invest in assets which depend on revenues for usage and are subject to demand and not just availability. These require more pro-active management and the Investment Adviser will seek to identify and deliver greater value enhancement than that typically available from availability-based investments.

·      Track record of the Investment Adviser's team (see above)

·      Access to pipeline

o    

The Investment Adviser has a track record in securing investments on a bilateral basis. Andrew Charlesworth delivered over £300 million of investments in JLIF in 2016, all of which were secured through bilateral negotiations.

o    

The Investment Adviser has an extensive network of relationships across Europe and North America and has identified a pipeline of investments with an aggregate indicative purchase price of in excess of £500 million. It is currently in advanced or active discussions for assets with an aggregate indicative purchase price of approximately £190 million (currently no binding contractual obligations).

·      Access to investments in North America

o    

The Investment Adviser expects that there may be a significant opportunity for increased Infrastructure investment in the United States. In particular, the Investment Adviser considers the opportunity to be at the state and municipality level, where the public sector has diverse and broad ownership of assets.

o    

The Investment Adviser has experience of working in the United States, with Andrew Charlesworth and Norman Anderson having contributed to Blueprint 2025, a blueprint for infrastructure developed on a bi-partisan basis before the United States Presidential elections in 2017.

o    

The Investment Adviser has identified a number of prospective investments within its pipeline which are located in the United States and is in exclusive discussions to provide investment capacity to a top-tier regional contractor.

·      Dividend yield combined with capital growth2

o    

The Company is targeting an annualised dividend yield for the period of approximately 12 months from the date of Admission to 30 November 2018 (while the net proceeds of the Issue are being deployed), of approximately 2.25 per cent based on the Issue Price. Thereafter, it will target an annualised dividend yield of 4.5 per cent. based on the Issue Price and an IRR of 8 to 10 per cent over the long term2.

o    

The Company intends to invest in operational assets as well as concessions that are either in construction or are awaiting financial close to provide a blend of yielding and development investment offering the opportunity for capital growth from early-stage engagement with the underlying assets.

 

o    The Company will seek to develop a portfolio that includes the following categories of projects and investments:

 

-       Type 1 Investments - low yielding Operational Assets, requiring low-intensity management and limited scope for value enhancement;

 

-        Type 2 Investments - higher yielding Operational Assets, requiring more proactive management, with greater scope for value enhancement; and

 

-        Type 3 Investments - Type 2 Investments where the Company invests during the construction phase.

o    The Company intends to deliver its target long-term IRR by balancing the portfolio between these investment types with a focus on Type 2 and Type 3 investments.

 

·      Alignment of interests between Shareholders and the Investment Adviser

o    

The Investment Adviser will follow behavioural principles which focus on placing Shareholders' interests at the forefront of its activities. This will include promoting a focus on the wider stakeholder community and the environment.

o    

The Investment Adviser will introduce and operate with regard to three key principles: Alignment, Expertise and Integrity (the "3 Pillars").

·      Co-investment opportunity

o    

The Investment Adviser is considering the development of a private fund in the United States in the near term. The Investment Adviser expects this fund will have a substantially similar investment policy to the Company and will offer co-investment opportunities to the Company on all investments where a co-investment opportunity is economically and strategically appropriate.

o    

The Directors3 believe this co-investment opportunity will provide enhanced access to assets located in the United States, investing alongside local investors.

 

Andrew Charlesworth, a Partner and Chief Executive Officer of CAMG, said:

"Our leadership team has a long history of working together within the infrastructure industry and we are pleased to have come together to launch Tri-Pillar Infrastructure Fund.

Tri-Pillar is a new investment proposition, fundamentally different from traditional infrastructure funds.  Firstly, we will have a wider geographic focus, capitalising on the significant and growing requirement for infrastructure in both continental Europe and North America. Secondly, we will target assets that offer greater scope for value enhancement, which includes assets that require refurbishment or construction.  Thirdly, we will also focus increasingly on assets where revenues are based on the level of usage or third-party revenues, as opposed to the more traditional availability-based assets which are largely government-backed and where there is increasing competition in the investment market.  Our pro-active and high-intensity management of these assets will target attractive total returns and balance between long-term sustainable income and capital growth.

Through our extensive network of relationships across Europe and North America, we have already identified a strong pipeline of investments and we are in advanced or active discussions for assets totalling approximately £190 million."

 

Pipeline investments

The Investment Adviser, on behalf of the Company, has identified a number of assets which meet the Company's investment objective and investment policy, including off-market portfolios and bid processes which provide a preferred bidding position, identified through the Investment Adviser's contacts and relationships in the Infrastructure sector. The Investment Adviser has already commenced negotiations and discussions on behalf of the Company concerning the acquisition of such assets for its portfolio.

Additionally, the Investment Adviser, on behalf of the Company, has progressed to the second stage of a competitive bidding process in relation to the acquisition of a portfolio of majority and minority interests in more than 15 fully operational projects located in countries in continental Europe. The Investment Adviser's non-binding, indicative offer valued the portfolio at approximately €160 million. The portfolio includes, inter-alia, education, healthcare, public office, solar energy, road and communications projects. A majority of revenue streams for each of the portfolio projects are expected to be availability based or residual-value based. 

The process remains competitive and there is no certainty that the Company will progress in it, or that it will be successful nor has the Company, or the Investment Adviser on its behalf, entered into any binding obligation or commitment to proceed with an investment. As is customary, any acquisition would be subject to completion of due diligence on the portfolio, a full assessment of the tax structuring of the Company's investment in the portfolio, negotiation and agreement of definitive documentation and Board approval. The Investment Adviser expects that the winning bidder would complete the acquisition before the end of the first quarter of 2018.

The Investment Adviser has entered into an exclusivity agreement with the developer of a recycling project, which is planned to be based in the south east of England.  The Investment Adviser has negotiated the exclusive rights for it, or its associates (which include the Company) to provide the equity and sub-ordinated debt for the project and to become a majority investor alongside the sponsor of the project.  Participation in phase one of the project would require approximately £50 million of investment from the Company, with a projected IRR of between 15 per cent. and 20 per cent.  There is no certainty that the Company will enter into any binding obligation or commitment to proceed with an investment.  As is customary, any investment by the Company would be subject to completion of full due diligence, tax structuring work, negotiation and agreement of investment documentation and Board approval. During the development period, the Company will retain exclusivity over the project without any fixed obligation to provide funding.  The financial close of phase one of the project is expected to be in the second quarter of 2018.

The Group may or may not proceed with the acquisition of any such pipeline opportunities. While the Group currently has no binding contractual obligations with potential vendors of Infrastructure assets, the Directors and the Investment Adviser believe that sufficient suitable assets will be identified, assessed and acquired to be able to substantially invest or commit the target net proceeds of the Issue within 12 months following Admission.

Infrastructure market investment opportunity

 

Overview of Global market

The World Economic Forum estimates that the current gap between annual global demand for infrastructure of US$3.7 trillion and actual investment is US$1 trillion per annum. This figure equates to over 3.5 per cent. of global GDP. Global demand for infrastructure is driven by the need to invest in infrastructure in order to boost economic growth, replace the failing infrastructure built since, or even before, 1945 and balance the challenges of globalisation and environmental concerns. Many countries, including emerging and advanced economies, have paid insufficient attention to maintaining and expanding their infrastructure asset base, creating economic inefficiencies and allowing critical systems to fail or become inefficient.

 

The scale of the opportunities in infrastructure investment over the coming years can be demonstrated by the following: one third of all infrastructure assets under management in Europe are expected to be disposed of in the next 5 years, with sales to infrastructure funds the most likely exit route; the Infrastructure Plan published by the White House has identified an immediate need for US$1 trillion of investment in the US, with the American Society of Civil Engineers estimating a requirement for spend on infrastructure required by 2025 of US $4.6 trillion; and the United States is expected to embrace private finance on a significant scale by adopting Public Private Partnership ("PPP") based payment structures to finance the construction of replacement and new infrastructure.

 

Infrastructure as an asset class is, and continues to be, increasingly attractive to private investors seeking low-risk, long-term stable yields. The privatisation of core infrastructure assets in mature economies continues to attract private capital, with the funds raised by the public sector often being recycled into further infrastructure investment. While a significant portion of this expected deal flow will be in large economic assets based businesses, which the Company is not predominantly targeting, the Investment Adviser believes that there will be a significant flow of projects which fall within the Company's investment policy.

 

North America

Despite the political attention given to infrastructure investment at the federal level, the country is still far from addressing its infrastructure deficit. While further progress on the development of the Trump administration's infrastructure plan is awaited, the early indications are that there will be a significant increase in the opportunity for PPP and for what is termed "asset recycling" (expected to be the transfer of municipal, state or federal assets to the private sector under a concession in return for a capital payment or an on-going revenue stream), both of which provide addressable opportunities for the Company. With the limitation on government finances, either at state or federal level with the US Congress, it is likely that the United States will increasingly turn to outsourcing asset delivery and to PPP investment structures. The Investment Adviser believes that the opportunity in the short term will be in working with asset owners to develop concession opportunities from assets with infrastructure characteristics.

 

Continental Europe

In Europe, according to the European PPP Expertise Centre (2016) the total value of PPP and toll road projects that have reached financial close since 2007 is approximately €174 billion. The volume of projects signed in the period from 2007 to 2016 (including an estimate of activity in the second half of 2016) was on average above €17 billion per annum according to the European PPP Expertise Centre (2016). The Investment Plan for Europe aims to stimulate financing for investment, with the support of the European Investment Bank and the European Investment Fund - together, the EIB Group. This strategy is part of the 'virtuous triangle' of structural reforms, responsible fiscal policies and investment. The European Fund for Strategic Investments, implemented and co-sponsored by the EIB Group, is reported to be on track to deliver the objective of mobilising at least €315 billion in additional investments in the real economy by the middle of 2018. Investment in infrastructure is continuing apace in continental Europe, with strong pipelines in the Nordic countries, the Netherlands and Germany. The Investment Adviser believes that this will provide an ongoing pipeline of predominantly secondary opportunities in the medium term.

 

United Kingdom

The UK is generally considered the most mature of the international Private Finance Initiative ("PFI")/PPP markets, having adopted PFI in 1994. Since then, the UK has procured over 700 projects to financial close, securing private sector investment of around £55 billion according to HM Treasury. The UK secondary market for infrastructure assets is characterised by a significant number of domestic buyers. Strong levels of demand from such buyers has led to pricing for operational projects reaching multi-year highs. The largest addressable market in the UK is for those assets that are held in private funds with short and medium term (this being 10-15 years) lifespans, with such funds seeking exits from these assets during their liquidation periods.

 

In December 2016, the Infrastructure & Projects Authority published a National Infrastructure and Construction Pipeline (the "UK Pipeline") - a consolidation of the Government Construction Pipeline and the National Infrastructure Pipeline. The UK Pipeline reflects projects and programmes with a total allocated value assembly of £502 billion. The pipeline contains over 700 projects and programmes across 15 sectors and 14 regions.

 

While significant and continuously occurring relevant deal flow in the UK arising from UK Government infrastructure investment plans in the immediate future appears limited, near-term deal flow is likely to arise from the acquisition of existing portfolios of operational assets from maturing private infrastructure funds or from existing investors that are seeking an exit into all infrastructure fund managed along certain criteria. In the current environment, the Investment Adviser believes that it would be unlikely to be able to compete favourably in bidding for assets in the UK via market auctions. However, the Investment Adviser believes that there may be the possibility of making opportunistic acquisitions, in particular where the Investment Adviser holds relationships with the vendor (or its agents).   

 

Investment Adviser: CAMG LLP

CAMG, which is authorised and regulated by the Financial Conduct Authority, will be appointed by the Company to act as the Investment Adviser to the Company. The Investment Adviser's partners are Andrew Charlesworth and Ian Ruddock. They are supported by Vikki Everett (Chief Investment Officer) and Norman Anderson (Chief Business Development Officer).

The 3 Pillars

The Investment Adviser will operate with regard to the following 3 Pillars:

·      Pillar 1 - Alignment: The Investment Adviser will promote an absolute focus on Shareholder value and Shareholder interests, including aligning its whole team remuneration to the performance of the Company and to the development of close relationships with the owners and sponsors of the Company's assets. As such, the Investment Adviser's management team intends to subscribe for Shares in the Issue and will receive a portion of its remuneration in Shares through an employee share scheme funded with Shares acquired from its advisory fee.

·      Pillar 2 - Expertise: The Investment Adviser will ensure that it is resourced such that it has demonstrable, relevant and in-depth knowledge of the assets underlying each investment made by the Company.

·      Pillar 3 - Integrity: The Investment Adviser will show integrity and respect in the behavior exhibited by its team when dealing with: the users of the asset, the sponsors, the investors, the environment, and in relation to colleagues and counterparties.

These 3 Pillars underpin the Investment Adviser's culture and working practices. The long-term nature of PPP and concession investments calls for a stable management team that plans for the long-term and is continuously focused on delivering, protecting, enhancing and growing stable, low-risk returns for Shareholders and its own stakeholders. 

 

Investment objective

The Company will seek to provide investors with a balance between long-term sustainable income and attractive capital growth from a diversified portfolio of Infrastructure investments. In addition to generating sustainable dividends, the Company will aim to preserve and grow the capital value of its investment portfolio over the long term and to provide a degree of correlation between the return to shareholders and UK inflation rates.

 

Investment policy

The Company's policy will be to invest in equity, subordinated debt or other economic interests with respect to Infrastructure assets. These investments will include, but will not be limited to, assets procured under PFI, PPP and concession arrangements. The investments will have in common a physical asset (whether existing or to be constructed) on which there is an identifiable revenue stream related to the use, activity or availability of the physical asset.

 

The Company will invest in projects that are both (i) availability-based, where payments received by the relevant entity which owns the project do not generally depend on the level of use of the asset, and (ii) demand based, where the payments are linked to utilisation of the asset, or a combination of (i) and (ii).

 

The Company will invest in assets that are:

·     Operational - that is, those assets that have been constructed and are operational;

·     Primary Brownfield - that is, assets that have been constructed but which are to be replaced, refurbished or extended; and

·     Primary Greenfield - that is, assets that are yet to be constructed.

 

The focus of the Company will be on investing in Operational Assets and Primary Brownfield Assets. The Company will target a range of sectors, including, but not limited to, transport, accommodation and utilities. It will also focus on concession-based assets.

 

No material change will be made to the Company's investment policy without the approval of Shareholders by ordinary resolution. Any changes which would be contrary to the Listed Fund Guide issued by the Jersey Financial Services Commission (the "JFSC") or contrary to any of the JFSC's policies applicable to listed funds will require the prior consent of the JFSC.

 

Geographic focus

The Company considers attractive investment opportunities are likely to arise in regions where PPP models are an established route for delivering Infrastructure. As such the Company may make investments in the United Kingdom, continental Europe, North America and the Asia Pacific region. The Company will also be permitted to undertake investments in OECD countries in other regions, subject to a limit of 15 per cent. of Gross Asset Value (calculated at the time of investment) in aggregate. The Company will initially focus its attention on Northern and Western Europe (including the United Kingdom) and North America, and anticipates that the portfolio will be balanced between investments in these two regions in the medium term.

 

The Company's full investment policy will be included in its Prospectus, expected to be published shortly. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company's website (www.tri-pillarinfra.com). Defined terms in this announcement will have the same meaning as defined in the Prospectus.

 

Dividend policy

The Company seeks to provide investors with a balance between long-term sustainable income and capital growth. This is in part delivered through the Company's dividend target - an annual distribution of at least that paid during the prior financial year - with the prospect of increasing the figure provided it is sustainable with regard to the portfolio's forecast operational performance and the prevailing macro-economic outlook.

 

The Company is targeting an annualised dividend yield for the period of approximately 12 months from the date of Admission to 30 November 2018, while the net proceeds of the Issue are being deployed, of approximately 2.25 per cent. based on the Issue Price. Following that period ending 30 November 2018, it will target an annualised dividend yield of 4.5 per cent. based on the Issue Price, assuming the net proceeds of the Issue have been fully deployed.

 

Accordingly, in the financial year ending 31 March 2019 the Directors have set a total dividend target of 3.75 pence per Share, being the sum of (i) the 2.25 pence per Share. target dividend based on the Issue Price, for the approximately 12 month period from Admission to 30 November 2018, plus (ii) 4/12 of the subsequent target dividend yield of 4.5 per cent., based on the Issue Price, and assuming the net proceeds of the Issue have been deployed, covering the 4 month period from 30 November 2018 to 31 March 2019. The Directors have, in addition, set a total dividend target for the financial year ending 31 March 2020 of 4.5 pence per Share. It is not intended that any dividend will be declared for the initial financial period ending 31 March 2018 (though this is partly recognised in the level of target dividend per Share for the financial year ended 31 March 2019, as set out above).

 

The Company intends to pay dividends on a half-yearly basis, with dividends declared in December and June of each calendar year. The first such dividend is expected to be declared in December 2018 and to be paid in January 2019.

 

Investors should note that the targeted dividend yields and targeted IRR are targets only and not forecasts or estimates of future profit, and should not be taken as an indication of the Company's expected future growth. There can be no assurance that any future dividend or IRR targets will be met or that any dividend or capital growth will be achieved.

 

Expected timetable

Latest time and date for receipt of completed application forms in respect of the offer for subscription

1.00pm, 5 December 2017

Latest time and date for receipt of completed applications from intermediaries in respect of the intermediaries offer

3.00pm, 5 December 2017

Latest time and date for commitments under the placing

5.00pm, 5 December 2017

Publication of the results of the Issue

6 December 2017

Admission and dealings in Shares commence

8.00am, 8 December 2017

 

 

 

 

 

 

Deloitte LLP is acting as Sponsor and Financial Adviser to the Company. Peel Hunt LLP is acting as Joint Bookrunner and Intermediaries Offer Adviser and Zeus Capital Limited is acting as Joint Bookrunner.



For further information, please contact:

CAMG LLP

Andrew Charlesworth

Ian Ruddock

Vikki Everett

Via Finsbury



Deloitte LLP

Chris Nicholls

Peter Stewart

James Hunt

Tel: 020 7936 3000



Peel Hunt LLP

Luke Simpson (Corporate Broking)

Mark Thompson (Sales)

Kathy Boate (Intermediaries)

Tel: 020 7418 8900

 

 

Zeus Capital Limited

Martin Green (Corporate Finance)

John Goold (Corporate Broking)

Ben Robertson (ECM)

Tel:  020 3829 5000

 

 

Finsbury (PR Adviser)

Gordon Simpson

Caroline Seton

Tel: 0207 251 3801

Email: gordon.simpson@finsbury.com

caroline.seton@finsbury.com

 

Note:

1. The directors have reserved the right, in conjunction with Deloitte LLP, Peel Hunt LLP and Zeus Capital Limited, to increase the size of the Issue to a maximum of 250 million Shares if overall demand exceeds 200 million Shares, with any such increase being announced through a Regulatory Information Service.

2. This is a target only and not a profit forecast and there can be no assurance that it will be met.

3. The Directors are Roger Mountford (Chairman), Nicholas Garrett (Deputy Chairman), Richard Boléat, Richard Thomas and Charlotte Valeur.

 

Appendix

About the AIFM and CAMG LLP

The Company is self-managed for the purposes of the AIFMD.

 

The key individuals responsible for executing the Company's investment strategy are:

Andrew Charlesworth (Partner, Chief Executive Officer)

Andrew has over 21 years' experience in infrastructure development and finance. Andrew recently stepped down as investment adviser to JLIF, where he oversaw the growth of the fund from approximately £270 million NAV at launch in 2010 to approximately £1.2 billion NAV on his departure in May 2017. Prior to his role advising JLIF, Andrew was involved for over 10 years in primary bidding on PFI/PPP projects with John Laing Group, Regenter (as Chief Executive) and Bovis Lendlease. During this period, Andrew led bid teams delivering approximately £800 million in investment on projects with an enterprise value of approximately £8 million. Andrew will have overall responsibility to shareholders in the Company and for the Investment Adviser's performance against its '3 Pillars' described above. Andrew is an engineer by training and holds an MBA and the CFA UK's Investment Management Certificate (Part 1).

Ian Ruddock (Partner, Chief Financial Officer)

Ian has over 25 years' experience in infrastructure and project finance. Between 2014 and 2017, Ian was a strategic advisor to the board of John Laing Infrastructure Fund. Ian started his career at KPMG, where he was a founder member of KPMG's project finance team, leaving in 1996 to establish ABROS, a financial and strategic advisory team specialising in UK PFI/PPP. Ian was chief executive of ABROS and led the team on advisory mandates with an enterprise value in excess of £8 billion. In 2007, ABROS was acquired by Navigant, the Chicago based international consultancy. Ian was a managing director with Navigant until 2013, leading their Infrastructure & Asset Advisory business and sitting on their International Management Board. Ian has extensive knowledge of the infrastructure sector and has provided advisory services to Andrew Charlesworth (and respective employer companies) since 2001. Ian will have responsibility for all financial and risk activities for the Investment Adviser. Ian is a Fellow of the Institute of Chartered Accountants in England & Wales ("ICAEW") and holds the ICAEW's Corporate Finance Accreditation.

Vikki Everett (Chief Investment Officer)

Vikki is currently founder and director of Garnet Consulting, a boutique management consultancy providing strategic, financial, commercial and organisational advice to public and private sector organisations. Vikki, in her role with Garnet, has provided investment and portfolio management services to John Laing Infrastructure Fund since 2010 on 28 investments in the fund's portfolio, with an enterprise value at investment of approximately £2.3 billion. Vikki currently holds portfolio directorships on 5 operational PFI/PPP assets. Prior to establishing Garnet, Vikki was Commercial Director at Regenter, a joint venture between Pinnacle and John Laing Group. Regenter was a primary investor in housing and regeneration PFI. Vikki worked with Andrew Charlesworth for 5 years at Regenter, successfully developing and investing in six projects with an enterprise value at investment of approximately £500 million. Prior to Regenter, Vikki held positions at Pinnacle and Newchurch & Company where she was responsible for business development and consultancy services to both the public and private sectors in relation to feasibility studies, business case development, procurement and securing opportunities within the public, private partnership and infrastructure investment sector. With effect from Admission, Vikki will step down from her role at Garnet, to assume her full-time role at the Investment Adviser and will lead the investment and bid teams in developing and securing the investment pipeline for the Company.

Norman Anderson (Chief Business Development Officer)

Norman is currently President and Chief Executive Officer of CG/LA Infrastructure Inc., a firm focusing on infrastructure project development primarily within the United States but also on a global scale. Originally a project developer, Norman is, or has been, a member of various World Economic Forum (WEF) groups, including the Global Advisory Council on Infrastructure, the Strategic Infrastructure Initiative, and the Advisory Committee on Building Foundations for Transparency. He initiated and co-authored the WEF's study on Accelerating Infrastructure Delivery (May 2014), focusing on bringing value capture funding into the private investment space. For the US Senate Foreign Relations Committee he authored a White Paper on economic statecraft, focused on developing infrastructure markets worldwide (June 2014). Norman led CG/LA Infrastructure's effort to build an infrastructure plan for the United States administration, bringing together approximately 100 private and public entities in creating a 19-point series of recommendations designed to double the level of infrastructure investment within the United States. This plan has since been adopted by the current United States administration. He has taught at Columbia University in New York City, teaching a course in Engineering & Entrepreneurship. He is a board member of the American Geographic Society, the oldest geographic society in the United States.

Directors of the Company

The directors are as follows:

Roger Mountford, Chairman (Non-Executive)

Roger Mountford's career includes experience in several of the asset classes in which the Company expects to invest and in the leadership of investment funds offering access to private markets. He was a merchant banker for thirty years, with Hambros Bank in London and Hong Kong. During his career he advised clients and on transactions in the transportation sector, including shipping, ports, railway rolling stock and aviation; he also led the Bank's advisory practice in the private equity market. More recently, he has served on the board of the Civil Aviation Authority, where he worked on the quinquennial regulatory settlement for the UK's major airports. He chaired the Port of Dover and is currently a government-appointed non-executive director of HS2, which is charged with building the largest infrastructure project in Europe.

Roger also has a long record in social housing and student accommodation, areas in which the Company expects to invest, including chairing The Housing Finance Corporation ("THFC"), the UK's largest issuer of long-term bonds to fund construction of social housing which was also appointed to manage the UK government's Affordable Housing Guarantee Scheme.

Roger is Chairman of HgCapital Trust PLC, an investment trust listed on the London Stock Exchange which invests in tech and tech-enabled buyouts. He is a member of the global advisory board of VenCap, a long-established investor in venture capital, whose funds are managed in Jersey.

He also serves as a trustee of two pension schemes: the LaFarge UK Pension Plan, as Chairman, and the Church of England Pensions Board, both of which are investors in infrastructure assets. He is a member of the Council of the London School of Economics ("LSE"), serving as Chairman of its finance committee. He holds degrees from the LSE and Stanford Business School. He is resident in the UK.

Nicholas Garrett, Deputy Chairman (Non-Executive)

Nicholas Garrett had a 23-year career at J.P. Morgan Cazenove, where he advised a wide range of companies on the delivery of their growth strategy, corporate transactions and access to capital. Between 1989 and 2001 Nicholas worked in a variety of corporate finance advisory and broking roles and became the Head of the IPO/Execution team in 2001 during which he worked on the listings of numerous companies on the London market. During his career, he advised a number of clients who owned or managed infrastructure and real estate assets. Since 2012, Nicholas Garrett has advised various private companies on their growth strategies and access to funding. He is a non-executive director of Lamprell plc and a director of Garrett & Read Ltd, Colburn East Ltd and Steeple Topco Ltd. Nicholas is a member of both the Institute of Chartered Accountants and the Chartered Institute for Securities and Investment. He is resident in the UK.

 

Richard Boléat, Non-Executive Director

Richard Boléat was born in Jersey in 1963.  He is a Fellow of the Institute of Chartered Accountants in England & Wales, having trained with Coopers & Lybrand in Jersey and the United Kingdom. After qualifying in 1986, he subsequently worked in the Middle East, Africa and the UK for a number of commercial and financial services groups before returning to Jersey in 1991.  He was formerly a Principal of Channel House Financial Services Group from 1996 until its acquisition by Capita Group plc ("Capita") in September 2005. Richard led Capita's financial services client practice in Jersey until September 2007, when he left to establish Governance Partners, L.P., an independent corporate governance practice. 

He currently acts as Chairman of CVC Credit Partners European Opportunities Limited, Phaunos Timber Fund Limited and Funding Circle SME Income Fund Limited, all of which are listed on the London Stock Exchange, and Yatra Capital Limited, listed on Euronext, along with number of other substantial collective investment and investment management entities established in Jersey, the Cayman Islands and Luxembourg. He is regulated in his personal capacity by the Jersey Financial Services Commission and is a member of AIMA.

Richard Thomas, Non-Executive Director

Richard has over 30 years' experience as a non-executive director of investment funds, investment management companies and capital market structured investment and debt issuance vehicles. Richard's legal career started in London with Slaughter and May and developed, initially in Jersey and then internationally, with Ogier. In addition to his active roles in client relations and practice management, Richard was also active in law reform in the areas of partnership, company, funds and tax law, both on behalf of the Jersey Law Society and as chairman of the Jersey Funds Association. Richard retired from Ogier in 2011 and remains a consultant to the Ogier legal practice in Jersey and to Intertrust, as the successor to Ogier's fiduciary business.

Charlotte Valeur, Non-Executive Director

Charlotte Valeur is the Managing Director of GGG Ltd, a Governance Consultancy company. She has more than 30 years' experience in financial markets and has previously held senior positions at Warburg, BNP Paribas and Société Générale as an investment banker.  Charlotte started her career as banker and stock exchange trader at Nordea A/S, Denmark before relocating to London in 1991.

She is a public speaker and guest lecturer on corporate governance. She serves on a number of boards, including: non-executive director of JPMorgan Convertibles Income Fund, Chair of Blackstone/GSO Loan Financing Ltd., trustee of Westminster University and non-executive director of NTR Plc. She previously served as a non-executive director of 3i Infrastructure Plc and Renewable Energy Generation Plc and Chair of Kennedy Wilson European Real Estate plc.

 

Disclaimer

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 CAMG LLP solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

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 to be published by the Company in due course (and in any supplementary prospectus) and not in reliance on this announcement. When made generally available, copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company's website. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, 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.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published.

Deloitte LLP, Peel Hunt LLP and Zeus Capital Limited, which are authorised and regulated by the Financial Conduct Authority, are acting for the Company only in connection with the matters described in this announcement and are not acting for or advising any other person, or treating any other person as their client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Deloitte LLP, Peel Hunt LLP or Zeus Capital Limited or advice to any other person in relation to the matters contained herein.

The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the Shares 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 the United Kingdom, the Netherlands, Luxembourg and the Republic of Ireland). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The Shares will be offered outside of the United States pursuant to the provisions of Regulation S of the Securities Act. Subject to certain exceptions, the Shares may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to qualified investors in the Netherlands, Luxembourg and the Republic of Ireland) 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 (other than the United Kingdom or to qualified investors in the Netherlands, Luxembourg and the Republic of Ireland). The Issue and the distribution of this announcement, in other jurisdictions, may be restricted by law and the persons into whose possession this announcement comes should inform themselves about and observe, any 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 is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

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", "will" or "should" or, in each case, their negative or other variations or comparable terminology. 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. The Company, the Investment Adviser, Deloitte LLP, Peel Hunt LLP and Zeus Capital Limited expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

None of the Company, the Investment Adviser, Deloitte LLP, Peel Hunt LLP or Zeus Capital Limited, 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 Adviser, Deloitte LLP, Peel Hunt LLP and Zeus Capital Limited, 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.

 


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