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By accessing this website you are representing to International Public Partnerships Limited (the "Company") and its advisers that the applicable laws of your relevant jurisdiction allow you to access this website and the material contained herein and in particular that you are not: (i) a US Person (within the meaning of Regulation S under the US Securities Act of 1933, as amended the "Securities Act") and are not acting on behalf of a US Person, nor purchasing with a view to re-sale in the US or to or for the account of a US Person, and that you are not an employee benefit plan subject to the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (in each case as amended) ("ERISA") or similar US laws or an individual retirement account as defined in section 408 of the US Internal Revenue Code; or (ii) a resident of Australia, Canada, Japan, New Zealand, the Republic of South Africa, any EEA jurisdiction other than Ireland, or a jurisdiction where the extension of availability of the materials to which you are seeking access would breach any applicable law or regulation, and that you will not: (i) offer, sell, renounce, transfer or deliver, directly or indirectly, Shares subscribed for by you in (A) the United States, or (B) Australia, Canada, Japan, New Zealand, the Republic of South Africa, any EEA jurisdiction other than Ireland, or in any jurisdiction in which such offers or sales are unlawful ("Excluded Territories") or to any US Person or resident of any Excluded Territories, or: (ii) release or otherwise forward, distribute or send any materials on this website in or into the United States or any Excluded Territories.

Shares offered by the Company have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (within the meaning of Regulation S under the Securities Act). The Company has not been and will not be registered as an "investment company" under the United States Investment Company Act of 1940 and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of any Excluded Territories and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in any Excluded Territories.

Unless expressly indicated otherwise on a particular document or section of this website, the contents of this website are not a UK financial promotion and none of the contents of this website constitute an invitation or inducement to engage in investment activity. If and to the extent that this website or any of its contents are deemed to be a financial promotion, the Company is relying on the exemption provided by Article 69 of the UK Financial Services and Markets Act 2000 (Financial Promotions) Order 2005/1529 in respect of section 21 of the UK Financial Services and Markets Act 2000.

In particular, any information in respect of past performance (including without limitation past performance of the Company, its group, shares in the Company and/or the Company’s portfolio) cannot be relied upon as a guide to future performance.   None of the contents of this website are intended to be nor may they be considered as an investment recommendation nor personal advice.

The Company is a closed ended FTSE 250 listed investment company which is incorporated in Guernsey and is recognised as a third country self- managed AIF in very limited EEA jurisdictions under the EU Alternative Investment Fund Managers Directive and in the UK under the UK Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773).  The Ordinary Shares of the Company are excluded from the UK FCA restrictions on promotion that are applicable in the UK to non-mainstream investment products, due to its current investment company structure.

This website and the information contained herein does not and is not intended to constitute a direct or indirect offering or placement of shares in the Company or the provision of investment management, advisory or other services to any person in any jurisdiction in which such solicitation is not authorised or to any person to whom it would be unlawful to make such solicitation.

Save for the United Kingdom no action has been taken or will be taken in any jurisdiction by the Company that would permit a public offering of the Company's ordinary shares (the "Shares") in any jurisdiction where action for that purpose is required.

The Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the ‘‘US Securities Act’’), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares 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 US Persons (as defined in Regulation S under the US Securities Act (‘‘Regulation S’’)). The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the “US Investment Company Act”), and investors will not be entitled to the benefits of that Act. No offer, purchase, sale or transfer of the Shares may be made except under circumstances which will not result in the Company being required to register as an investment company under the US Investment Company Act.

The Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Shares or the accuracy or adequacy of the Company's prospectus. Any representation to the contrary is a criminal offence in the United States.

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Confirm
29 April 2022

THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN IRELAND), ANY OF THEIR RESPECTIVE TERRITORIES OR POSESSIONS, OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS.  THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN TO PROFESSIONAL INVESTORS IN IRELAND) OR TO US PERSONS.

Further to the announcement on 8 April 2022, the Board of Directors (the "Board") of INPP is pleased to announce that the Company has successfully completed its Placing, Open Offer, Offer for Subscription and Intermediaries Offer (together, the "Initial Issue").

The Initial Issue was oversubscribed several times over, with support from both new and existing investors. In light of this significant demand the Board has elected to increase the size of the Initial Issue from the initial target amount of £250 million to the maximum New Shares available under the Initial Issue, raising gross proceeds of £325 million.  Notwithstanding this the demand was such that investors not benefiting from pre-emptive rights have been scaled back. The proceeds raised will be used to pay down the cash drawn portion of the Company's corporate debt facility totalling approximately £156.2 million as at 6 April 2022 and to provide additional resources to pursue the Company's investment pipeline.

In undertaking the allocation process the Company has made every effort to balance the needs between current and prospective shareholders with particular reference to those existing long-standing investors who have supported the Company through its growth. The Company looks forward to developing similar long-term relationships with its new shareholders.

Michael Gerrard, Chair of INPP, said: "Thanks to the support of both existing and new investors, we have significantly increased the size of our initial target raise of £250 million, completing a total capital raise of £325 million. The over-subscribed issue firmly demonstrates the attractiveness of INPP's investment case. The proceeds of the capital raise will be deployed to repay the Company's corporate debt facility and support our investment pipeline. We continue to aim to deliver long-term financial returns for investors that also support the drive towards a more sustainable future for the communities we serve."

Notification of Transaction by Persons Discharging Managerial Responsibilities (PDMRs) and Persons Closely Associated (PCAs)

The Board announces that the following Directors have participated in the issue and will acquire the following shares:

  • Michael Gerrard, Chair of the Company, 31,347 New Ordinary Shares; 
  • Claire Whittet, Director of the Company, 37,854 New Ordinary Shares.
  • John Le Poidevin, Director of the Company, 62,695 New Ordinary Shares;
  • Julia Bond, Director of the Company, 18,808 New Ordinary Shares; and
  • Meriel Lenfestey, Director of the Company, 15,163 New Ordinary Shares;

Application for listing and admission to trading

Applications will be made for the 203,761,755 New Shares to be admitted to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). Admission is expected to become effective, and dealings in the New Shares are expected to commence, at 8.00 a.m. on 4 May 2022. The issue of the New Shares is conditional on Admission becoming effective by not later than this time or such later date as may be provided for in the Issue Agreement and on the Issue Agreement becoming otherwise unconditional in all respects, and not being terminated in accordance with its terms, before Admission becomes effective.

A total of 203,761,755 New Shares will be issued at a price of 159.5 pence per Share, of which 74,830,725 Shares will be issued pursuant to the Open Offer, 8,823,678 Shares will be issued pursuant to the Excess Application Facility, 8,976,989 Shares will be issued pursuant to the Offer for Subscription, 11,939,892 will be issued pursuant to the Intermediaries Offer and 99,190,471 Shares will be issued under the Placing.

Following this issue, the Company's issued share capital will comprise 1,909,865,336 ordinary shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined, capitalised words and phrases in this Announcement shall have the meaning given to them in the prospectus dated 8 April 2022 (the "Prospectus").

Expected Timetable

Admission and commencement of dealings in the New Shares

 

8.00 a.m. on 4 May 2022

New Shares issued in uncertificated form expected to be credited to accounts in CREST

 

4 May 2022

Despatch of definitive share certificates for the New Shares issued in certificated form*

 

As soon as possible after 8 May 2022

*Underlying applications who apply to Intermediaries for New Shares under the Intermediaries Offer will not receive share certificates

For further information:

Amber Fund Management Limited
Erica Sibree/Amy Edwards                                            +44 (0) 7557 676 499/+44 (0) 7827 238 355

FTI Consulting
Ed Berry/Mitch Barltrop                                                 +44 (0) 7703 330 199/ +44 (0) 7807 296 032

Numis Securities
Hugh Jonathan/Vicki Paine/George Shiel
+44 (0)20 7260 1000

IMPORTANT NOTICES

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the FCA, is the sponsor to the Company.  Numis is acting exclusively for the Company and for no-one else in connection with the matters referred in this announcement.  Numis will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation thereto.  Apart from the responsibilities and liabilities, if any, which may be imposed on Numis by FSMA or the regulatory regime established thereunder, Numis does not make any representation, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement or any other statement made or purported to be made by it or on its behalf in connection with the Company.  Numis and its affiliates accordingly, to the fullest extent permitted by law, disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

The New Shares have not been and will not be registered under the United States 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, or under any of the relevant securities laws of Australia, Canada, the Republic of South Africa, New Zealand or Japan, or any Member State of the European Economic Area (other than to professional investors in Ireland) or their respective provinces, territories or possessions. No action has been taken by the Company or Numis that would permit an offering of any shares in the capital of the Company 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 and Numis to inform themselves about, and to observe, such restrictions.

The New Shares may not (unless any exemption from such registration or laws is available) be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, "US Persons" (as defined in Regulation S under the Securities Act ("Regulation S")) or in Australia, Canada, the Republic of South Africa, New Zealand or Japan or their respective provinces, territories or possessions.  No public offering of the New Shares is being made in the United States.  The New Shares may be offered and sold only outside the United States to non-US Persons in "offshore transactions" within the meaning of, and in reliance on, Regulation S. Any sale of Shares in the United States or to US Persons may only be made to a limited number of persons reasonably believed to be "qualified institutional buyers" ("QIBs"), as defined in Rule 144A under the Securities Act, that are also "qualified purchasers" ("Qualified Purchasers"), as defined in the United States Investment Company Act of 1940, as amended (the "Investment Company Act") and that execute a representation letter and participate in the Placing. The Company has not been and will not be registered under the Investment Company Act and, as such, investors will not be entitled to the benefits of the Investment Company Act. No offer, purchase, sale or transfer of the New Shares may be made except under circumstances which will not result in the Company being required to register as an investment company under the Investment Company Act. A US Person that acquires New Shares may be required to sell or transfer these New Shares to a person qualified to hold New Shares or forfeit the New Shares if the transfer is not made in a timely manner.

Neither the United States Securities and Exchange Commission (the "SEC") nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of the New Shares or passed upon the adequacy or accuracy of this announcement. Any representation to the contrary is a criminal offence in the United States.

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", "forecasts", "projects", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include all matters that are not historical facts.

All forward-looking statements address matters that involve risks and uncertainties.  Accordingly, there are or will be important factors that could cause the Company's actual results to differ materially from those indicated in these statements.  These factors include but are not limited to those described in the part of the Prospectus entitled "Risk Factors", which should be read in conjunction with the other cautionary statements that are included in this announcement.  Any forward-looking statements in this announcement reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy and the liquidity of New Shares. Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements.

These forward-looking statements apply only as of the date of this announcement.  Subject to any obligations under applicable law or UK regulatory requirements (including FSMA, the Listing Rules, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules), the Company undertakes no obligation publicly to update or review any forward looking statement whether as a result of new information, future developments or otherwise. 

 

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