TIDMGCP
RNS Number : 6858M
GCP Infrastructure Investments Ltd
18 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
GCP Infrastructure Investments Limited
18 September 2023
Cessation of combination discussions with GCP Asset Backed
Income Fund Limited
GCP Infrastructure Investments Limited ("GCP Infra" or the
"Company") notes the announcement issued today by GCP Asset Backed
Income Fund Limited ("GABI") confirming that GABI is no longer in
discussions regarding a proposed combination of GCP Infra with GABI
(the "Scheme") and that the heads of terms ("HoTs") between GABI
and GCP Infra have been terminated.
The Board of GCP Infra (the "Board") and Gravis Capital
Management Ltd ("Gravis"), the Investment Adviser to the Company,
are grateful for the engagement with, and feedback received from,
the Company's shareholders since the announcement of the Scheme.
The majority of shareholders recognise the Company's efforts to put
forward constructive options that seek to accelerate: (i) the
reduction of the Company's outstanding debt; (ii) the return
capital to shareholders; and (ii) the reset of return and risk
being generated by the Company's portfolio of investments.
We understand that a divergence of views exists regarding the
merits of the Scheme amongst shareholders of GABI. The Board has no
desire, were the Scheme to be successful, to create an enlarged
entity with a significant minority of investors in such entity
opposed to it. The Board considers that such circumstances would
risk the ability of the Scheme to achieve its intended
purposes.
Notwithstanding the cessation of the Scheme, GCP Infra remains
committed to delivering a strategy that accelerates the Company's
capital reallocation. The Company's priorities for the uses of its
available cash reserves remain, in the first instance, a
combination of reducing the Company's outstanding debt balance from
the current GBP104 million to as low as possible; and buying back
shares whilst the Company's share price trades at a material
discount to its net asset value per ordinary share. Given these
alternatives, the threshold for new investment activity remains a
high hurdle.
The Board will continue to work with Gravis to accelerate the
return of capital to the Company in addition to scheduled
amortisation through refinances, disposals and other means that may
be available to the Company from time to time.
As part of the HoT, Gravis has underwritten the costs incurred
by the Company of progressing the Scheme up to a capped amount, and
therefore there will be little or no cost to the Company and its
shareholders for the consideration and development of the Scheme to
date.
The Chairman of GCP Infra, Andrew Didham, commented:
"The Board would like to thank the Company's shareholders for
their engagement with the Scheme and for providing their feedback.
The Board negotiated the Scheme on the basis it would, if
completed, accelerate the Company's ability to re-allocate capital.
The Board recognises, however, that the Scheme's success in
achieving these objectives is likely to be reduced in a scenario
where the Scheme completes but a large minority of GABI
shareholders were not supportive of such completion. In light of
the feedback received we have agreed with GABI to terminate ongoing
discussions relating to the Scheme.
The Company looks forward to progressing with its capital
re-allocation strategy supported by accelerated and pro-active
recycling of the portfolio where possible."
For further information please contact:
Gravis Capital Management Limited
Philip Kent
Ed Simpson
Cameron Gardner +44 (0)20 3405 8500
Stifel Nicolaus Europe Limited (Sponsor,
Financial Adviser and Broker)
Edward Gibson-Watt
Jonathan Wilkes-Green
Catriona Neville +44 (0)20 7710 7600
Buchanan
Helen Tarbet
Henry Wilson
George Beale +44 (0)20 7466 5000
About GCP Infra
GCP Infra is a closed-ended investment company and FTSE-250
constituent whose shares are traded on the main market of the
London Stock Exchange. Its objective is to provide shareholders
with regular, sustained, long-term distributions and to preserve
capital over the long term by generating exposure to UK
infrastructure debt and related and/or similar assets.
GCP Infra has been awarded with the London Stock Exchange's
Green Economy Mark in recognition of its contribution to positive
environmental outcomes.
Important Information
This announcement contains statements about the Company that are
or may be deemed to be forward looking statements. Without
limitation, any statements preceded or followed by or that includes
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance of the negative thereof, may be
forward looking statements.
These forward looking statements are not guarantees of future
performance. Such forward looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward looking statement. Due to such
uncertainties and risks, readers should not rely on such forward
looking statements, which speak only as of the date of this
announcement, except as required by applicable law.
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of such jurisdictions.
Market Abuse Regulation
The information contained within this announcement would have,
prior to its release, constituted inside information as stipulated
under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as
incorporated into UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 as amended by virtue of the Market Abuse
(Amendment) (EU Exit) Regulations 2019 ("UK MAR"). Upon the
publication of this announcement via a regulatory information
service, this inside information will be considered to be in the
public domain.
For the purposes of UK MAR, t he person responsible for making
this announcement is Satty Grewal-Carter, Manager at Apex Financial
Services (Alternative Funds) Limited.
Legal Entity Identifier ("LEI")
GCP Infrastructure Investments Limited's LEI is
213800W64MNATSIV5Z47
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END
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