THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM THE UNITED STATES (INCLUDING TO U.S. PERSONS, AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE US SECURITIES ACT OF
1933, AS AMENDED, THE "SECURITIES ACT"), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is not a prospectus. This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation to sell, issue, purchase or subscribe for, or any solicitation of any offer
to sell, issue, purchase or subscribe for, any shares in the Company (as defined below) or securities in any other entity 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 in relation thereto. This announcement does not constitute a recommendation regarding any
securities.
Sequoia Economic Infrastructure Income Fund Limited (the "Company")
Result of Open Offer, Placing and Offer for Subscription of C Shares
8 June 2016
The Company is pleased to announce that it has raised gross proceeds of approximately £175
million, in excess of the target issue amount of £150 million, through the Open Offer, Placing and Offer for Subscription of C
Shares (the "Issue").
A total of 175,171,834 C Shares will be issued (subject to Admission) of which 45,297,256 C Shares
will be issued pursuant to the Open Offer (including the Excess Application Facility) and 129,874,578 C Shares will be issued
pursuant to the Placing and the Offer for Subscription.
Application has been made for the C Shares to be admitted to the Official List and to trading on
the London Stock Exchange's standard segment of the Main Market ("Admission"). It is expected that Admission will become
effective and dealings in the C Shares will commence on 10 June 2016.
Following Admission, the Company will have 302,674,216 Ordinary Shares and 175,171,834 C Shares in
issue. The C Shares do not carry any right to attend or vote at any meeting of the Company, save for limited circumstances where
the consent of the holders of the C Shares as a class by special resolution shall be required. Therefore, the total number of
voting rights of the Company will be 302,674,216 and 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, or a change to their interest in, the
Company.
Stifel Nicolaus Europe Limited acted as Sponsor and Sole Bookrunner.
Unless otherwise defined, the terms used in this announcement shall have
the same meaning as set out in the prospectus of the Company dated 6 May 2016.
For more information, please contact:
Sequoia Investment Management Company
Steve Cook
Dolf Kohnhorst
Randall Sandstrom
Greg Taylor
|
+44 (0)20 7079 0480
|
Stifel Nicolaus Europe Limited
Neil Winward
Mark Bloomfield
Gaudi Le Roux
|
+44 (0)20 7710 7600
|
Praxis Fund Services Limited (Company Secretary)
Shona Darling
|
+44 (0) 1481 755528
|
IMPORTANT NOTICES
Neither this announcement nor the information contained herein is for release, publication or
distribution, directly or indirectly, in or into the United States, South Africa, Canada, Australia, New Zealand or Japan or any
other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The
securities referred to herein have not been and will not be registered under the relevant securities laws of any such excluded
territory.
This announcement does not contain, constitute or form part of an offer for sale of, resale of,
transfer of or delivery of or the solicitation of an offer to purchase directly or indirectly, securities in the United States or
to, or for the account or benefit of a U.S. Person (as defined in Regulation S of the Securities Act). The securities
referred to herein have not been, and will not, be registered under the Securities Act or any other applicable securities laws
of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered,
sold, resold, transferred or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any
U.S. Person absent registration or an applicable exemption from the registration requirements of the Securities Act.
Although the issuer does not intend to register any part of the proposed offering in the United States, any public offering in
the United States would be made by means of a prospectus that could be obtained from the issuer and would contain detailed
information about the company and management, as well as financial statements. The Company has not been
and will not be registered under the U.S. Investment Company Act of 1940, as amended, and neither the Investment Manager nor the
Investment Adviser will be registered as an investment adviser under the U.S. Investment Advisers Act of 1940, as amended.
Consequently, investors will not be entitled to the benefits and protections of the U.S. Investment Company Act of 1940, as
amended or the U.S. Investment Advisers Act of 1940, as amended. The shares of the Company will be offered and sold only to
non-US persons outside the United States in reliance on Regulation S under the Securities Act. There will be no offer of
the Company's securities in the United States. The distribution of this document may also be restricted by law in other
jurisdictions.
This announcement does not constitute or form part of any offer or invitation to sell, or any
solicitation of any offer to purchase or subscribe for any C Shares, ordinary shares or any other securities 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.
The distribution of this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to herein comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.
Subject to certain exceptions, the securities referred to herein may not be offered or sold in
South Africa, Canada, Australia, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen
of Canada, Japan, Australia, New Zealand or South Africa. There will be no offer of the C Shares or ordinary shares in the United
States, Canada, South Africa, Japan, Australia or New Zealand.
In member states of the European Economic Area (the "EEA"), this announcement is directed only at
(a) persons who are "qualified investors" as defined in section 86(7) of the Financial Services and Markets Act 2000 ("Qualified
Investors"), being persons falling within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (as
amended, including by Directive 2010/73/EU, to the extent such amendments have been implemented in the relevant Member State and
including any relevant implementing measure in the relevant Member State); (b) in the United Kingdom, Qualified Investors who are
persons who (i) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Order"); (ii) fall within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of
the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as
"Relevant Persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in
only with relevant persons.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the equity issue.
Stifel will not regard any other person as its client in relation to the potential issue and will not be responsible to anyone
other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the
potential issue, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
Neither Stifel nor any of its directors, officers, employees, advisers, affiliates or agents
accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to 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 its subsidiary, 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 has been established in Guernsey and has been registered as a registered closed-ended
collective investment scheme under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. It is suitable only
for professional or experienced investors, or those who have taken appropriate professional advice.
Regulatory requirements which may be deemed necessary for the protection of retail or
inexperienced investors, do not apply to listed funds. By investing in the Company you will be deemed to be acknowledging that
you are a professional or experienced investor, or have taken appropriate professional advice, and accept the reduced
requirements accordingly.
You are wholly responsible for ensuring that all aspects of the Company are acceptable to you.
Investment in listed funds may involve special risks that could lead to a loss of all or a substantial portion of such
investment. Unless you fully understand and accept the nature of the Company and the potential risks inherent in it you should
not invest in the Company.
Further information in relation to the regulatory treatment of listed funds domiciled in Guernsey
may be found on the website of the Guernsey Financial Services Commission at
http://www.gfsc.gg/The-Commission/Pages/Home.aspx.