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Aqua Resources Fund Limited ("Aqua" or the "Company")
Admission to the Official List of the UK Listing Authority
First Day of Dealing on the London Stock Exchange's main market for listed securities
The Directors of Aqua announce the Company's admission to the Official List of the UK Listing Authority and dealings on the London Stock Exchange's main market for listed securities, following a placing of 62,064,340 new ordinary shares at €1 per share, raising equity capital of approximately $100 million or €60.045 million after expenses.
Aqua Resources Fund Limited is a new Guernsey domiciled, closed ended investment company established to provide capital appreciation through a diversified exposure to a global portfolio of water-related investments. The Company is managed by FourWinds Capital Management (the "Manager").
The Company will Invest in a diverse range of water-related segments including infrastructure, technology, recycling and treatment and in water-related projects such as waste water treatment, water distribution and infrastructure, water-to-energy, clean water, desalination, and others.
Trading in the Company's ordinary shares on the London Stock Exchange will commence this morning, with ticker symbol H2O.L.
Hasan Askari, Chairman, commented:
"We are delighted to be the first Company listed in London dedicated
to water-related investments on a global basis. Water is, arguably,
the most fundamental of all natural resources and notwithstanding
our current preoccupation with fossil fuels is the next and,
possibly, the biggest ever resource challenge that confronts us.
Aqua Resources seeks, in its own way, to meet this challenge by
investing in water companies and projects so as to capitalize on the
economic benefits that will arise from being a pioneering investor
in this scarce resource."
FourWinds Capital Management, Investment Manager and Co-Placing
Agent
Kimberly Tara
Marc de Hennin
Andrew Nason
Landsbanki Securities (UK) Limited, Sponsor and Placing Agent
Paul Fincham
Jonathan Becher
Robert Naylor
Tel: +44 (0) 20 7426 9000
Citigate Dewe Rogerson, Financial PR Adviser
Kevin Smith
Tel: +44 (0) 20 7638 9571
Investment objective and strategy
The Company's investment objective is to provide capital
appreciation through exposure to a diversified portfolio of
water-related investments.
The Company is targeting investments with an average estimated
internal rate of return in excess of 15 per cent. Investment (or
commitment) is expected to be substantially completed (i.e. 80 to 85
per cent.) within 12 to 18 months of the initial Admission of shares
FourWinds Capital Management has been appointed the Manager of the
Company with responsibility for the discretionary management of the
Company's assets.
The Manager will seek to accomplish the Company's investment objective and policy by:
seeking exposure to water-related investments on a global basis;
seeking portfolio diversification by investing across the broad value chain of water-related projects and investments; and
seeking to control risk through such portfolio diversification, investment vehicle selection and implementation of risk control strategies.
No assurance can be given, however, that
the Company will achieve its investment objective, and investment
results may vary substantially over time and from period to period.
The Company's assets will comprise a
portfolio of investments that offer water-related returns in
different jurisdictions and water sectors. Investments may be made
within a diverse range of water-related segments including
infrastructure, technology, recycling and treatment and in
water-related projects such as waste water treatment, water
distribution and infrastructure, water-to-energy, clean water,
desalination, and others. Investments will be sought in relation to
both front-end and back-end water businesses and opportunities and
demand and supply side opportunities. Investment will comprise
primarily direct stakes in unquoted water-related companies and
projects. A target threshold of at least 60 per cent. water-related
activity will be set for an investment to be considered
"water-related".
Using global research and sourcing, the
strategy is intended to allow the Company to build an optimised
water portfolio focused on investments that offer water-related
returns and diversified by factors such as geography, water sector,
investment type, investment size, and investment structure. In
certain cases, investments may have broader applicability and
possibility for regional or global scalability.
Competitive strengths
The team at the Manager is experienced in water-related investments,
global direct investment, private equity, project finance, and
mergers and acquisitions. The Manager currently works exclusively in
the commodities and natural resource-related real assets sectors.
The Manager sources, evaluates and executes global transactions;
conducts research; designs customised risk management tools; and
structures portfolios specific to the particular characteristics of
natural resources.
The strategy of direct investment, combining water-related companies
and projects on a global level, is designed to offer returns linked
to global water supply and demand. This strategy can be clearly
distinguished from many water investment portfolios which are
limited to public equity investments.
On Admission, the Manager will own 3,850,000 shares in the capital
of the Company. By virtue of this holding and the performance fee
payable to the Manager by the Company, the Directors believe that
there should be a strong alignment of economic interest between the
Manager and Shareholders.
Directors
The Directors are responsible for the determination of the
investment policy and strategy of the Company and have overall
responsibility for the Company's activities. The Directors are Hasan
Askari (Chairman), Andrea Rossi, Timothy Betley and Kimberly Tara.
All of the Directors are non-executive directors and the majority of
the Directors are independent of the Manager. Kimberly Tara, as an
officer, employee and shareholder of the Manager, is treated as
being non-independent.
The Manager
The Manager is aCayman Islandsexempted company with offices
inBoston,London,Hong KongandGenevaand subsidiaries in theUKand
theUnited States.
The Manager focuses on the development
of, and risk management of, investment vehicles for commodities and
real assets. The Manager currently also manages the Zephyr Commodity
Fund, the Phaunos Timber Fund Limited and the Ceres Agriculture Fund
Limited.
Disclaimer
Landsbanki Securities (UK) Limited ("Landsbanki") are acting
exclusively for the Company and no-one else in connection with the
placing. Landsbanki will not regard any other person as their
clients in relation to the placing and neither will they be
responsible to anyone other than the Company for providing the
protections afforded to their respective clients, nor for providing
advice in relation to the placing, the contents of this announcement
or any placing, arrangement or other matter referred to herein.
This announcement does not constitute or form part of any offer or
invitation to issue or sell or any solicitation of any offer to
purchase or subscribe for any securities in the capital of the
Company, 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 therefore. The distribution of this announcement and
other information in connection with the listing and the placing in
certain jurisdictions may be restricted by law and persons into
whose possession this announcement, or 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.
In particular neither this announcement nor any copy of it may be
made or transmitted into the United States, its territories or
possessions or distributed, directly or indirectly, in the United
States, its territories or possessions. Neither this announcement
nor any copy of it may be taken or transmitted into Australia,
Canada or Japan or to any persons in any of those jurisdictions. Any
failure to comply with these restrictions may constitute a violation
of United States, Australian, Canadian or Japanese securities law.
The securities referred to herein have not been registered under the
applicable securities laws of the United States, Canada, Australia
or Japan and, subject to certain exceptions, may not be offered or
sold within the United States, Canada, Australia or Japan or to any
national, resident or citizen of the United States, Canada,
Australia or Japan.
Further, this announcement is not an offer for sale of, or a
solicitation to purchase or subscribe for, any securities in the
United States. The Company has not, and will not be, registered
under the Investment Company Act of 1940, as amended. In addition,
the offer, issue and sale of the shares in the capital of the
Company have not been, and will not be, registered under the
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. Accordingly, the shares in the
capital of the Company are only being offered and sold outside the
United States to non-US persons in reliance on the exemption from
registration provided by Regulation S under the Securities Act
("Regulation S"). The shares in the capital of the Company may not
be offered, sold, pledged or otherwise transferred or delivered,
directly or indirectly, in or into the United States, or to or for
the account or benefit of any US person (as defined in Regulation
S).
Copies of the Prospectus may, subject to
any applicable law, be obtained at no cost from the Company's
registered office or from the Document Viewing Facility, UK Listing
Authority, The Financial Services Authority, 25 North Colonnade,
Canary Wharf, London E14 5HS.
Forward-looking statements
This announcement contains "forward-looking" statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the control of the Company and its consolidated subsidiaries and subsidiary undertakings ("Aqua") and all of which are based on the Directors' current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors or Aqua concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of Aqua and the industry in which it operates.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing Aqua. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this document. The Company and Landsbanki expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the FSA.
This announcement does not constitute a recommendation concerning the placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the placing cannot be relied upon as a guide to future performance. Potential investors should consult a professional advisor as to the suitability of the placing and the shares in the capital of the Company for the individual concerned.
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