Dematerialisation of Ordinary Shares
1 December 2020
BBGI Global Infrastructure S.A.
Dematerialisation of Ordinary Shares
BBGI Global Infrastructure S.A. (LSE ticker: BBGI), the global infrastructure investment company, announces that, pursuant to the resolutions passed at the Extraordinary General Meeting of the Company held on 30 November 2020, the Company has initiated the mandatory conversion of all issued registered shares of the Company (the Ordinary Shares) into dematerialised shares (the Dematerialisation).
The Dematerialisation is expected to become effective on 8 December 2020 (the Effective Date).
Holders of depository interests (Depository Interests) issued by Link Market Services Trustees Limited (the Depository), representing ordinary shares in the Company (Ordinary Shares), do not need to take any action. The Depository, in its capacity as the holder of Ordinary Shares in the capital of the Company represented by the Depository Interests on a one-for-one basis, will hold such Ordinary Shares in dematerialised form from the Effective Date. To be clear, the Dematerialisation affects the way in which the Company's Ordinary Shares are held and should not affect the Depository Interests, which will continue to be issued by the Depository to depository interest holders in CREST and traded in the normal manner.
Shareholders who are not holders of Depositary Interests are invited to seek advice on how the Dematerialisation will affect their shareholding. The minimum conversion period of the Dematerialisation is two years from the Effective Date (the Minimum Conversion Period). During the Minimum Conversion Period, each shareholder may contact the Company to arrange for the conversion of their Ordinary Shares into dematerialised form. Upon the expiry of the Minimum Conversion Period, all remaining Ordinary Shares may be mandatorily converted by the Company into dematerialised form.
The Company has appointed LuxCSD S.A., in its capacity as an authorised Central Securities Depository in accordance with Regulation (EU) No 909/2014 (the CSD Regulation), as the Company's settlement organisation with regard to the dematerialised shares as from the Effective Date. Shareholders should note that this does not affect settlement of transfers in Depository Interests.
The purpose of the Dematerialisation and the Company's appointment of LuxCSD is part of the Company's Brexit strategy, ensuring that trades relating to the Ordinary Shares will continue to be eligible for settlement in CREST regardless of the future regulatory status of Euroclear UK & Ireland Limited under the CSD Regulation.
The Company has also appointed Banque Internationale à Luxembourg S.A. as its principal agent (LuxCSD Agent) in order to ensure the Company's compliance with the operational requirements of LuxCSD.
The Dematerialisation and the appointment of a LuxCSD Agent are each a necessary preliminary step in order for the Company to satisfy LuxCSD's admission criteria.
For further information, please contact:
BBGI Management Team
+352 263 479-1
BBGI Global Infrastructure (BBGI) is a responsible infrastructure investment company and a constituent of the FTSE 250 that invests in and actively manages for the long-term a globally diversified, low-risk portfolio of essential social infrastructure investments.
BBGI is committed to delivering stable and predictable cash flows with progressive long-term dividend growth and attractive, sustainable, returns for shareholders. BBGI has a proactive approach to preserving and enhancing the value of its investments, and to delivering well maintained social infrastructure for communities and end users, whilst serving society by supporting local communities.
All of BBGI's investments are availability-based and supported by secure public sector-backed contracted revenues, with inflation-protection characteristics, that is paid so long as the assets are available for use.
BBGI's investment portfolio is over 99% operational with all its investments located across highly rated investment grade countries with stable, well developed operating environments.
BBGI's in-house management team is incentivised by shareholder returns and consistently maintains low comparative ongoing charges to shareholders.
Further information about BBGI is available on its website at www.bb-gi.com *.
The Company's LEI is: 529900CV0RWCOP5YHK95
Any reference to the Company or BBGI refers also to its subsidiaries (where applicable).
* Neither the Company's website nor the content of any website accessible from hyperlinks on its website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.