Hogan Lovells Advises Bilfinger Berger Global Infrastructure on £212m IPO

LONDON, 14 December 2011 - Hogan Lovells has advised Bilfinger Berger Global Infrastructure SICAV S.A. (BBGI) on its successful initial public offering, the results of which were announced yesterday, Wednesday 14 December.  The issue was structured as a placing and offer for subscription and was oversubscribed. This is the only IPO on the London Stock Exchange's main market in the second half of 2011.  

BBGI's shares are expected to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the main market of the London Stock Exchange on 21 December.  The IPO will raise £212 million, issuing 212 million ordinary shares at an issue price of 1 pound per ordinary share, to invest in a portfolio of up to 19 private finance initiative (PFI) and public private partnership (PPP) projects to be acquired from Bilfinger Berger Project Investments.  The initial seed portfolio is spread across a range of sectors and countries, namely Europe, Canada and Australia; and covering roads, education, healthcare and prisons.

BBGI is unique in that it is the only self-managed infrastructure fund that is listed on the London market and is the first ever Luxembourg SICAV to be admitted to the Official List of the UK Listing Authority as a closed-ended fund.

RBS Hoare Govett acted as global co-ordinator, joint sponsor and joint bookrunner to the placing and offer for subscription. Oriel Securities Limited acted as joint sponsor and joint bookrunner to the placing and offer for Subscription.

The Hogan Lovells team advising BBGI was jointly led by London infrastructure and project finance partner Philip Brown and London investment funds partner Erik Jamieson.  Erik and Philip were supported by funds associate Amelia Hulme, infrastructure and project finance associates Christopher Simmonds, Thea Connolly and Rachel Candler and by Frankfurt based corporate partner Suzanne Schaefer.

Bilfinger Berger's internal legal team was led by Andreas Lamping, Head of Legal (Project Investments), with support from Candy Saga, senior legal counsel.  NautaDutilh Luxembourg (Pierre Reuter and Josée Weydert) provided Luxembourg law advice to BBGI.  Freshfields (Jonathan Baird) advised the bookrunners and Allen & Overy (Mark Dighero) acted as special counsel to Bilfinger Berger SE alongside Hogan Lovells. 

PricewaterhouseCoopers LLP were appointed as independent valuer of the seed portfolio assets and Ernst & Young (UK and Luxembourg) acted as reporting accountants.

Commenting on the transaction, Philip Brown said:

"We are delighted to act for both Bilfinger Berger and the fund on this interesting and challenging transaction which represents one of very few equity issues at the moment given current market volatility.  The acquisition of the seed portfolio projects by BBGI is a complex, multi-jurisdictional transaction in its own right, but with the added complexity of structuring a new fund product in a way that has not been done before."

Erik Jamieson said:

"The Bilfinger Berger Global Infrastructure Fund IPO confirms our continued leading position in the listed infrastructure funds market, where we act for four of the six London main market listed infrastructure funds.  Clients consistently cite our ability to put together a team which combines both infrastructure and funds expertise which few firms can match as the reason why we are the go-to firm for this work."

Frank Schramm, Co-CEO of BBGI said:

"We are delighted to have successfully completed the IPO despite the current volatile markets.  The Hogan Lovells team provided us with superb support, and pragmatic, responsive legal advice at every stage of the transaction.  We really felt we had the "A-team" working on this, with tremendous strength and depth at all levels. "

Andreas Lamping, Head of Legal Bilfinger Berger (Project Investments) said:

"Closing a major project like this is a marathon. The Hogan Lovells team always led us in the race and strongly supported us overcoming the challenges on the way. Combining multi-jurisdictional expertise with in depth capital markets and PPP/PFI knowledge was the reason we chose Hogan Lovells – and this proved to be the right choice."


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