Esken £55 million capital raising and £125 million investment by Carlyle

Davis Polk is advising the joint sponsors, bookrunners and global co-ordinators to Esken on its £55 million capital raising and the joint sponsors to Esken on the proposed £125 million investment by Carlyle Global Infrastructure Opportunity Fund, each in connection with a refinancing of the U.K. aviation and energy infrastructure group that also involves the provision to Esken of a new £20 million facility by the lenders.

The capital raising is structured as a fully underwritten firm placing and placing and open offer of approximately 392.8 million new ordinary shares to raise gross proceeds of approximately £55 million. Pursuant to the placing, a total of approximately 314 million new ordinary shares were firm placed and approximately 78.8 million new ordinary shares were conditionally placed with institutional and other investors, in each case at a price of 14 pence per share, subject in the case of the conditionally placed shares to clawback by qualifying shareholders under the open offer on the basis of one new ordinary share for every eight existing ordinary shares held by the qualifying shareholder. The £125 million investment by Carlyle Global Infrastructure Opportunity Fund is structured as a £125 million senior loan facility, convertible into 29.9% of the share capital of London Southend Airport, a subsidiary of Esken. The capital raising and the investment, a Class 1 transaction for the purposes of the U.K. Listing Rules, are both conditional upon the approval of Esken shareholders. Admission of the new ordinary shares to the premium segment of the Official List and to trading on the London Stock Exchange and completion of the investment are expected to take place on or around August 26, 2021.

Esken is a U.K. infrastructure group with core operations in the aviation and biomass energy industries. The group is focused on establishing and investing in the growth of London Southend Airport as a major London airport and in the creation of a high-margin renewable waste wood fuel business. The group has reduced its non-core operations significantly including through the sale of its rail and civils business. Esken is listed on the London Stock Exchange and is a constituent member of the FTSE All-Share Index.

The Davis Polk corporate team includes partner Will Pearce and associates Fiona Tregeagle and Charlie Burrell. Partner Reuven B. Young, counsel Connie I. Milonakis and associate Christopher Diel are providing U.S. securities law advice. Partner Jonathan Cooklin and associate Freddie Schwier are providing tax advice. All members of the Davis Polk team are based in the London office.