Publication of Circular (717525)
August 24 2018 - 12:22PM
UK Regulatory
Dow Jones received a payment from EQS/DGAP to publish this press
release.
AEW UK REIT plc (AEWU)
Publication of Circular
24-Aug-2018 / 17:21 GMT/BST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO
U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
SOUTH AFRICA.
AEW UK REIT plc
(the "Company)
24 August 2018
Publication of Circular
AEW UK REIT plc has today posted a circular to Shareholders (the "Circular")
convening a General Meeting to be held at The Cavendish Hotel, 81 Jermyn
Street, St. James', London SW1Y 6JF at 12.15 p.m. on 12 September 2018 at
which resolutions will be put to Shareholders to approve: (i) the adoption
of New Articles to permit the issuance of C Shares; and (ii) the issue of up
to 250 million Ordinary Shares and/or 250 million C Shares and the
disapplication of associated pre-emption rights in connection with a
potential new twelve month share issuance programme (together the
"Proposals"). Full details of the Proposals are set out in the Circular, a
copy of which will shortly be available on the Company's website at
www.aewukreit.com.
Background
The Company was launched in May 2015, raising gross proceeds of GBP100.5
million on IPO. Since then, a further 51,058,251 Ordinary Shares have been
issued at a premium to the NAV per Ordinary Share. As at 30 June 2018, the
fair value independent valuation of the Company's portfolio was GBP191.95
million, following the part sale of Pearl Assurance House, Nottingham. The
NAV was GBP149.14 million or 98.40 pence per Ordinary Share and EPRA earnings
per Ordinary Share for the quarter to 30 June 2018 was 2.04 pence per
Ordinary Share, in line with the Company's target annual dividend of 8.00
pence per Ordinary Share.
At 30 June 2018, the Company held GBP6.72 million cash for investment and has
declared dividends of 22.83 pence per Ordinary Share since launch.
AEW UK Investment Management LLP, the Company's investment manager,
continues to see a strong pipeline of potential opportunities generated by
its network of contacts across the UK commercial property market.
Accordingly, the Directors believe it is now appropriate to seek Shareholder
approval such that on the occurrence of suitable market conditions the
Company will be in a position to raise capital. Any such fundraising will
only be carried out when the Directors consider that it is in the best
interests of Shareholders and the Company as a whole. Relevant factors in
making such a determination will include net asset performance, share price
rating, investment pipeline and perceived investor demand.
Adoption of New Articles, Disapplication of Pre-emption Rights and Approval
of the Issue of Shares
In order to mitigate the risk of any cash drag to existing Shareholders, and
to ensure that the NAV attributable to the existing Ordinary Shares is not
diluted by the expenses associated with any new Share Issuance Programme,
the Directors believe it is prudent to have the ability to issue C Shares
under any potential Share Issuance Programme. Any new Ordinary Shares will
only be issued pursuant to the potential Share Issuance Programme at prices
greater than the latest published NAV per Ordinary Share.
In order to issue, on a non-pre-emptive basis, C Shares pursuant to the
potential Share Issuance Programme, the new articles are required to be
adopted (incorporating the rights of the new C Shares) and the Directors
also require specific authority from Shareholders. Therefore, the Company is
seeking Shareholder authority to: (i) adopt the new articles; and (ii) issue
and disapply associated statutory pre-emption rights for 250 million
Ordinary Shares and/or 250 million C Shares in connection with any new Share
Issuance Programme until the earlier of the close of such new Share Issuance
Programme and 30 June 2020.
Any issue of Shares using the above authorities will be subject to the
Company having a live Share Issuance Programme and, accordingly, the
Directors currently intend to publish a new prospectus in due course.
Expected Timetable of Principal Events
Latest time and date for the 12.15 p.m. on 10 September
return of the Form of Proxy 2018
General Meeting 12.15 p.m. on 12 September
2018 (or as soon thereafter as
the annual general meeting of
the Company convened for the
same date has concluded)
All references to times in this announcement are to London time unless
otherwise stated. Any changes to the expected timetable will be notified by
the Company through a Regulatory Information Service.
Terms used and not defined in this announcement shall have the meaning given
in the Circular. A copy of the Circular has also been submitted to the
National Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/nsm.
Enquiries:
AEW UK
Mark Burton +44(0) 1392 477500
Alex Short alex.short@eu.aew.com
+44(0) 207 016 4880
Laura Elkin laura.elkin@eu.aew.com
+44(0) 20 7016 4869
Liberum Capital
Gillian Martin +44(0) 20 3100 2000
Christopher Britton +44(0) 20 3100 2226
Company Secretary
Link Company Matters Limited aewu.cosec@linkgroup.co.uk
+44(0) 1392 477500
www.aewukreit.com [1]
ISIN: GB00BWD24154
Category Code: MSCH
TIDM: AEWU
LEI Code: 21380073LDXHV2LP5K50
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 5922
EQS News ID: 717525
End of Announcement EQS News Service
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=c9b6404682d7efd026577394ecbedab5&application_id=717525&site_id=vwd_london&application_name=news
(END) Dow Jones Newswires
August 24, 2018 12:22 ET (16:22 GMT)
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