TIDMWINV
RNS Number : 5259C
Worsley Investors Limited
10 February 2020
This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
any Member State of the European Economic Area (other than the
Republic of Ireland), Australia, Canada, Japan or South Africa or
any jurisdiction where to do so might constitute a violation of
local securities laws or regulations.
10 February 2020
Worsley Investors Limited
("Worsley" or "the Company")
Publication of Prospectus
Further to the announcement made on the 7 January 2020 regarding
the intention to launch an Open Offer to raise gross proceeds of
GBP6.2 million at a price of 30 pence per New Ordinary Share, the
Company is pleased to announce the publication of the prospectus
(the "Prospectus").
The Prospectus containing full details of the Open Offer and
Initial Issue will be posted to shareholders and is expected to be
made available on Worsley's website (www.worsleyinvestors.com)
imminently. The Prospectus also contains details of the Company's
placing programme of new Ordinary Shares (the "Placing
Programme").
The Prospectus will be submitted to the National Storage
Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM following publication.
All capitalised terms in this announcement have the meaning
given to them in the Prospectus, unless otherwise defined
herein.
Summary
- The target size of the Open Offer is GBP6.2 million through
the Open Offer of 20,758,441 New Ordinary Shares at an Issue Price
of 30 pence per New Ordinary Share.
- The Open Offer provides an opportunity for Qualifying
Shareholders to participate by subscribing for their Open Offer
Entitlements on a pre-emptive basis, alongside an ability to
subscribe for an amount in excess of their Open Offer Entitlement
under the Excess Application Facility where other Qualifying
Shareholders do not take up their Open Offer Entitlements in full.
Qualifying Shareholders may apply for New Ordinary Shares under the
Open Offer at the Issue Price on the basis of 1 New Ordinary Share
for every 1 Existing Ordinary Share held by the Shareholder on the
Record Date.
- The Net Issue Proceeds of the Open Offer will enable the
Company to pursue its Investment Objective and will be invested in
accordance with the Company's Investment Policy. The Board expects
that the Net Issue Proceeds of the Open Offer will be supplemented
in due course by the disposal proceeds of the Curno Asset, with
such disposal proceeds also being deployed in accordance with the
Company's Investment Policy.
- Upon completion of the Open Offer, and assuming the Open Offer
is fully subscribed, the New Ordinary Shares will represent
approximately 50 per cent. of the Company's Enlarged Issued
Ordinary Share Capital.
- The Company has received from Qualifying Shareholders
representing in excess of 55% of the Existing Ordinary Shares firm
indications that they intend to subscribe for New Ordinary Shares
pursuant to the Open Offer.
- The Open Offer price of 30 pence represents a discount of c.35
per cent to the most recently announced NAV of 45.84 pence per
share at 30 September 2019.
The Initial Issue
- The Initial Issue will allow the Company to seek subscribers
for any New Ordinary Shares not subscribed for under the Open
Offer. The issue of New Ordinary Shares pursuant to the Initial
Issue is conditional upon the Open Offer not being fully subscribed
and will be subject to the representations and warranties contained
in Part XI (Terms and Conditions of any Placing and the Placing
Programme) of this Prospectus. In order to subscribe for New
Ordinary Shares under the Initial Issue (to the extent available),
applicants will be required to provide an application form.
Placing Programme
- The Board considers that any Placings of New Ordinary Shares
pursuant to the Placing Programme are unlikely to be carried out
until at least 50 per cent. of the Company's Gross Open Offer
Proceeds following the Open Offer have been invested or committed
in accordance with the Investment Objective and the Investment
Policy. The maximum number of New Ordinary Shares which may be
issued under the Placing Programme is 250 million Ordinary
Shares.
EXPECTED offer TIMETABLE
Record Date for entitlement under the Open Offer 7 February 2020
Publication of Prospectus 10 February 2020
Distribution to Qualifying Non-Crest Shareholders of the 11 February 2020
Application Form
Ex-entitlement date of the Open Offer 11 February 2020
Open Offer Entitlements and Excess Open Offer 12 February 2020
Entitlements credited to stock accounts in CREST
of Qualifying CREST Shareholders
Latest recommended time and date for requested withdrawal 4.30 p.m. 27 February 2020
of Open Offer Entitlements and Excess
CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open offer 3.00 p.m. 28 February 2020
Entitlements and Excess CREST Open Offer Entitlements
in CREST
Latest time and date for splitting of Application Forms 3.00 p.m. 2 March 2020
under the Open Offer
Latest time and date for receipt of Application Forms and 11.00 a.m. 4 March 2020
payments in full under the Open
Offer and settlement of relevant CREST instructions (as
appropriate)
Announcement of applications received under the Open 5 March 2020
Offer
Latest time and date to submit signed application forms 1.00 p.m. 11 March 2020
in respect of the Initial Issue
Results of the Offer announced 12 March 2020
Where applicable, expected date for CREST accounts to be 13 March 2020
credited in respect of New Ordinary
Shares in uncertificated form
Admission and dealings in the New Ordinary Shares 13 March 2020
expected to commence on market
Where applicable, expected date for despatch of Within 10 Business Days of Admission
definitive share certificates for New Ordinary
Shares in certificated form
Publication of results of each Placing As soon as practicable following the closing of each
Placing
Admission and crediting of CREST accounts in respect of Business Day on which the New Ordinary Shares are issued
each Placing
Despatch of definitive share certificates for the New Approximately two weeks following the Admission of such
Ordinary Shares in certified form New Ordinary Shares
Placing Programme closes 9 February 2021
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this document may
be adjusted by the Company in which event the Company will make an
appropriate announcement to a Regulatory Information Service giving
details of any revised dates and the details of the new times and
dates will be notified to the London Stock Exchange and, where
appropriate, Shareholders. Shareholders may not receive any further
written communication.
Enquiries:
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 7785 224602
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar / Hugo Masefield
Tel: +44 (0) 20 76016100
Praxis Fund Services Limited (Administrator and Secretary)
Matt Falla / Katrina Rowe
Tel: +44 (0) 1481 73760
LEI: 213800AF85VEZMDMF931
Important Notice
Except where the context requires otherwise, until the expiry of
the transition period agreed between the United Kingdom and the
European Union as part of the terms of the United Kingdom's exit
from the European Union, a reference to the European Union or the
European Economic Area is a reference to the members of the
European Union or European Economic Area from time to time, as
applicable together with the United Kingdom.
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, or subscribe for, the New
Ordinary Shares or any other securities to any person in Australia,
Canada, Japan or South Africa, or the United States or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada, Japan or
South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, Japan or South Africa.
The offer and sale of the securities referred to herein has not
been and will not be registered under the US Securities Act or
under the applicable securities laws of Australia, Canada, Japan or
South Africa. The availability of the Open Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about
and observe any application requirements.
The New Shares have not been and will not be registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States or under any securities
laws of Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would be unlawful and may not be
offered, sold, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, within the United States, or
within any of Australia, Canada, Japan or South Africa or any other
jurisdiction where to do so would be unlawful. There will be no
public offer of the New Ordinary Shares in the United States.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area (other than
the United Kingdom) who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"). For the purposes of this provision, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129. In
addition, in the United Kingdom, this communication is being
distributed only to, and is directed only at, Qualified Investors:
(i) who have professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area other than the United Kingdom
and Republic of Ireland, by persons who are not Qualified
Investors.
The distribution of this announcement and the offering of the
New Ordinary Shares in jurisdictions other than the United Kingdom
and Republic of Ireland may be restricted by law. No action has
been taken by the Company or Shore Capital and Corporate Limited
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and
Shore Capital and Corporate Limited to inform themselves about, and
to observe, any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness. Nothing in
this announcement constitutes investment advice and any
recommendations that may be contained herein have not been based
upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
Potential investors should be aware that any investment in the
Company is speculative, involves a high degree of risk, and could
result in the loss of all or substantially all of their investment.
Results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
The returns set out in this document are targets only. There is no
guarantee that any returns set out in this document can be achieved
or can be continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied is, or will be made as to, or in relation to,
and no responsibility or liability is, or will be, accepted by
Shore Capital and Corporate Limited or by any of their affiliates
or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
has been appointed to act as sponsor and financial adviser to the
Company in connection with the Open Offer and Initial Issue. Shore
Capital and Corporate Limited is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, Persons viewing
this announcement should note that, in connection with the Open
Offer and Initial Issue, Shore Capital and Corporate Limited is
acting exclusively for the Company and no one else. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Shore Capital and Corporate Limited. by FSMA, Shore Capital and
Corporate Limited will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Shore
Capital and Corporate Limited or for advising any other person on
the transactions and arrangements described in this announcement.
No representation or warranty, express or implied, is made by Shore
Capital and Corporate Limited. as to any of the contents of this
announcement for which the Company and the Directors are solely
responsible. Shore Capital and Corporate Limited. has not
authorised the contents of, or any part of, this announcement and
(without limiting the statutory rights of any person to whom this
announcement is issued) no liability whatsoever is accepted by
Shore Capital and Corporate Limited for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information, for which the Company and the
Directors are solely responsible. Accordingly, Shore Capital and
Corporate Limited disclaim (to the extent permitted by law) any
liability which they might otherwise have in respect of any of the
information or opinions contained in this announcement, whether
arising in tort, contract or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PDIZBLFFBLLFBBK
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