TIDMHOME
RNS Number : 9963M
Home REIT PLC
27 May 2022
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA
WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED), OR ANY
OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL, OR TO ANY
NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY MEMBER STATE OF THE EEA.
27 May 2022
Home REIT plc
("Home REIT" or the "Company")
Result of Oversubscribed Placing
Further to the announcement of 16 May 2022, the Board of Home
REIT, which funds the acquisition and creation of high-quality
properties across the UK that are dedicated to providing suitable
accommodation for homeless people, is pleased to announce that it
has raised gross proceeds of approximately GBP263 million through a
significantly oversubscribed Subsequent Placing of 228,899,083 New
Ordinary Shares at an issue price of 115 pence per New Ordinary
Share.
Given the strong level and quality of demand from investors in
the capital raise, the Board determined to increase the size of the
Subsequent Placing from the target of approximately GBP150 million
to GBP263 million. Notwithstanding this increase, investor demand
exceeded the maximum size of the Subsequent Placing and a scaling
back exercise was undertaken. Following this Subsequent Placing,
the Company has issued all the Ordinary Shares covered in its
Placing Programme.
There is an ongoing critical need for homeless accommodation in
the UK due to an increasing homeless population and a lack of
available and affordable, high-quality, fit-for-purpose homes to
address this societal issue. Home REIT aims to be part of the
solution and will deploy the net proceeds of the Subsequent Placing
into the Company's attractive c. GBP300 million acquisition
pipeline, representing hundreds of new homes for some of the most
vulnerable members of society.
Lynne Fennah, Chairman of Home REIT plc, commented :
"The result of this oversubscribed fundraise, underpinned by
strong demand from new and existing investors, is a further
endorsement of Home REIT's strategy, purpose and the compelling
track record the team has built since inception just 18 months ago.
In that short time, we have created a portfolio offering over 8,500
beds to those who need them most and these new proceeds will enable
us to continue our mission to provide critically needed housing,
while scaling the Company and delivering on behalf of our increased
shareholder base."
Application for Admission
Applications have been made for admission of 228,899,083 New
Ordinary Shares to the premium segment of the Official List of the
Financial Conduct Authority and to trading on the premium segment
of the main market of the London Stock Exchange. It is expected
that admission in respect of the New Ordinary Shares will become
effective, and that dealings in the New Ordinary Shares will
commence, at 8.00 a.m. on 31 May 2022.
Total Voting Rights
On Admission, the Company's issued share capital will consist of
790,570,465 Ordinary Shares and this is the total number of
Ordinary Shares with voting rights in the Company. This figure may
be used by Shareholders in determining the denominator for the
calculation by which they will establish if they are required to
notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance and Transparency
Rules.
The New Ordinary Shares issued in connection with the Subsequent
Placing will be fully paid and will rank pari passu in all respects
with each other and with the existing ordinary shares of the
Company, including, without limitation, the right to receive all
dividends and other distributions declared, made or paid by
reference to a record date after the date of Admission. For the
avoidance of doubt, holders of New Ordinary Shares issued pursuant
to the Subsequent Placing will not be entitled to receive the
interim dividend of 1.37 pence per Ordinary Share announced by the
Company on 5 May 2022 in respect of those shares. Capitalised terms
have the meanings given to them in the Prospectus published by the
Company on 2 September 2021 as supplemented by the supplementary
prospectus published by the Company on 9 February 2022 unless
otherwise defined in this announcement.
Alvarium Securities Limited acted as Global Coordinator and Sole
Bookrunner in respect of the Subsequent Placing.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Alvarium Home REIT Advisors Via FTI Consulting below
Jamie Beale
Gareth Jones
Charlotte Fletcher
Alvarium Securities
Mark Thompson +44 (0)20 7016 6711
Eddie Nissen +44 (0)20 7016 6713
Oliver Kenyon +44 (0)20 7016 6704
FTI Consulting +44 (0)20 3727 1000
Claire Turvey HomeREIT@fticonsulting.com
Eve Kirmatzis
Ellie Perham-Marchant
Oliver Harrison
The Company's LEI is: 213800A53AOVH3FCGG44.
Disclaimer
This announcement does not constitute, and may not be construed
as, an offer to sell or an invitation to purchase investments of
any description or a recommendation regarding the issue or the
provision of investment advice by any party. No information set out
in this announcement is intended to form the basis of any contract
of sale, investment decision or any decision to purchase shares in
the Company.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia, collectively, the "United
States"). This announcement is not an offer of securities for sale
in or into the United States. The New Ordinary Shares have not
been, and will not be, registered under the US Securities Act 1933,
as amended (the "US Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold into or within the
United States, absent registration under, or except pursuant to an
exemption from the registration requirements of, the US Securities
Act, and in compliance with any applicable securities laws of any
state or other jurisdiction in the United States. No public
offering of securities is being made in the United States.
In addition the Company has not been and will not be registered
under the US Investment Company Act of 1940, as amended.
Further, this announcement is not for release, publication or
distribution into Australia, New Zealand, Canada, Singapore, the
Republic of South Africa, Japan or any member state of the EEA
(other than any member state of the EEA where the Company's
securities may be lawfully marketed) or any other jurisdiction
where such distribution is unlawful.
The distribution of this announcement may be restricted by law
in certain jurisdictions and persons into whose possession any
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Each of
Alvarium Securities Limited ("Alvarium Securities") and Dickson
Minto W.S. (the "Sponsor"), both of which are authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for the Company and for no-one else and will not regard any other
person (whether or not a recipient of this announcement or the
Prospectus) as its client in relation to the Subsequent Placing,
the Placing Programme and the other arrangements referred to in the
Prospectus and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in connection with the Subsequent Placing, the
Placing Programme, any Admission and the other arrangements
referred to in this announcement and in the Prospectus.
The value of shares and the income from them is not guaranteed
and can fall as well as rise due to stock market and currency
movements. When you sell your investment you may get back less than
you originally invested. Figures refer to past performance and past
performance is not a reliable indicator of future results. Returns
may increase or decrease as a result of currency fluctuations.
This announcement contains forward looking statements,
including, without limitation, statements including the words
"believes", "estimates", "anticipates", "expects", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. Such forward looking
statements involve unknown risks, uncertainties and other factors
which may cause the actual results, financial condition,
performance or achievements of the Company, or industry results, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements.
These forward-looking statements speak only as at the date of
this announcement and cannot be relied upon as a guide to future
performance. The Company, the Investment Adviser, the AIFM,
Alvarium Securities and the Sponsor expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Regulation Rules of
the Financial Conduct Authority, the UK Market Abuse Regulation or
other applicable laws, regulations or rules. All potential
acquisitions remain subject to the Investment Adviser's stringent
due diligence process.
The information in this announcement is for background purposes
only and does not purport to be full or complete. Neither Alvarium
Securities nor the Sponsor, nor any of their respective affiliates,
accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. Alvarium Securities and the Sponsor, together with their
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
be found to have in respect of this announcement or its contents or
otherwise arising in connection therewith.
In connection with the Subsequent Placing, Alvarium Securities
and any of its affiliates may take up a portion of the New Ordinary
Shares as a principal position and in that capacity may retain,
purchase, sell, offer to sell for their own accounts such New
Ordinary Shares and other securities of the Company or related
investments in connection with the Subsequent Placing or otherwise.
Accordingly, references in the Prospectus to the New Ordinary
Shares being issued, offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by, Alvarium
Securities and any of its affiliates acting in such capacity. In
addition, Alvarium Securities and any of its affiliates may enter
into financing arrangements (including swaps or contracts for
differences) with investors in connection with which Alvarium
Securities and any of its affiliates may from time to time acquire,
hold or dispose of Ordinary Shares. Alvarium Securities does not
intend to disclose the extent of any such investments or
transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II") and (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA (together, the "MiFID II
Product Governance Requirements"), and disclaiming all and any
liability whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the New
Ordinary Shares have been subject to a product approval process,
which has determined that such securities are: (i) compatible with
an end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in UK MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such
term to have the same meaning as in the MiFID II Product Governance
Requirements) should note that: the market price of the New
Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed
income and no capital protection; and an investment in the New
Ordinary Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Subsequent
Placing and/or the Placing Programme. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Alvarium
Securities has only, and will only, procure investors (pursuant to
the Subsequent Placing and the Placing Programme) who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of UK MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares. Each distributor is responsible for undertaking its own
target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
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END
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