TIDMRECI TIDMRECP TIDMTTM
RNS Number : 0364K
Real Estate Credit Investments Ltd
04 July 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER
JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information in the prospectus published on 23 February 2017 (the
"Prospectus") and the supplementary prospectus published on 16 June
2017 (the "Supplementary Prospectus") by Real Estate Credit
Investments Limited (the "Company") in connection with the Placing
Programme (as defined below) and the admission of certain of its
ordinary shares (the "New Ordinary Shares") to the premium segment
of the Official List of the Financial Conduct Authority (the
"Official List") and to trading on the Main Market for listed
securities of the London Stock Exchange (the "London Stock
Exchange"). Copies of the Prospectus are available at the Company's
registered office and are available for viewing at the National
Storage Mechanism at www.morningstar.co.uk/uk/nsm. This
announcement does not constitute or form a part of any offer to
sell or issue, or a solicitation of any offer to purchase or
otherwise acquire, securities by any US Persons or in the United
States or in any other jurisdiction. Neither this announcement nor
any part of it shall form the basis of or be relied on in
connection with or act as an inducement to enter into any contract
or commitment whatsoever.
4 July 2017
Real Estate Credit Investments Limited
Closing of the Placing
Further to the announcement on 28 June 2017, the Board of Real
Estate Credit Investments Limited ("RECI" or "Company") is pleased
to announce that the Company has raised GBP23.5 million through a
placing of 14,242,425 New Ordinary Shares at 165 pence per New
Ordinary Share (the "Placing Price") pursuant to the Company's
placing programme (the "Placing").
All New Ordinary Shares will, when issued and fully paid,
include the right to receive all dividends or other distributions
made, paid or declared, if any, by reference to a record date after
the date of their issue save that the New Ordinary Shares issued
under the Placing will not be entitled to the fourth interim
dividend of 3.0 pence per Existing Ordinary Share declared by the
Company on 16 June 2017 payable to Ordinary Shareholders on the
register at the close of business on 30 June 2017.
The Company intends to utilise the net proceeds of the Placing
to invest in its current pipeline of attractive investment
opportunities which primarily comprise debt secured by commercial
or residential properties in the United Kingdom and Western Europe
which might take the form of (i) securitised tranches of secured
real estate related debt securities, for example, RMBS and CMBS and
(ii) secured real estate loans, debentures or any other form of
debt instrument.
Liberum Capital Limited ("Liberum") was appointed as Sole
Bookrunner in relation to the Placing.
Application will be made to the UK Listing Authority and to the
London Stock Exchange for admission of the New Ordinary Shares to
be issued pursuant to the Placing to the Official List and to
trading on the London Stock Exchange's main market for listed
securities ("Admission"). Admission of the New Ordinary Shares is
expected to occur at 8.00am on 10 July 2017.
Bob Cowdell, Chairman of Real Estate Credit Investments Limited,
commented:
"The Board is pleased that the level of support from our
existing shareholders and new investors has combined to increase
the Placing from GBP12 million to GBP23.5 million, which will be
deployed into RECI's current pipeline of investment
opportunities."
Capitalised terms not otherwise defined in this announcement
shall have the meaning set out in the Prospectus.
For further information please contact:
Cheyne Capital Management (UK) +44 (0)20 7968
LLP 7482
Nicole Von Westenholz (Investor
Relations)
+44 (0)20 3100
Liberum Capital Limited (Bookrunner) 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Henry Freeman
Ben Roberts
Important notice
This announcement is an advertisement and not a prospectus and
investors should not subscribe for or purchase any shares referred
to in this announcement except on the basis of information in the
Prospectus or the Supplementary Prospectus published by the Company
in connection with the admission of the New Ordinary Shares in the
capital of the Company to the premium segment of the Official List
of the Financial Conduct Authority and to trading on the London
Stock Exchange's Main Market for listed securities. Copies of the
Prospectus and the Supplementary Prospectus are available from the
Company's registered office, and have been made available for
viewing at the National Storage Mechanism at
www.morningstar.co.uk/uk/nsm.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed Company. Any such
determination should involve, among other things, an assessment of
the legal, tax, accounting, regulatory, financial, credit and other
related aspects of the securities.
This announcement does not constitute and may not be construed
as an offer to sell, or an invitation to purchase, 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 (including, without limitation, any illustrative
modelling information contained herein), 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.
All investments are subject to risk, including the loss of the
principal amount invested. Past performance is no guarantee of
future returns. 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.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
This announcement is only addressed to or directed at persons in
the United Kingdom who: (i) have professional experience in matters
relating to investments and fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order; or (iii) are other persons
to whom it may otherwise lawfully be communicated (all such persons
referred to in (i), (ii) and (iii) together being "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to and will only be engaged
in with the persons referred to in (i), (ii) and (iii).
Neither this announcement nor any part or copy of it may be
taken or transmitted into the United States, Australia, Canada,
South Africa or Japan, or distributed, in whole or in part,
directly or indirectly, to any US Persons or in or into the United
States, Australia, Canada, South Africa, Japan or any other
jurisdiction where, or to any other person to whom, to do so would
constitute a violation of applicable law. Any failure to comply
with this restriction may constitute a violation of applicable law.
This announcement does not constitute or form a part of any offer
to sell or issue, or a solicitation of any offer to purchase or
otherwise acquire, securities by any US Persons or in the United
States or in any other jurisdiction. Persons into whose possession
this announcement comes should observe all relevant
restrictions.
The Company has not been and will not be registered under the US
Investment Company Act and as such investors are not and will not
be entitled to the benefits of the US Investment Company Act. The
Ordinary Shares have not been and will not be registered under 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, sold, resold, pledged, taken up, exercised, renounced,
delivered, distributed or transferred, directly or indirectly, into
or within the United States or to, or for the account or benefit
of, US Persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States and in
a manner which would not result in the Company being required to
register as an "investment company" under the US Investment Company
Act. In connection with the Placing Programme, subject to certain
exceptions, offers and sales of Ordinary Shares will be made only
outside the United States in "offshore transactions" to non-US
Persons pursuant to Regulation S under the US Securities Act. There
has been and will be no public offering of the Ordinary Shares in
the United States.
Neither the US Securities and Exchange Commission, nor any
securities regulatory authority of any state or other jurisdiction
of the United States, has approved or disapproved of the securities
of the Company or passed upon or endorsed the merits of any
offering of such securities.
Prospective investors should take note that any securities may
not be acquired by (i) investors using assets of (A) an "employee
benefit plan" as defined in Section 3(3) of US Employee Retirement
Income Security Act of 1974, as amended ("ERISA") that is subject
to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the
US Tax Code, including an individual retirement account or other
arrangement that is subject to Section 4975 of the US Tax Code; or
(C) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Liberum is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Liberum is acting for the Company and
no one else in connection with the Placing Programme and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum or for affording advice
in relation to any transaction or arrangement referred to in this
announcement. This announcement does not constitute any form of
financial opinion or recommendation on the part of Liberum or any
of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities.
Forward-looking statements
This announcement may contain forward-looking statements
regarding the financial condition, results of operations, cash
flows, dividends, financing plans, business strategies, operating
efficiencies, budgets, capital and other expenditures, competitive
positions, growth opportunities, plans and objectives of management
and other matters relating to the Company. Statements in this
announcement that are not statements of historical facts are hereby
identified as forward-looking statements. In some instances,
forward-looking statements can be identified by the use of
forward-looking terminology, including terms such as "projects",
"forecasts", "anticipates", "expects", "believes", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology.
By their nature, forward-looking statements involve risk and
uncertainty as they relate to future events and circumstances.
Forward-looking statements are not guarantees of future
performance, and the actual results, performance or achievements of
the Company, and development of the markets and the industries in
which it operates or is likely to operate, may differ materially
from those-described in, or suggested by, any forward-looking
statements contained in this announcement. In addition, even if
actual results, performance, achievements or developments are
consistent with any forward-looking statements contained in this
announcement in a given period, those results, performance,
achievements or developments may not be indicative of results,
performance, achievements or developments in subsequent periods. A
number of factors could cause results, performance, achievements
and developments to differ materially from those expressed or
implied by any forward-looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation and currency
fluctuations.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events, speak only as
of their date and are subject to change without notice. Save as
required by applicable law or regulation, the Company and the other
parties named in this announcement expressly disclaim any
obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as
a result of new information, future developments or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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