TIDMRGL
RNS Number : 3998Y
Regional REIT Limited
05 December 2017
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA,
THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO.
This announcement is not an offer of securities for sale, or an
offer to buy or subscribe for, directly or indirectly, securities
to any person in the United States of America or any other
jurisdiction, including in or into Australia, New Zealand, Canada,
the Republic of South Africa and Japan or any other jurisdiction in
which such offer or solicitation is unlawful. This announcement is
an advertisement and not a prospectus (or prospectus equivalent
document). A prospectus in connection with the proposed firm
placing, placing, open offer and offer for subscription (together,
the "Capital Raising") (the "Prospectus") and the admission of new
ordinary shares of no par value ("New Ordinary Shares") in Regional
REIT Limited ("Regional REIT" or the "Company" and, together with
its subsidiaries, the "Group") to be issued pursuant to the Capital
Raising to listing on the premium listing segment of the Official
List of the Financial Conduct Authority ("FCA") and to trading on
the Main Market for listed securities of London Stock Exchange plc
(together, "Admission") is expected to be published by the Company
later today. A copy of the Prospectus will, following publication,
be available on the Company's website (www.regionalreit.com) and be
available for viewing at the National Storage Mechanism at
https://www.morningstar.co.uk/uk/NSM.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
5 December 2017
Regional REIT Limited
("Regional REIT" or the "Company")
Results of Firm Placing
Firm Placing of GBP50 million and Placing, Open Offer and Offer
for Subscription to raise up to GBP50 million at 101 pence per New
Ordinary Share
Further to the announcement on 4 December 2017, Regional REIT
Limited (LSE: RGL), is pleased to announce the results of its
accelerated bookbuild having conditionally raised GBP50 million
under the Firm Placing. The Company is now seeking to raise up to a
further GBP50 million through the Placing, Open Offer and Offer for
Subscription.
Subject to, inter alia, the Resolutions being passed at the
Extraordinary General Meeting which is expected to be convened to
be held on 19 December 2017, in aggregate, 49,504,950 New Ordinary
Shares are to be issued pursuant to the Firm Placing, with up to
49,504,950 New Ordinary Shares to be issued pursuant to the
Placing, Open Offer and Offer for Subscription, at an Offer Price
of 101 pence per New Ordinary Share, seeking to raise, in
aggregate, gross proceeds of up to approximately GBP100 million
(approximately GBP97 million net of expenses) from the Capital
Raising. The Board will have the ability to increase the size of
the Issue by up to 25 per cent. should there be sufficient
demand.
The 49,504,950 New Ordinary Shares to be issued pursuant to the
Firm Placing represent 16.5 per cent. of the Existing Ordinary
Shares and the 49,504,950 New Ordinary Shares to be issued pursuant
to the Placing, Open Offer and Offer for Subscription represent up
to 16.5 per cent. of the Existing Ordinary Shares.
The New Ordinary Shares to be issued pursuant to the Capital
Raising will rank pari passu in all respects with the Ordinary
Shares currently in issue and will have the right to receive all
dividends and distributions declared in respect of issued Ordinary
Share Capital of the Company after Admission, including the final
top-up dividend, which is expected to be 2.45 pence per Ordinary
Share, in respect of the financial year ended 31 December 2017.
Firm Placing
The Company is proposing to raise gross proceeds of GBP50
million through the Firm Placing of 49,504,950 New Ordinary Shares
which will represent approximately 50.0 per cent. of the New
Ordinary Shares and approximately 12.4 per cent. of the Enlarged
Share Capital.
Peel Hunt and Cenkos, as agents of the Company, have
conditionally placed the Firm Placing Shares with institutional and
other investors at the Offer Price. The Firm Placing Shares are not
subject to clawback and are not part of the Placing, Open Offer and
Offer for Subscription. The Firm Placing is subject to the same
conditions as the Placing. The terms and conditions of the Firm
Placing are as set out in the Company's announcement dated 4
December 2017.
Placing, Open Offer and Offer for Subscription
The Company is proposing to raise gross proceeds of up to
approximately GBP50 million through issuance of 49,504,950 New
Ordinary Shares pursuant to the Placing, Open Offer and Offer for
Subscription. The New Ordinary Shares to be issued under the
Placing, Open Offer and Offer for Subscription will represent up to
approximately 50.0 per cent. of the New Ordinary Shares and
approximately 12.4 per cent. of the Enlarged Share Capital.
Peel Hunt and Cenkos, as agents of the Company, have agreed to
use their reasonable endeavours to place the Placing Shares with
institutional and other investors at the Offer Price. The Placing
Shares will be subject to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer. Subject to the
satisfaction or, where applicable, waiver of the conditions and the
Placing Agreement not having been terminated in accordance with its
terms, any Open Offer Shares not subscribed for under the Open
Offer may be issued to Placing Placees, with the net proceeds of
the Placing being retained by Regional REIT. The terms and
conditions of the Placing are as set out in the Company's
announcement dated 4 December 2017.
Open Offer Entitlements
Qualifying Shareholders will have the opportunity under the Open
Offer to subscribe for New Ordinary Shares at the Offer Price,
payable in full on application and free of expenses, pro rata to
their existing shareholdings, on the following basis:
1 New Ordinary Share for every 8 Existing Ordinary Shares
held by them and registered in their names at the Record Time.
Fractions of New Ordinary Shares will not be allotted and each
Qualifying Shareholder's entitlement under the Open Offer will be
rounded down to the nearest whole number. Fractional entitlements
to New Ordinary Shares will be aggregated and will ultimately
accrue for the benefit of the Company.
Qualifying Shareholders are also being offered the opportunity
to subscribe for New Ordinary Shares in excess of their Open Offer
entitlements pursuant to an Excess Application Facility.
Further details of the Firm Placing and the Placing, Open Offer
and Offer for Subscription will be contained in the Prospectus to
be sent to shareholders today.
Financial effects of the Capital Raising
Upon Admission, assuming the gross proceeds of the Capital
Raising are approximately GBP100 million, the Enlarged Share
Capital of the Company will be up to 399,553,808 Ordinary Shares.
This includes 300,543,908 Existing Ordinary Shares, 49,504,950 New
Ordinary Shares to be issued pursuant to the Firm Placing and up to
49,504,950 New Ordinary Shares to be issued pursuant to the
Placing, Open Offer and Offer for Subscription. On this basis, the
Firm Placing Shares will represent approximately 12.4 per cent. of
the Enlarged Share Capital and the Open Offer Shares will represent
approximately 9.4 per cent. of the Enlarged Share Capital.
Following the issue of the New Ordinary Shares to be allotted
pursuant to the Capital Raising:
-- Qualifying Shareholders who take up their full Open Offer
Entitlements will suffer a dilution of 15.4 per cent. to their
interests in the Company; and
-- Qualifying Shareholders who do not take up any of their Open
Offer Entitlements will suffer a dilution of 24.8 per cent. to
their interests in the Company.
Extraordinary General Meeting
The Capital Raising will be conditional upon, amongst other
things, the Resolutions being passed at the Extraordinary General
Meeting of the Company which is expected to take place on 19
December 2017.
A further announcement will be made in due course confirming the
publication of the Prospectus relating to the Capital Raising,
which will include notice of the Extraordinary General Meeting.
Regional REIT Shareholders who hold their Existing Ordinary Shares
in certificated form will also receive forms of proxy for voting on
the Resolutions and application forms in respect of their Open
Offer Entitlements.
Directors' Participations
The Directors are interested in an aggregate of 1,352,549
Existing Ordinary Shares (representing approximately 0.45 per cent.
of the Existing Ordinary Shares). Kevin McGrath intends to
participate in the Firm Placing and has (in aggregate) agreed to
subscribe for 297,029 New Ordinary Shares pursuant to the Firm
Placing.
Related Party Transaction
Martin Hughes is a related party of the Company for the purposes
of Chapter 11 of the Listing Rules as a result of him having been
entitled, during the 12 month period prior to the date of this
announcement, to exercise, or to control the exercise of over, 10
per cent. of the votes able to be cast at an extraordinary general
meeting of the Company. Martin Hughes, through Toscafund
Investments Limited, a private company controlled by Martin Hughes,
has agreed to subscribe for up to 6,435,643 New Ordinary Shares
under, and on the terms and conditions of, the Firm Placing, which
is classified as a smaller related party transaction for the
purposes of Chapter 11.1.10R of the Listing Rules.
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meanings as set out in the
announcement made by the Company on 4 December 2017.
Expected timetable of principal events
Each of the times and dates in the table below is indicative
only and may be subject to change.
Record Time for entitlements 6.00 p.m. on 1 December
under the Open Offer 2017
Ex-Entitlements date for the 8.00 a.m. on 5 December
Open Offer 2017
Publication and despatch of 5 December 2017
Prospectus, Form of Proxy,
Subscription Forms and, to
Qualifying non-CREST Shareholders,
Open Offer Application Form
Open Offer Entitlements and As soon as possible
Excess Open Offer Entitlements on 6 December 2017
credited to stock accounts
of Qualifying CREST Shareholders
in CREST
Recommended latest time for 4.30 p.m. on 13
requesting withdrawal of Open December 2017
Offer Entitlements and Excess
Open Offer Entitlements from
CREST (i.e. if your Open Offer
Entitlements and Excess Open
Offer Entitlements are in
CREST and you wish to convert
them to certificated form)
Latest time and date for depositing 3.00 p.m. on 14
Open Offer Entitlements into December 2017
CREST
Latest time and date for receipt 11.00 a.m. on 15
of Forms of Proxy and receipt December 2017
of electronic proxy appointments
via CREST
Latest time and date for splitting 3.00 p.m. on 15
of Open Offer Application December 2017
Forms (to satisfy bona fide
market claims only)
Latest time and date for receipt 11.00 a.m. on 19
of completed Open Offer Application December 2017
Forms and payment in full
under the Open Offer or settlement
of relevant CREST instruction
(as appropriate). Open Offer
Entitlements and Excess Open
Offer Entitlements disabled
in CREST
Latest time and date for receipt 11.00 a.m. on 19
of Placing commitments December 2017
Latest time and date for receipt 11.00 a.m. on 19
of completed Subscription December 2017
Forms in respect of the Offer
for Subscription
Extraordinary General Meeting 11.00 a.m. on 19
December 2017
Announcement of results of by 7.00 a.m. on
Extraordinary General Meeting 20 December 2017
Results of the Placing and by 7.00 a.m. on
Capital Raising announced 20 December 2017
through a Regulatory Information
Service
Admission and commencement 8.00 a.m. on 21
of dealings in New Ordinary December 2017
Shares
Expected date of despatch within 5 Business
of definitive share certificates Days
for Open Offer Shares (to
Qualifying non-CREST Shareholders)
and new Ordinary Shares under
the Offer for Subscription
Notes:
(i) CREST Shareholders should inform themselves of CREST's
requirements in relation to electronic proxy appointments.
(ii) Subject to certain restrictions relating to Shareholders
with a registered address outside the United Kingdom
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this document are
indicative only and subject to change. If any of the times and/or
dates change, the revised time and/or date will be notified to the
London Stock Exchange, the UKLA and through a Regulatory
Information Service.
Different deadlines and procedures may apply in certain cases.
For example, Shareholders who hold their Existing Ordinary Shares
through a CREST member or other nominee may be set earlier
deadlines by the CREST member or other nominee than the times and
dates noted above.
For further information:
Regional REIT Limited
Press Enquiries through Headland
Toscafund Asset Management Tel: +44 (0)
Investment Manager to the Group 20 7845 6100
Adam Dickinson, Investor Relations
for Regional REIT Limited
London & Scottish Investments Tel: +44 (0)
Limited 141 248 4155
Asset Manager to the Group
Stephen Inglis, Derek McDonald
Peel Hunt Tel: +44 (0)
Sponsor and Sole Bookrunner 20 7418 8900
Corporate: Capel Irwin, Edward
Fox
ECM: Alastair Rae, Sohail Akbar
Cenkos Tel: +44 (0)
Joint Placing Agent 20 7397 8900
Institutional Sales: Bob Morris,
George Fraser
Corporate: Alex Collins, Sapna
Shah
Headland Tel: +44 (0)
Financial PR 20 3805 4822
Francesca Tuckett, Bryony Sym,
Jack Gault
Important Notices
This announcement has been issued by Regional REIT and is the
sole responsibility of Regional REIT. The information in this
announcement is for background purposes only and does not purport
to be full or complete. The material set out herein is for
information purposes only and should not be construed as an offer
of securities for sale in the United States or any other
jurisdiction. The information contained in this announcement is
given at the date of its publication (unless otherwise stated) and
is subject to updating, revision and amendment. In particular, the
proposals referred to herein are tentative and are subject to
verification, material updating, revision and amendment.
This announcement is not an offer of securities for sale, or an
offer to buy or subscribe for, directly or indirectly, securities
to any person in the United States of America or any other
jurisdiction, including in or into Australia, New Zealand, Canada,
the Republic of South Africa and Japan or any other jurisdiction in
which such offer or solicitation is unlawful. This announcement is
an advertisement and not a prospectus (or prospectus equivalent
document). A prospectus in connection with the proposed firm
placing, placing, open offer and offer for subscription (together,
the "Capital Raising") and the admission of the new ordinary shares
of no par value in the Company ("New Ordinary Shares") to be issued
pursuant to the Capital Raising to listing on the premium listing
segment of the Official List of the Financial Conduct Authority
("FCA") and to trading on the Main Market for listed securities of
London Stock Exchange plc (together, "Admission") is expected to be
published by the Company later today. A copy of the Prospectus
will, following publication, be available on the Company's website
(www. regionalreit.co.uk) and be available for viewing at the
National Storage Mechanism at
https://www.morningstar.co.uk/uk/NSM.
The distribution or publication of this announcement, any
related documents, and the offer, sale and/or issue of the New
Ordinary Shares in certain jurisdictions may be restricted by law.
Persons into whose possession any document or other information
referred to herein comes are required 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 such jurisdiction.
No action has been, or will be, taken by Regional REIT or any
other person to permit a public offer or distribution of this
announcement, or any related documents, in any jurisdiction where
action for that purpose may be required, other than in the United
Kingdom.
This announcement is not an offer of securities for sale in the
United States, and is not for publication or distribution, directly
or indirectly, in or into the United States. This announcement is
not an offer of securities for sale into the United States. The New
Ordinary Shares and the Open Offer Entitlements referred to herein
have not been, and will not be, registered under the US Securities
Act or any relevant securities laws of any state or other
jurisdiction of the United States and, subject to limited certain
exceptions, may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within
the United States. No public offering of securities is being made
in the United States and the New Ordinary Shares are being offered
or sold outside the United States in reliance on Regulation S. The
Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended (the "US Investment
Company Act"), and investors will not be entitled to the benefits
of that Act. The New Ordinary Shares made available under the Firm
Placing and Placing are being offered and sold (i) in the United
States only to persons reasonably believed to be (a) qualified
institutional buyers (each a "QIB") as defined in Rule 144A under
the US Securities Act who are also qualified purchasers ("QPs") as
defined in section 2(a)(51) of the US Investment Company Act and
(b) accredited investors (each an "Accredited Investor") as defined
in Rule 501 of Regulation D under the US Securities Act who are
also QPs and, in each such case, in reliance on Section 4(a)(2) of,
and Rule 506(b) under, the US Securities Act or pursuant to another
exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act; and (ii)
outside of the United States to persons who are not US Persons (as
defined in Regulation S) in offshore transactions in reliance on
Regulation S. For a description of these and certain further
restrictions on offers, sales and transfers of the New Ordinary
Shares, see Terms and Conditions of the Firm Placing and the
Placing.
The New Ordinary Shares and the Open Offer Entitlements have not
been and will not be registered under the applicable securities
laws of Australia, New Zealand, Canada, the Republic of South
Africa and Japan. Subject to certain exceptions, the New Ordinary
Shares and the Open Offer Entitlements referred to herein may not
be offered or sold in Australia, New Zealand, Canada, the Republic
of South Africa or Japan or to, or for the account or benefit of,
any national, resident or citizen of Australia, New Zealand,
Canada, the Republic of South Africa or Japan. There will be no
public offer of securities in Australia, New Zealand, Canada, the
Republic of South Africa and Japan.
The New Ordinary Shares are only suitable for investors who
understand the potential risk of capital loss, for whom an
investment in the New Ordinary Shares is part of a diversified
investment programme and who fully understand and are willing to
assume the risks involved in such an investment programme. There is
no guarantee that the Capital Raising will proceed and that
Admission will occur and you should not base your financial
decisions on Regional REIT's intention in relation to the Capital
Raising and Admission at this stage. Acquiring New Ordinary Shares
to which this announcement relates may expose an investor to a
significant risk of losing all of the amount invested. When
considering what further action you should take you are recommended
to seek your own financial advice immediately from your
stockbroker, bank manager, solicitor, accountant, fund manager or
other appropriate independent financial adviser duly authorised
under the Financial Services and Markets Act 2000 (as amended)
("FSMA"), if you are resident in the United Kingdom, or, if not,
from another appropriately authorised independent financial
adviser. This announcement does not constitute a recommendation
concerning the Capital Raising. The price and value of the New
Ordinary Shares may decrease as well as increase. Information in
this announcement, past performance and any documents relating to
the Capital Raising or Admission cannot be relied upon as a guide
to future performance. Potential investors should consult a
professional adviser as to the suitability of the Capital Raising
for the person concerned.
This announcement contains statements which are based on the
Directors' current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in such statements. These statements include
forward-looking statements both with respect to the Group and the
markets in which the Group operates. Statements which include the
words "expects", "intends", "plans", "believes", "projects",
"anticipates", "will", "targets", "aims", "may", "would", "could",
"continue" or, in each case, their negative or other variations,
and similar statements of a future or forward-looking nature,
identify forward-looking statements. It is believed that the
expectations reflected in these statements are reasonable, but they
may be affected by a number of variables which could cause actual
results or trends to differ materially, including (but not limited
to) any limitations of Regional REIT's internal financial reporting
controls; an increase in competition; an unexpected decline in
turnover, rental income or the value of all or part of the Group's
property portfolio; legislative, fiscal and regulatory
developments; and currency and interest rate fluctuations. Each
forward-looking statement speaks only as of the date of this
announcement. Except as required by the rules of the FCA (and, in
particular, the Disclosure Guidance and Transparency Rules and the
Market Abuse Regulation), the London Stock Exchange, the Listing
Rules or by law (in particular, FSMA), Regional REIT expressly
disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in
this announcement to reflect any change in Regional REIT's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
All subsequent written and oral forward-looking statements
attributable to any person involved in the preparation of this
announcement or to persons acting on Regional REIT's behalf are
expressly qualified in their entirety by the cautionary statements
referred to above and contained elsewhere in this announcement.
By their nature, forward-looking statements involve known and
unknown risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future
performance. The Group's actual results of operations, financial
condition, prospects, growth, strategies and dividend policy, and
the development of the industry in which it operates, may differ
materially from the impression created by the forward-looking
statements contained in this announcement. In addition, even if the
results of operations, financial condition, prospects, growth,
strategies and the dividend policy of Regional REIT, and the
development of the industry in which it operates, are consistent
with the forward-looking statements contained in this announcement,
those results or developments may not be indicative of results or
developments in subsequent periods.
Any forward-looking statement contained in this announcement
based on past or current trends and/or activities of the Group
should not be taken as a representation that such trends or
activities will continue in the future. No statement in this
announcement is intended to be a profit forecast or to imply that
the earnings of the Group for the current year or future years will
necessarily match or exceed the historical or published earnings of
the Group.
Each of Peel Hunt and Cenkos and their respective affiliates,
expressly disclaims 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.
Peel Hunt is authorised and regulated by the FCA in the United
Kingdom. Peel Hunt is acting exclusively for Regional REIT and
no-one else in connection with the Capital Raising, and will not
regard any other person as its client in relation to the Capital
Raising, and will not be responsible for providing the protections
afforded to Peel Hunt clients, nor for giving advice in relation to
the Capital Raising, or any arrangement referred to in, or
information contained in, this announcement.
Cenkos, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Regional REIT in
connection with the Capital Raising and will not be responsible to
anyone other than Regional REIT for providing the protections
afforded to clients of Cenkos or for providing advice in relation
to the matters described in this announcement.
In connection with the Capital Raising, each of Peel Hunt and
Cenkos, or any of their respective affiliates, may take up a
portion of the New Ordinary Shares and/or related instruments in
connection with the Capital Raising as a principal position and in
that capacity may retain, purchase, sell, offer to sell for their
own account(s) such New Ordinary Shares and/or related instruments
in connection with the Capital Raising or otherwise. Accordingly,
references in the Prospectus, once published, 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 Peel Hunt
and Cenkos, or any of their respective affiliates, acting as
investors for their own accounts. Except as required for legal or
regulatory obligations to do so, Peel Hunt and Cenkos do not
propose to make any disclosure in relation to the extent of any
such investments or transactions.
None of Peel Hunt and Cenkos, any of their respective
affiliates, or any of their or their affiliates' respective
directors, officers or employees, advisers or agents accepts any
responsibility or liability whatsoever for the contents of this
announcement, or no representation or warranty, express or implied,
is made as to the accuracy, completeness, correctness or fairness
of the information or opinions contained in, this announcement or
any document referred to in this announcement (or whether any
information has been omitted from this announcement or any document
referred to in this announcement) or any other information relating
to Regional REIT or their respective subsidiaries or affiliates,
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. Accordingly, each of
Peel Hunt and Cenkos, their respective affiliates, and each of
their and their affiliates' respective directors, officers,
employees and agents, and any other person acting on their behalf,
expressly disclaims any and all liability whatsoever for any loss
howsoever arising from, or in reliance upon, the whole or any part
of the contents of this announcement, whether in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
The contents of this announcement are not to be construed as
legal, financial or tax advice. Each prospective investor should
consult his own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice, respectively.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCTABPTMBMMMBR
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