TIDMRGL
RNS Number : 8513Z
Regional REIT Limited
19 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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR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).
19 December 2017
Regional REIT Limited
("Regional REIT" or the "Company")
Results of Capital Raising
On 4 December, Regional REIT announced a proposed Firm Placing,
Placing, Open Offer and Offer for Subscription at 101 pence per
share (the "Capital Raising").
Regional REIT is now pleased to announce that it has received
valid applications and commitments for the Capital Raising such
that the Company will issue 72,277,228 New Ordinary Shares at 101
pence per New Ordinary Share, raising, in aggregate, gross proceeds
of GBP73.00 million. The disapplication of pre-emption rights in
relation to these New Ordinary Shares was approved earlier at
today's Extraordinary General Meeting. The issue of New Ordinary
Shares will be split as follows:
-- 49,504,950 New Ordinary Shares under the Firm Placing,
raising gross proceeds of GBP50.00 million;
-- 10,389,010 New Ordinary Shares taken up under the Open Offer,
including excess applications, raising gross proceeds of GBP10.49
million;
-- 10,007,568 New Ordinary Shares under the Placing, raising
gross proceeds of GBP10.11 million; and
-- 2,375,700 New Ordinary Shares under the Offer for
Subscription, raising gross proceeds of GBP2.40 million.
Applications under the Open Offer (including excess
applications) and the Offer for Subscription will all be met in
full.
The Capital Raising was approved at the Extraordinary General
Meeting held earlier today but remains conditional upon (i) the
Placing Agreement becoming unconditional in all respects and (ii)
Admission occurring. Application has been made for the admission of
72,277,228 New Ordinary Shares to the Official List of the
Financial Conduct Authority ("FCA") and to trading on the premium
segment of the London Stock Exchange's main market for listed
securities. It is expected that Admission and commencement of
dealings in the New Ordinary Shares will become effective at 8.00
a.m. on 21 December 2017.
Stephen Inglis, Chief Executive Officer of London & Scottish
Investments, the Asset Manager of Regional REIT, commented:
This significant fundraising is testament to the strength of our
business proposition and what we have delivered over the past two
years. We are delighted to have secured the support of new and
existing shareholders. The proceeds will enable us to acquire two
major new portfolios that are immediately income and earnings
accretive. Alongside the refinancing announced last week, which
simplifies our balance sheet and significantly extends the average
maturity of our debt, Regional REIT is well positioned for the next
stage of its growth.
New Ordinary Shares in uncertificated form are expected to be
credited to CREST accounts by 8.00 a.m. on 21 December 2017 and
share certificates for the New Ordinary Shares in certificated form
are expected to be dispatched within 5 Business Days thereof.
The New Ordinary Shares when issued will rank, from Admission,
pari passu in all respects with the Existing Ordinary Shares and
will have the right to receive all dividends and distributions
declared in respect of issued Ordinary Share capital of the Company
after Admission.
The total issued share capital of Regional REIT following
Admission will be 372,821,136 Ordinary Shares and the total number
of voting rights of the Company will be 372,821,136 and this figure
may be used by Shareholders as the denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Unless otherwise defined herein, 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 and the
Prospectus published by the Company and sent to shareholders on 5
December 2017.
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 Syndicate: Alastair Rae,
Sohail Akbar
Cenkos Tel: +44 (0)
Joint Placing Agent 20 7397 9000
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.
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.
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.
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, 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.
LEI number: 549300D8G4NKLRIKBX73
This information is provided by RNS
The company news service from the London Stock Exchange
END
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