TIDMWKP
RNS Number : 5603Q
Workspace Group PLC
06 June 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, SINGAPORE OR THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE
THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Workspace Group PLC ("Workspace" or the "Company")
RESULTS OF PLACING
6 June 2018
Workspace is pleased to announce the successful completion of
the placing of ordinary shares announced earlier today (the
"Placing").
A total of 16,320,062 new ordinary shares of 100 pence each in
the equity capital of the Company (the "Placing Shares") have been
placed by Merrill Lynch International ("BofA Merrill Lynch") and
Liberum Capital Limited ("Liberum") at a price of 1,100 pence per
Placing Share (the "Placing Price"), raising gross proceeds of
approximately GBP179.5 million. The Placing Shares being issued
represent approximately 9.96 per cent. of Workspace's issued
ordinary share capital prior to the Placing.
The Placing Price of 1,100 pence each represents a discount of
0.9 per cent. to the middle market price at the time at which the
Company and BofA Merrill Lynch and Liberum agreed the Placing
Price. The net placing price of approximately 1,081 pence per
Placing Share to be received by the Company after expenses directly
attributable to the Placing represents a discount of approximately
2.8 per cent. to the middle market price at the time at which the
Company agreed the Placing Price.
The Placing Shares will, when issued, be credited as fully paid
and rank pari passu with the existing ordinary shares of 100 pence
each in the equity capital of the Company, including in respect of
the right to receive all future dividends and distributions
declared, made or paid. This includes the final dividend of 18.55
pence in respect of the year ended 31 March 2018, which will be
paid by the Company on 3 August 2018 to all shareholders on the
register as at 6 July 2018 (subject to shareholder approval being
obtained at the forthcoming Annual General Meeting of the
Company).
Application will be made to the Financial Conduct Authority
("FCA") for admission of the Placing Shares to the premium listing
segment of the Official List and to the London Stock Exchange (the
"LSE") for admission to trading of the Placing Shares on the LSE's
Main Market for listed securities (together "Admission"). It is
expected that Admission will take place at 8:00 a.m. on 8 June 2018
and that dealings in the Placing Shares on the LSE's main market
for listed securities will commence at the same time.
Jamie Hopkins, Chief Executive Officer of Workspace,
commented:
"We are delighted to have received strong support from our
investors for this placing. It will allow us to continue to invest
in new assets and our existing project pipeline, alongside funding
the recent acquisitions of Centro Buildings in Camden, to drive
both rental income growth and uplifts in capital value. With strong
demand for our flexible offer and inspiring spaces, we believe we
are well positioned to take advantage of further opportunities to
meet that demand and generate superior value for shareholders."
BofA Merrill Lynch and Liberum acted as joint bookrunners and
joint sponsors in respect of the Placing.
Smaller related party transactions
Certain funds in which Mr S N Roditi or connected parties have a
voting or beneficial interest together constitute a related party
for the purposes of Chapter 11 of the Listing Rules of the FCA (the
"Listing Rules"). These funds have committed to subscribe for
6,000,000 Placing Shares for a total consideration of GBP66.0
million.
Old Mutual Global Investors Limited is a related party for the
purposes of Chapter 11 of the Listing Rules. Old Mutual Global
Investors Limited has committed to subscribe for 2,052,227 Placing
Shares for a total consideration of GBP22.6 million.
These both constitute smaller related party transactions under
Listing Rule 11.1.10R. BofA Merrill Lynch and Liberum, in
accordance with Listing Rule 11.1.10R 2(b), have jointly confirmed
that the terms of the proposed Placing with such parties are fair
and reasonable as far as the shareholders of the Company are
concerned.
For further information, please contact:
Workspace Group PLC 020 7138 3300
Clare Marland, Head of Corporate Communications
BofA Merrill Lynch 020 7174 4000
Matthew Blawat
Kari Pitkin
Liberum Capital Limited 020 3100 2000
Richard Crawley
Jamie Richards
Edelman 020 3047 2546
John Kiely
Rosanne Perry
Rob Yates
LEI: 2138003GUZRFIN3UT430
IMPORTANT INFORMATION
This Announcement has been issued by and is the sole
responsibility of the Company.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation. Upon the publication of this
Announcement via a regulatory information service, this inside
information is now considered to be in the public domain. The
person responsible for arranging the release of this Announcement
on behalf of the Company is Carmelina Carfora (Company
Secretary).
This Announcement and the information contained in it is
restricted and is not for publication, release or distribution, in
whole or in part, directly or indirectly, in, into or from the
United States (including its territories and possessions, any state
of the United States and the District of Columbia, together the
"United States"), Australia, Canada, Hong Kong, Japan, Singapore or
the Republic of South Africa or any other state or jurisdiction in
which such publication, release or distribution would be unlawful,
restricted or unauthorised (each a "Restricted Territory"). This
Announcement is for information purposes only and does not
constitute an offer to sell or issue, or the solicitation of an
offer to buy, acquire or subscribe for shares in the capital of the
Company in any Restricted Territory or any other state or
jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or
solicitation. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such
jurisdictions. Subject to certain exemptions, the securities
referred to in this Announcement may not be offered or sold in any
Restricted Territory or for the account or benefit of any national
resident or citizen of any Restricted Territory. The Placing Shares
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or with
any securities regulatory authority of any state or other
jurisdiction of the United States and may not be offered, sold or
transferred, directly or indirectly, within the United States
except pursuant to registration under the Securities Act or an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance
with any applicable securities laws of any state or other
jurisdiction of the United States. The Placing Shares are being
offered and sold in the United States only to a limited number of
"qualified institutional buyers" ("QIBs") in reliance on Rule 144A
under the Securities Act or another exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and are being offered and sold outside the United
States in offshore transactions in accordance with Regulation S
under the Securities Act.
The offer and sale of Placing Shares referred to herein has not
been and will not be registered under the applicable securities
laws of any Restricted Territory. Subject to certain exceptions,
the Placing Shares referred to herein may not be offered or sold in
any Restricted Territory or to, or for the account or benefit of,
any national, resident or citizen of any Restricted Territory. No
public offering of the shares referred to in this Announcement is
being made in the United Kingdom, any Restricted Territory or
elsewhere.
All offers of the Placing Shares will be made pursuant to an
exemption under the Prospectus Directive (as defined below) from
the requirement to produce a prospectus. This Announcement is being
distributed to persons in the United Kingdom only in circumstances
in which section 21(1) of the Financial Services and Markets Act
2000, as amended ("FSMA") does not apply. Members of the public are
not eligible to take part in the Placing. This Announcement and the
terms and conditions set out herein are for information purposes
only and are directed only at persons whose ordinary activities
involve them acquiring, holding, managing and disposing of
investments (as principal or agent) for the purposes of their
business and who have professional experience in matters relating
to investments and are: (a) persons in member states of the
European Economic Area who are qualified investors (within the
meaning of article 2(1)(e) of the EU Prospectus Directive (which
means Directive 2003/71/EC as amended, and includes the 2010 PD
Amending Directive (Directive 2010/73/EU) to the extent implemented
in the relevant member state) (the "Prospectus Directive")
("Qualified Investors"); (b) in the United Kingdom, Qualified
Investors who are also persons who (i) have professional experience
in matters relating to investments falling within article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order"); (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations, etc") of the Order; or
(iii) are persons to whom it may otherwise be lawfully
communicated; and (c) QIBs to the extent that such persons are
located in the United States (all such persons together being
referred to as "Relevant Persons"). This Announcement and the terms
and conditions set out herein must not be acted on or relied on by
persons who are not Relevant Persons. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
Any investment or investment activity to which this Announcement
and the terms and conditions set out herein relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
whatsoever is or will be accepted by Liberum or BofA Merrill Lynch
or by any of their respective directors, officers, employees,
advisers, affiliates or agents (the "Affiliates") as to or in
relation to, the truth, accuracy, sufficiency or completeness of
this Announcement (or whether any information has been omitted from
the Announcement) or any other written, visual, electronic or oral
information made available to or publicly available to any
interested party or its advisers, and any liability therefore or
for any loss howsoever arising from any use of this Announcement or
its contents or otherwise arising in connection herewith is
expressly disclaimed. No reliance may be placed by any person for
any purpose on the information contained in this Announcement,
which is subject to change, or its accuracy, fairness or
completeness. BofA Merrill Lynch, which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom
by the Financial Conduct Authority and the Prudential Regulation
Authority, and Liberum, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, are each acting
solely for the Company and no one else in connection with the
Placing and each of BofA Merrill Lynch and Liberum will not regard
any other person as their respective clients in relation to the
Placing and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients nor for providing advice in relation to the Placing and/or
any other matter referred to in this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
BofA Merrill Lynch and Liberum by the FSMA or by the regulatory
regime established under it, neither BofA Merrill Lynch nor Liberum
nor any of their respective Affiliates accepts any responsibility
whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be
made by or on behalf of BofA Merrill Lynch or Liberum or any of
their respective Affiliates in connection with the Company, the
Placing Shares or the Placing. BofA Merrill Lynch and Liberum and
each of their respective Affiliates accordingly disclaim all and
any liability whether arising in tort, contract or otherwise (save
as referred to above) in respect of any statements or other
information contained in this Announcement.
The distribution of this Announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company, BofA Merrill Lynch or
Liberum 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 or other information referred to
herein comes are required by the Company, BofA Merrill Lynch and
Liberum to inform themselves about, and to observe, such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations
and involve a number of risks, uncertainties and assumptions that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. Statements contained in
this Announcement regarding past trends or activities should not be
taken as a representation that such trends or activities will
continue in the future. The information contained in this
Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any
responsibility or obligation to update publicly or review any of
the forward-looking statements contained in it. Each of BofA
Merrill Lynch and Liberum 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. You should not place undue reliance on forward-looking
statements, which speak only as of the date of this Announcement.
No statement in this Announcement is or is intended to be a profit
forecast or profit estimate or to imply that the earnings of the
Company for the current or future financial years will necessarily
match or exceed the historical or published earnings of the
Company. The price of shares and the income from them may go down
as well as up and investors may not get back the full amount
invested on disposal of the shares.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than the LSE.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to Admission at this stage. Acquiring
investments to which this Announcement relates may expose an
investor to a significant risk of losing all of the amount
invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This Announcement does not constitute a recommendation
concerning the Placing. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor
as to the suitability of the Placing for the person concerned.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Note to Investors that are US Taxpayers
The Company believes that there is a substantial risk that it is
a "passive foreign investment company" ("PFIC") within the meaning
of Section 1297 of the U.S. Internal Revenue Code of 1986, as
amended, for US federal income tax purposes. The determination of
PFIC status for any year is very fact-specific. Special US federal
income tax rules apply to US persons owning stock of a PFIC and
adverse tax consequences may apply. Investors subject to US tax
should seek their own tax advice accordingly.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (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 Placing Shares have been subject to a product approval process,
which has determined that such Placing Shares 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by
MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, Distributors should note that: the price
of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, BofA Merrill Lynch and Liberum will only procure
investors 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 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 Placing Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining
appropriate distribution channels.
About Workspace Group PLC
Workspace is focused on helping businesses perform at their very
best. The Workspace Advantage is our unique customer offer and is
open to all - we provide inspiring, flexible work spaces with
super-fast technology in dynamic London locations. Established in
1987, and listed on the London Stock Exchange since 1993, Workspace
owns and manages 3.7 million sq. ft. of business space across 66
London properties which it lets directly to customers. We are home
to thousands of businesses including some of the fastest growing
and established brands across a wide range of sectors.
The way businesses work is changing. That's why we continually
invest in providing the technology infrastructure that enables our
customers to think and move fast, and alongside their working
environment, is tailored to each individual business.
Workspace (WKP) is a FTSE 250 listed Real Estate Investment
Trust (REIT) and a member of the European Public Real Estate
Association (EPRA).
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
ROIQQLFBVQFBBBZ
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