TIDMWINV
RNS Number : 0230Z
Worsley Investors Limited
07 January 2020
The following announcement replaces the announcement released
earlier today under RNS Number: 9088Y to correct the date of the
anticipated publication of the prospectus from 2019 to 2020.
This announcement is not for release, publication or
distribution, directly or indirectly, in or into the United States,
any Member State of the European Economic Area (other than the
United Kingdom), Australia, Canada, Japan, South Africa or New
Zealand or any jurisdiction where to do so might constitute a
violation of local securities laws or regulations.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
7 January 2020
Worsley Investors Limited
(formerly, AXA Property Trust Limited)
("Worsley" or "the Company")
Intention to launch Open Offer
The Company today announces its intention to launch an Open
Offer to raise gross proceeds of GBP6.2 million at a price of 30
pence per Open Offer Share. All qualifying Shareholders will be
given the opportunity to subscribe for an aggregate of 20,758,441
Open Offer Shares on the basis of 1 Open Offer Share for every 1
Existing Shares held at the Record Date.
Open Offer to raise gross proceeds of GBP6.2 million at a price
of 30 pence per Open Offer Share.
Qualifying Shareholders will have the opportunity to apply, in
aggregate, for Open Offer Shares at the Open Offer Price with each
qualifying Shareholder's basic entitlement being calculated on the
basis of 1 Open Offer Share for every 1 Existing Shares held by
them. In addition, the Company intends to include an excess
application facility so that any Ordinary Shares not subscribed for
by qualifying Shareholders pursuant to the Open Offer will be
available for subscription by other qualifying Shareholders over
and above their basic entitlement.
The net issue proceeds of the Open Offer will enable the Company
to pursue its investment objective of providing Shareholders with
an attractive level of absolute long-term return, principally
through the capital appreciation and exit of undervalued
securities. The net issue proceeds will be invested in accordance
with the Company's investment policy, which was adopted by
Shareholders in June 2019. The board expects the net issue proceeds
of the Open Offer will be supplemented in due course by the
disposal proceeds of the Company's sole remaining property asset at
Curno, Italy, with such disposal proceeds also being deployed in
accordance with the Company's investment policy.
It is anticipated that the Company will publish a prospectus
outlining the terms of the Open Offer on or around 31 January
2020.
The board has received indications of intention to invest in the
Open Offer from holders of in excess of 55% of the Existing Shares.
The Open Offer price of 30 pence represents a discount of c.35 per
cent to the most recently announced NAV of 45.84 pence per share at
30 September 2019.
Enquiries:
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Blake Nixon
Tel: +44 (0) 7785 224602
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar / Hugo Masefield
Tel: +44 (0) 20 76016100
Praxis Fund Services Limited (Administrator and Secretary)
Matt Falla / Katrina Rowe
Tel: +44 (0) 1481 73760
LEI: 213800AF85VEZMDMF931
Important Notice
This announcement does not contain or constitute an offer of, or
the solicitation of an offer to buy, or subscribe for, the New
Shares or any other securities to any person in Australia, Canada,
Japan, New Zealand or South Africa, or the United States or in any
jurisdiction to whom or in which such offer or solicitation is
unlawful. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Canada, Japan or
South Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Canada, Japan, New Zealand or
South Africa. The offer and sale of the securities referred to
herein has not been and will not be registered under the US
Securities Act or under the applicable securities laws of
Australia, Canada, Japan, New Zealand or South Africa. The
availability of the Open Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Such persons should inform themselves about and
observe any application requirements.
The New Shares have not been and will not be registered under
the US Securities Act or under the securities laws of any state or
other jurisdiction of the United States or under any securities
laws of Australia, Canada, Japan, New Zealand or South Africa or
any other jurisdiction where to do so would be unlawful and may not
be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United
States, or within any of Australia, Canada, Japan, New Zealand or
South Africa or any other jurisdiction where to do so would be
unlawful. There will be no public offer of the New Shares in the
United States.
This communication is only addressed to, and directed at,
persons in member states of the European Economic Area (other than
the United Kingdom) who are "qualified investors" within the
meaning of Article 2(e) of the Prospectus Regulation ("Qualified
Investors"). For the purposes of this provision, the expression
"Prospectus Regulation" means Regulation (EU) 2017/1129. In
addition, in the United Kingdom, this communication is being
distributed only to, and is directed only at, Qualified Investors:
(i) who have professional experience in matters relating to
investments who fall within the definition of "investment
professional" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"), or (ii) who are high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order, and (iii) other persons to
whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). Any investment
or investment activity to which this communication relates is
available only to and will only be engaged in with such persons.
This communication must not be acted on or relied on in any member
state of the European Economic Area other than the United Kingdom,
by persons who are not Qualified Investors.
The distribution of this announcement and the offering of the
New Shares in jurisdictions other than the United Kingdom may be
restricted by law. No action has been taken by the Company or Shore
Capital and Corporate Limited 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 comes are required by the
Company and Shore Capital and Corporate Limited 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 any such jurisdiction.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, 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 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.
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.
The returns set out in this document are targets only. There is no
guarantee that any returns set out in this document can be achieved
or can be continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement.
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied is, or will be made as to, or in relation to,
and no responsibility or liability is, or will be, accepted by
Shore Capital and Corporate Limited or by any of their affiliates
or agents as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
has been appointed to act as sponsor and financial adviser to the
Company in connection with the Open Offer. Shore Capital and
Corporate Limited is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, Persons viewing this
announcement should note that, in connection with the Open Offer,
Shore Capital and Corporate Limited is acting exclusively for the
Company and no one else. Apart from the responsibilities and
liabilities, if any, which may be imposed on Shore Capital and
Corporate Limited. by FSMA, Shore Capital and Corporate Limited
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Shore Capital and
Corporate Limited or for advising any other person on the
transactions and arrangements described in this announcement. No
representation or warranty, express or implied, is made by Shore
Capital and Corporate Limited. as to any of the contents of this
announcement for which the Company and the Directors are solely
responsible. Shore Capital and Corporate Limited. has not
authorised the contents of, or any part of, this announcement and
(without limiting the statutory rights of any person to whom this
announcement is issued) no liability whatsoever is accepted by
Shore Capital and Corporate Limited for the accuracy of any
information or opinions contained in this announcement or for the
omission of any material information, for which the Company and the
Directors are solely responsible. Accordingly, Shore Capital and
Corporate Limited disclaim (to the extent permitted by law) any
liability which they might otherwise have in respect of any of the
information or opinions contained in this announcement, whether
arising in tort, contract or otherwise.
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
MSCFLFIFLTIDIII
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January 07, 2020 07:10 ET (12:10 GMT)
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