TIDMWHR
RNS Number : 0592F
Warehouse REIT PLC
05 March 2020
5 March 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EC NO. 596/2014)
("MAR")
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA TO US PERSONS OR
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD
BE UNLAWFUL.
This announcement is an advertisement for the purposes of the
Prospectus Rules of the UK Financial Authority ("FCA") and does not
constitute a prospectus. Investors must subscribe for or purchase
any shares referred to in this announcement only on the basis of
information contained in a prospectus expected to be published
later today by Warehouse REIT plc (the "Prospectus") in its final
form and not in reliance on this announcement. A copy of the
Prospectus will, following publication, be available for inspection
from the Company's registered office and on its website (
www.warehousereit.co.uk). This announcement does not constitute,
and may not be construed as, an offer to sell or an invitation or
recommendation to purchase, sell or subscribe for any securities or
investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party.
Terms not otherwise defined in this announcement have the
meanings that will be given to them in the Prospectus.
The contents of this announcement, which have been prepared by
and are the sole responsibility of Warehouse REIT plc (the
"Company"), have been approved by G10 Capital Limited (part of the
Lawson Conner Group) (the "AIFM"), as a financial promotion solely
for the purposes of section 21(2)(b) of the Financial Services and
Markets Act 2000 ("FSMA").
Warehouse REIT plc
(the "Company" or "Warehouse REIT")
Proposed Placing, Open Offer, Offer for Subscription and
Intermediaries Offer and Notice of General Meeting
Further to its announcement on 17 February 2020, the Board of
Directors (the "Board") of Warehouse REIT (ticker: WHR), the UK
REIT that invests in and manages urban and 'last-mile' industrial
warehouse assets in strategic locations in the UK, today announces
the proposed issue of further Ordinary Shares ("New Ordinary
Shares") in the Company to raise gross proceeds of approximately
GBP100 million (the "Issue"), the details of which will be set out
in the Prospectus, expected to be published by the Company later
today. The Issue will comprise a Placing, Open Offer, Offer for
Subscription and Intermediaries Offer.
Summary
-- Issue of up to 89,686,098 New Ordinary Shares pursuant to a
Placing, Open Offer and Offer for Subscription and Intermediaries
Offer, targeting gross proceeds of approximately GBP100 million
-- Qualifying Shareholders are being offered the opportunity to
participate in the Open Offer of up to 80,084,681 New Ordinary
Shares on the basis of 1 New Ordinary Shares for every 3 Existing
Ordinary Shares
-- Qualifying Shareholders are also being offered the
opportunity to subscribe for New Ordinary Shares in addition to
their Open Offer Entitlement under the Excess Application
Facility
-- The Board has reserved the right to increase the size of the
Issue to up to 224,215,246 New Ordinary Shares
-- The Issue Price is 111.5 pence per New Ordinary Share. This
represents a premium of 6.0 per cent. to the Net Asset Value per
Ordinary Share as at 30 September 2019 (unaudited) of 105.2 pence
per Ordinary Share
-- The Issue Price represents a discount of 1.8 per cent. to the
Closing Price per Ordinary Share on 4 March 2020 of 113.5 pence per
Ordinary Share
-- Tilstone Partners Limited ("TPL"), the Company's investment
advisor, continues to see a range of acquisition opportunities
which meet the Company's investment criteria with an increasing
number of vendors approaching TPL either directly or through agents
to discuss such opportunities
-- The Directors intend to use the Net Issue Proceeds to acquire
a diversified portfolio of additional properties in accordance with
the Company's investment policy. Once fully invested, the Issue is
expected to be earnings accretive with improved income
diversification
-- TPL has identified a pipeline of investment opportunities
with a target investment yield in excess of 6.0 per cent. amounting
to approximately GBP352 million, of which approximately GBP72
million are in exclusive or final negotiations or have solicitors
instructed and approximately a further GBP280 million are in
detailed negotiations
-- The Company announced a third quarterly dividend for the
financial year ending 31 March 2020 of 1.6 pence per ordinary
share, representing a 6.7 per cent. increase on the two interim
dividends paid to date of 1.5 pence per ordinary share each; the
dividend target for the year ending 31 March 2020 has been
increased to 6.2 pence per share from 6.0 pence per ordinary
share
-- Save in respect of the dividend declared on 20 January 2020
which is scheduled to be paid on 31 March 2020 to shareholders on
the register on 28 February 2020, the New Ordinary Shares will rank
pari passu in all respects with the Existing Ordinary Shares and
will have the right to receive all dividends and distributions
declared after Admission including the interim dividend in relation
to the three months to 31 March 2020
This summary should be read in conjunction with the full text of
the announcement and the Prospectus, when available.
Neil Kirton, Chairman of Warehouse REIT, commented:
"Underpinned by the structural demand from the rise in
e-commerce, the Company has continued to extract both rental and
capital growth from its high-quality portfolio of primarily urban,
multi-let warehouses, a part of the market which is forecast to
outperform other industrial sub sectors. The Company's experienced
and growing team has repeatedly demonstrated its ability to
successfully execute on asset management initiatives, achieving
lettings on average significantly ahead of ERV, whilst maintaining
low vacancy. At the same time, it has identified new acquisition
opportunities, in locations supported by occupational demand, that
will further diversify the Group's income and which will strengthen
the portfolio's sustainability, quality and prospects for growth,
to support the attractive, progressive and well covered
dividend."
Andrew Bird, Managing Director of Tilstone Partners Limited,
added:
"The outlook for the multi-let, 'last mile' UK warehouse sector
underpins a strong conviction that, by leveraging our proven
operating model and origination capabilities, this fundraise will
provide for the opportunity to replicate the success that the
Company has achieved with the current portfolio, aiming to capture
future upside and generate value for shareholders. Whilst the
sector's strong prospects continue to attract investment, there
remains a diverse pool of motivated sellers driving liquidity, and
with capital costs set to remain significantly below replacement
costs, we consider this is the right time to be looking at scaling
the portfolio in a disciplined manner, with select earnings
enhancing acquisitions."
Warehouse REIT will shortly be publishing a Prospectus in
connection with the Issue which will include a notice convening a
General Meeting to approve certain matters necessary to implement
the Issue (the "Notice of General Meeting"). The Prospectus will,
when published, be available on the Company's website
(www.warehousereit.co.uk), subject to certain access restrictions,
for inspection at the Company's registered office at Beaufort
House, 51 New North Road, Exeter, EX4 4EP, and at the National
Storage Mechanism via www.morningstar.co.uk/uk/NSM .
-Ends-
Enquiries:
Warehouse REIT plc (via FTI Consulting)
+44 (0) 1244 470
Tilstone Partners Limited 090
Andrew Bird, Peter Greenslade, Paul Makin
Peel Hunt (Nominated Adviser, Sole Broker +44 (0) 20 7418
and Bookrunner) 8900
Corporate: Capel Irwin, Carl Gough, Harry
Nicholas
Intermediaries: Sohail Akbar
FTI Consulting (Financial PR & IR Adviser +44 (0) 20 3727
to the Company) 1000
Dido Laurimore, Ellie Sweeney, Richard Gotla
G10 Capital Limited (part of the IQEQ Group), +44 (0) 20 3696
AIFM 1302
Maria Glew, Gerhard Grueter
Expected timetable of principal events
Event Time and date
---------------------------------------------------- --------------------
Record Time for entitlements under the Open 6.30 p.m. on 3
Offer March 2020
Ex-Entitlements date for the Open Offer 8.00 a.m. on 5
March 2020
Publication and despatch of Prospectus Subscription 5 March 2020
Forms and, to Qualifying non-CREST Shareholders,
Open Offer Application Form
Open Offer Entitlements and Excess Open Offer as soon as possible
Entitlements credited to stock accounts of on
Qualifying CREST Shareholders in CREST 6 March 2020
Recommended latest time for requesting withdrawal 4.30 p.m. on 17
of Open Offer Entitlements and Excess Open March 2020
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 Open Offer 3.00 p.m. on 18
Entitlements and March 2020
Excess Open Offer Entitlements into CREST
Latest time and date for receipt of Forms 11.00 a.m. on
of Proxy and receipt of 19 March 2020
electronic proxy appointments via CREST
Latest time and date for splitting of Open 3.00 p.m. on 19
Offer Application Forms March 2020
(to satisfy bona fide market claims only)
Latest time and date for receipt of completed 11.00 a.m. on
Open Offer Application 23 March 2020
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 of completed 1.00 p.m. on 23
Subscription Forms March 2020
in respect of the Offer for Subscription
Latest time and date for receipt of completed 3.00 p.m. on 23
Subscription Forms March 2020
in respect of the Intermediaries Offer
Latest time and date for receipt of Placing 5.00 p.m. on 23
commitments March 2020
General Meeting 11.00 a.m. on
23 March 2020
Announcement of results of General Meeting by 5.00 p.m. on
23 March 2020
Results of the Issue announced through a RIS by 8.00 a.m. on
24 March 2020
Admission and commencement of dealings in 8.00 a.m. on 26
New Ordinary Shares March 2020
CREST accounts credited in respect of New as soon as possible
Ordinary Shares in uncertificated form on 26 March 2020
Expected date of despatch of definitive share within 5 Business
certificates for Open Offer Shares (to Qualifying Days of Admission
non-CREST Shareholders) and,
where applicable, Placing Shares and Offer
for Subscription Shares
Each of the times and dates in the timetable above is subject to
change without further notice. References to a time of day are to
London time. Different deadlines and procedures may apply in
certain cases.
If any of the times and/or dates change, the revised time and/or
date will be notified through a Regulatory Information Service. 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.
Background to, and reasons for, the Issue
Overview of the Company, its objectives and investment
characteristics
The Company has deliberately targeted the warehouse sector for
its investment focus as this part of the UK commercial property
market has historically demonstrated, and continues to demonstrate,
a number of attractive characteristics. This focus allows the
Company to take advantage of the growing occupier demand for
warehouse properties to service the 'last mile' economy which is
being driven by significant growth in internet shopping and the
on-line delivery sector.
The Company and TPL believe that the sector has scale which will
facilitate the Company's ambition to grow. The Company and TPL
believe that the warehouse market is therefore sufficiently liquid
to enable the Company to utilise the net proceeds from the Issue to
acquire additional warehouse assets that comply with its investment
objectives. The Company's investment focus on urban warehouses
provides a number of advantages:
-- increasing occupier demand driven by the rise in internet
shopping and the 'last mile' delivery sector;
-- sustainable current rental levels;
-- constrained supply (driven in part by the cost of replacement
being higher than the investment value of the underlying buildings)
of new stock being developed over the last 10 years and very little
development being planned over the next five years, all of which
has reduced occupier choice and resulted in rental growth;
-- flexibility in building use (subject, where applicable, to
applicable planning permissions) which has already evolved
significantly over time and which provides potential value add
opportunities;
-- low levels of building obsolescence; and
-- prevailing shorter WAULTs providing opportunities to improve income security and add value.
Since its IPO in September 2017, the Company has acquired
GBP321.2 million of assets, with the acquisition of the IMPT
Portfolio, the Company's largest transaction to date, completing in
March 2018 for a consideration of GBP116.0 million. The half year
period to September 2019 saw substantial growth, with acquisitions
totalling GBP120.3 million, adding 1.6 million sq ft to the
Property Portfolio. The Group now manages a portfolio of 98 assets
across the UK. The Property Portfolio was independently valued at
GBP464.8 million as at 31 January 2020 (30 September 2019: GBP438.7
million). After taking into account net investment activity and
portfolio capital expenditure in the period since 30 September
2019, the Property Portfolio valuation increased GBP15.1 million,
which represents an increase of 6.3 pence per Ordinary Share. The
Company's last reported NAV as at 30 September 2019 was 105.2 pence
per Ordinary Share.
The Company and TPL will continue to focus on the acquisition of
assets most likely to benefit from rental growth. Rather than being
a passive investor, the Company and TPL believe in acquiring assets
with added value opportunities which are capable of being realised
through pro-active management in accordance with the Company's
investment policy. The Company will remain focused on small and
medium individual unit sizes, and on buying properties at less than
the rebuild cost of replacement.
Reasons for the Issue and Use of Proceeds
The Group continues to see opportunities to purchase assets at
prices below replacement value, with the potential to secure robust
and growing income streams which can be distributed to Shareholders
through the Company's quarterly dividend programme. The Group's
portfolio also offers continued potential for capital growth, and
the possibility to supplement the income returns generated from the
Group's assets.
The Directors intend to use the Net Issue Proceeds to acquire a
diversified portfolio of additional properties in accordance with
the Company's investment policy. Pending the acquisition of the
pipeline of investment opportunities, a portion of the Net Issue
Proceeds will be used to pay down sums drawn on the Group's
revolving credit facility. The Company will continue to build its
portfolio through the acquisition of individual or small groups of
assets and portfolios with a typical average purchase price of
between GBP2.5 million to GBP20.0 million per property.
TPL has currently identified a pipeline of acquisition
opportunities which meet the Group's investment criteria at both an
individual asset and portfolio level, amounting to approximately
GBP352 million, with a target investment yield in excess of 6 per
cent, and of which approximately GBP72 million are in exclusive or
final negotiations or have solicitors instructed and approximately
a further GBP280 million are in detailed negotiations.
The Company believes that the pipeline stock selection will
further diversify the Group's income, in addition to continuing to
strengthen the portfolio's sustainability, quality and prospects
for growth. Location remains a key criteria when reviewing the
pipeline as the Company continues to focus on economically-active
geographical areas that it expects will respond (in particular, in
respect of rental growth) to active asset management initiatives.
The pipeline of investment opportunities is focused on locations
with strong occupational demand. The Company will remain focused on
small and medium individual unit sizes, and on buying properties at
less than the rebuild cost of replacement.
Whilst the Company is in exclusive negotiations with the vendors
of a number of these assets (and such assets have been taken off
the market), neither the Company nor any member of its Group
currently has any legally binding contractual obligation to
purchase any of the assets. There is therefore no certainty that
any of the potential investments in the pipeline as at the date of
the Prospectus will be completed or will be invested in by the
Company. However, TPL is continually screening further
opportunities, with more expected to be identified in the near
term, and is confident that suitable assets will be identified,
assessed and acquired to substantially invest the Net Proceeds
within six months of Admission. Since IPO, the Company has
established a reputation for acquiring urban warehouse multi-let
estates and has seen an increase in vendors (whether directly or
through agents) specifically approaching TPL to discuss warehouse
property acquisition opportunities. The Company believes that its
experience and success in executing such property transactions
helps ensure that increased opportunities will be offered to the
Company in the future.
Benefits of the Issue
The Directors believe that growing the Property Portfolio via
the Issue will:
-- allow the Company to further capitalise on opportunities in an attractive market;
-- be accretive to earnings once the proceeds are fully invested;
-- represent opportunities to grow income and create value through active asset management;
-- enhance the quality of the portfolio and further improve
income diversification and growth prospects;
-- increase debt funding options and lower overall financing costs;
-- improve operational efficiency and cost ratios; and
-- potentially broaden the investor base and increase liquidity in the Ordinary Shares.
Current trading and prospects
On 5 November 2019, the Company announced its financial results
for the six month period from 1 April 2019 to 30 September
2019.
Key metrics as at 30 September 2019:
EPRA earnings per share 3.0 pence
Dividends per share for 3.0 pence
the period
Portfolio valuation GBP438.7
million
EPRA NAV per share 105.2 pence
EPRA net initial yield 5.7 per cent.
Passing rent GBP28.0 million
Contracted rent GBP30.3 million
WAULT 5.1 years
LTV 40.2 per
cent.
Operational highlights:
-- Strong asset management driving total return outperformance
for the period to 30 September 2019
-- Completed 43 new lettings of vacant space during the six
month period to 30 September 2019, generating additional annual
rent of GBP0.9 million, 8.0 per cent ahead of 31 March 2019 ERV
-- Achieved 57 lease renewals, securing additional GBP2.1
million of income and reflecting a 23.4 per cent increase in
previous contracted rents during the six month period to 31 March
2019
-- Portfolio occupancy of 91.5 per cent at 30 September 2019 (31
March 2019: 92.0 per cent) with the rate at the period end rising
to 96.8 per cent when excluding those units under refurbishment or
under offer to let
-- WAULT of 5.1 years to expiry (31 March 2019: 4.6 years), with
3.9 years to first break (31 March 2019: 3.1 years to break)
-- Acquired fourteen assets across the UK, during the six month
period to 30 September 2019, for a combined consideration of
GBP120.3 million reflecting a net initial yield of 7.0 per cent.
The Company and TPL believe that the enlarged portfolio has greater
diversity of income from a stronger covenant base yet continues to
offer early asset management potential.
-- Portfolio valued at GBP438.7 million at 30 September 2019,
representing a 1.0% increase on the 31 March 2019 valuation and the
purchase price for assets acquired during the period, or a 0.6%
increase on a like-for-like basis compared to the valuation at 31
March 2019
Activity since 1 October 2019:
-- Obtained conditional planning consent on 4.2 acres of surplus
land for a mixed-use development at the Nexus Estate in Knowsley
with the resulting scheme having the potential to increase the
estate's capital value in excess of GBP4.0 million
-- Acquisition of the 29-acre Midpoint Estate in October 2019
for a purchase price of GBP15.5 million, representing a net initial
yield of 6.6 per cent
-- Completed 28 new lettings representing 144,000 sq ft of floor
space and generating rental income in excess of GBP0.8 million per
annum, 6.7 per cent. ahead of the 30 September 2019 ERV
-- The Company has continued to capture the reversionary
potential from the portfolio with 28 lease renewals generating a
combined annual rent of GBP0.4 million, an uplift of 11 per cent.
as compared to previous rent
-- Completed or exchanged on the sale of 13 smaller non-core
assets for a combined price of GBP17.6 million at an average of 7.6
per cent. ahead of 30 September 2019 book values and 10.1 per cent.
ahead of cost, reflecting a blended 6.7 per cent. net initial
yield
-- Increased total occupancy in the portfolio to 93.8 per cent.
from 91.5 per cent. at 30 September 2019 (with effective vacancy
only 2.6 per cent. excluding units under refurbishment or under
offer to let)
-- Entered into a new five year GBP220 million debt facility to
replace the existing GBP210 million HSBC facility, extending the
term of the debt and reducing the margin by 14 basis points from a
blended 2.14 per cent. above LIBOR to 2.00 per cent. above LIBOR,
and reflecting the positive impact that Warehouse REIT's increasing
scale has when accessing debt markets
-- Announced a third quarterly dividend for the financial year
ending 31 March 2020 of 1.6 pence per ordinary share, representing
a 6.7 per cent. increase on the two interim dividends paid to date
of 1.5 pence per ordinary share each
-- Increased the Company's dividend target for the year ending
31 March 2020 to 6.2 pence per share from 6.0 pence per ordinary
share
Portfolio details as at 31 January 2020:
-- The Property Portfolio was independently valued at GBP464.8
million as at 31 January 2020 (30 September 2019: GBP438.7
million). After taking into account net investment activity and
portfolio capital expenditure in the period since 30 September
2019, the Property Portfolio valuation increased GBP15.1 million on
a like-for-like basis, which represents an increase of 6.3 pence
per Ordinary Share
-- Total portfolio occupancy has increased from 91.5 per cent as
at 30 September 2019 to 93.8 per cent, with the effective vacancy
only 2.6 per cent as 2.2 per cent of the portfolio ERV is under
refurbishment and a further 1.4 per cent is under offer to let
-- Contracted rent for properties owned throughout the period
from 1 October 2019 to 31 January 2020 has increased by 1.0 per
cent, reflecting the positive impact of new lettings as well as
rent reviews and renewals which more than offset space returned.
Total contracted rent is now GBP31.3 million
Future prospects
The UK warehouse sector continues to perform strongly and the
Board believes the growth drivers are structural rather than
cyclical, with demand from a diverse range of occupiers. Market
expectations are for rental growth of 2.2 per cent per annum
between 2019 and 2023, according to IPF Consensus Forecasts, across
all industrial asset classes, but the Board's expectation is that
rental growth will be stronger for smaller multi-let estates, the
part of the market the Company is focused on, rather than large
distribution warehouses driven by a favourable supply/demand
imbalance. There are also good prospects to outperform wider market
expectations through active asset management to increase rental
income and lease durations. The Board sees no sign of any change in
these positive dynamics, but remains alert to the potential for
geopolitical or financial events to affect both occupier and
investor sentiment.
The Company's priorities for the coming year are to continue
integrating recent and potential acquisitions, and continue to
increase occupancy across the entire portfolio. Whilst the Board
expects some further yield compression across the warehouse sector,
there remain opportunities to invest in assets at attractive
yields. The Board is confident in the Company's investment case and
ability to achieve its target returns.
Principal Terms of the Capital Raising
The Company intends to raise Gross Issue Proceeds of GBP100
million (Net Issue Proceeds of GBP97.9 million) through the issue
of 89,686,098 New Ordinary Shares pursuant to the Placing, the Open
Offer and the Offer for Subscription (which includes an
Intermediaries Offer), in each case at an issue price of 111.5
pence per New Ordinary Share (the "Issue Price").
The Board has reserved the right, in consultation with Peel Hunt
and TPL, to increase the size of the Issue to a maximum of
224,215,246 New Ordinary Shares, if there is sufficient overall
demand. Should the Board make use of the ability to increase the
size of the Issue, the Company will announce the total number of
shares by which the Issue has been increased to a RIS prior to
Admission.
The Issue Price represents a discount of 1.8 per cent to the
Closing Price and a premium of 6.0 per cent to the EPRA NAV per
share of 105.2 pence at 30 September 2019. The Issue Price has been
set by the Directors following their assessment of market
conditions and following discussions with a number of institutional
investors. The Directors are in agreement that the price level and
method of issue are appropriate to secure the investment
sought.
The Issue is not underwritten. The Directors have the discretion
to scale back the Placing and/or the Offer for Subscription
(including the Intermediaries Offer) in favour of the Open Offer by
reallocating New Ordinary Shares that would otherwise be available
under the Placing and/or the Offer for Subscription (which includes
the Intermediaries Offer) to Qualifying Shareholders under the Open
Offer (including, where applicable, to Qualifying Shareholders
under the Excess Application Facility). Any New Ordinary Shares
that are available under the Open Offer and are not taken up by
Qualifying Shareholders pursuant to their Open Offer Entitlements
or under the Excess Application Facility will be reallocated to the
Placing and/or the Offer for Subscription (including the
Intermediaries Offer) and be available thereunder.
The Placing
Peel Hunt, as placing agent of the Company, will use reasonable
endeavours to place the Placing Shares with institutional investors
at the Issue Price. The Placing Shares represent up to 100 per cent
of the New Ordinary Shares and up to 27.2 per cent of the Enlarged
Share Capital. The Placing may be scaled back to satisfy valid
applications by Qualifying Shareholders under the Open Offer by
allocating New Ordinary Shares that could otherwise be available
under the Placing to such Qualifying Shareholders. The Placing may
also be scaled back at the Directors' discretion (in consultation
with Peel Hunt and TPL) in order to satisfy valid applications by
Qualifying Shareholders under the Offer of Subscription.
The Open Offer
Qualifying Shareholders have the opportunity under the Open
Offer to subscribe for New Ordinary Shares at the Issue Price,
payable in full on application and free of expenses, pro rata to
their existing shareholdings, on the basis of:
1 New Ordinary Shares for every 3 Existing Ordinary Shares
held by them and registered in their names at the Record Time.
Fractions of Ordinary Shares will not be allotted and each
Qualifying Shareholder's entitlement under the Open Offer
Entitlement will be rounded down to the nearest whole New Ordinary
Share. Fractional entitlements to New Ordinary Shares will be
aggregated and will made available under the Excess Application
Facility.
The Directors fully recognise the importance of pre-emption
rights to Shareholders and consequently up to 80,084,681 New
Ordinary Shares are being offered to existing Shareholders by way
of the Open Offer. The Directors consider this appropriate and in
the best interests of Shareholders.
The Excess Application Facility
Qualifying Shareholders may apply to subscribe for Excess Shares
using the Excess Application Facility. Qualifying Non-CREST
Shareholders wishing to apply to subscribe for Excess Shares may do
so by completing the relevant sections on the Open Offer
Application Form. Qualifying CREST Shareholders who wish to apply
to subscribe for more than their Open Offer Entitlements will have
Excess Open Offer Entitlements credited to their stock account in
CREST and should refer to the Prospectus for information on how to
apply for Excess Shares pursuant to the Excess Application
Facility.
The Excess Application Facility will comprise Open Offer Shares
that are not taken up by Qualifying Shareholders under the Open
Offer pursuant to their Open Offer Entitlements. Applications by
Qualifying Shareholders for Excess Shares will, therefore, only be
satisfied to the extent that other Qualifying Shareholders do not
take up their Open Offer Entitlements in full and shall in any
event be at the discretion of the Board (in consultation with Peel
Hunt and TPL). If there is an oversubscription resulting from
excess applications, allocations in respect of such excess
applications will be scaled-back at the absolute discretion of the
Board in consultation with Peel Hunt and TPL, who will have regard
to the pro rata number of Excess Shares applied for by Qualifying
Shareholders under the Excess Application Facility in addition to
the number of Placing Shares and Offer for Subscription Shares
applied for by such Qualifying Shareholders. No assurances can
therefore be given that applications by Qualifying Shareholders
under the Excess Application Facility will be met in full, in part
or at all.
Shareholders should be aware that the Open Offer is not a rights
issue. As such, Qualifying Non-CREST Shareholders should note that
their Open Offer Application Forms are not negotiable documents and
cannot be traded. Qualifying CREST Shareholders should note that,
although the Open Offer Entitlements and Excess Open Offer
Entitlements will be admitted to CREST and be enabled for
settlement, the Open Offer Entitlements and Excess Open Offer
Entitlements will not be tradeable or listed and applications in
respect of the Open Offer may only be made by the Qualifying
Shareholder originally entitled or by a person entitled by virtue
of a bona fide market claim. New Ordinary Shares for which
application has not been made under the Open Offer will not be sold
in the market for the benefit of those who do not apply under the
Open Offer and Qualifying Shareholders who do not apply to take up
their entitlements will have no rights nor receive any benefit
under the Open Offer. Any Open Offer Shares which are not applied
for under the Open Offer (whether pursuant to a Qualifying
Shareholder's Open Offer Entitlements or Excess Open Offer
Entitlements) may be allocated to Placees under the Placing or
anyone subscribing for Offer for Subscription Shares under the
Offer for Subscription (which includes the Intermediaries
Offer).
Offer for Subscription
New Ordinary Shares are also available at the Issue Price under
the Offer for Subscription. Further information on the Offer for
Subscription and the terms and conditions of the Offer for
Subscription, including the procedure for application and payment,
are set out in the Prospectus.
The number of Offer for Subscription Shares issued may be scaled
back to satisfy valid applications by Qualifying Shareholders under
the Open Offer including, where applicable, under the Excess
Application Facility. The Offer for Subscription may also be scaled
back at the Directors' discretion (in consultation with Peel Hunt
and TPL) to satisfy applications under the Placing by allocating
New Ordinary Shares that could otherwise be available under the
Offer for Subscription to Placees under the Placing.
The Intermediaries Offer
Investors may also subscribe for New Ordinary Shares at the
Issue Price pursuant to the Intermediaries Offer. Only the
Intermediaries' retail investor clients who are highly
knowledgeable, private and advised investors who understand or have
been advised of the potential risk from investing in companies
admitted to trading on AIM, and who are in the United Kingdom, the
Channel Islands and the Isle of Man are eligible to participate in
the Intermediaries Offer. The Intermediaries Offer will close at
3.00 p.m. on 23 March 2020.
No New Ordinary Shares allocated under the Intermediaries Offer
will be registered in the name of any person whose registered
address is outside the United Kingdom, the Channel Islands and the
Isle of Man. A minimum application of GBP1,000 per Underlying
Applicant will apply. Determination of the number of New Ordinary
Shares offered will be determined solely by the Company (following
consultation with Peel Hunt and TPL). Allocations to Intermediaries
will be determined solely by the Company (following consultation
with Peel Hunt and TPL).
An application for New Ordinary Shares in the Intermediaries
Offer means that the Underlying Applicant agrees to acquire the New
Ordinary Shares applied for at the Issue Price. Each Underlying
Applicant must comply with the appropriate money laundering checks
required by the relevant Intermediary and all other laws and
regulations applicable to their agreement to subscribe for New
Ordinary Shares. Where an application is not accepted or there are
insufficient New Ordinary Shares available to satisfy an
application in full, the relevant Intermediary will be obliged to
refund the Underlying Applicant as required and all such refunds
shall be made without interest. The Company, TPL and Peel Hunt
accept no responsibility with respect to the obligation of the
Intermediaries to refund monies in such circumstances.
Each Intermediary has agreed, or will on entering into the
Intermediaries Terms and Conditions agree, to elect to receive: (i)
a commission from Peel Hunt where the payment of such commission is
not prohibited; (ii) a payment from Peel Hunt in connection with
the administering of corporate actions and/or advertising in
relation to the Intermediaries Offer; or (iii) no commission or
fees. Pursuant to the Intermediaries Terms and Conditions, in
making an application, each Intermediary will also be required to
represent and warrant that they are not located in the United
States and are not acting on behalf of anyone located in the United
States.
In addition, the Intermediaries may prepare certain materials
for distribution or may otherwise provide information or advice to
retail investors in the United Kingdom, the Channel Islands and the
Isle of Man subject to the terms of the Intermediaries. Any such
materials, information or advice are solely the responsibility for
the relevant Intermediary and will not be reviewed or approved by
any of the Company, TPL or Peel Hunt. Any liability relating to
such documents shall be for the relevant Intermediaries only.
Dilution
Following the issue of New Ordinary Shares to be allotted
pursuant to the Issue, Qualifying Shareholders who take up their
full Open Offer Entitlements will suffer a dilution of 2.9 per
cent. to their interests in the Company (assuming Gross Issue
Proceeds of GBP100 million).
Qualifying Shareholders who do not take up any of their Open
Offer Entitlements will suffer a dilution of 27.2 per cent. to
their interests in the Company (assuming Gross Issue Proceeds of
GBP100 million).
Basis of Allocation
The Placing may be scaled back in favour of the Open Offer
and/or the Offer for Subscription and the Offer for Subscription
may be scaled back in favour of the Placing and/or the Open Offer.
The Open Offer is being made on a pre-emptive basis to Qualifying
Shareholders and is not subject to scaling back in favour of either
the Placing or the Offer for Subscription. The Directors have the
discretion to scale back the Placing and/or the Offer for
Subscription in favour of the Open Offer by reallocating New
Ordinary Shares that would otherwise be available under the Placing
and/or the Offer for Subscription to Qualifying Shareholders
through the Excess Application Facility under the Open Offer. Any
New Ordinary Shares that are available under the Open Offer and are
not taken up by Qualifying Shareholders pursuant to their Basic
Entitlements and under the Excess Application Facility will be
reallocated to the Placing and/or the Offer for Subscription and be
available thereunder.
The Directors have the discretion to determine the basis of
allotment between Qualifying Shareholders under the Excess
Application Facility and any scaling back of or reallocation of
Open Offer Shares to the Placing and/or the Offer for Subscription.
In exercising this discretion, the Directors generally intend to
give priority to existing Shareholders over prospective new
Shareholders, although the Directors will seek to balance the
benefits to the Company of allowing existing Shareholders to
maintain or increase the size of their relative shareholdings with
expanding the Shareholder base of the Company.
Dividend entitlement
Following the announcement of the increase in the third quarter
dividend for the three months to 31 December 2019, the Company
increased its target dividend for the year ending 31 March 2020 to
6.2 pence per Ordinary Share from 6.0 pence per Ordinary Share.
Thereafter, the Company will adopt a progressive dividend policy
in-line with anticipated growth in earnings in line with the REIT
requirements to distribute at least 90 per cent of its property
income.
Save in respect of the dividend declared on 20 January 2020
which is scheduled to be paid on 31 March 2020 to shareholders on
the register on 28 February 2020, the New Ordinary Shares issued in
connection with the Issue 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 including the interim dividend in relation to the three
months to 31 March 2020.
Conditionality
The Issue is conditional upon, among other things:
-- Resolutions 1 and 2 being passed by Shareholders at the
General Meeting (without material amendment);
-- the Placing and Open Offer Agreement becoming unconditional
in all respects (save for the condition relating to Admission) and
not having been terminated in accordance with its terms before
Admission; and
-- Admission becoming effective by not later than 8.00 a.m. on
26 March 2020 or such later time and/or date as Peel Hunt may in
its absolute discretion determine (being not later than 8.00 a.m.
on 30 April 2020).
Accordingly, if any of the conditions are not satisfied, or, if
applicable, waived, the Issue will not proceed and any Open Offer
Entitlements and Excess Open Offer Entitlements admitted to CREST
will thereafter be disabled and application monies will be returned
(at the applicant's risk) without interest as soon as possible.
Resolution 1 grants the Directors authority to allot equity
securities under the Act to effect the Issue. Accordingly, this
resolution will be proposed as an Ordinary Resolution to ensure
that the Directors have authority under section 551 of the Act to
issue the New Ordinary Shares. This authority will expire at the
earlier of the Company's next AGM and the date falling 15 months
following the passing of this resolution.
The Company currently does not have sufficient authority to
allot shares under the Act to effect the Issue on a non pre-emptive
basis. Accordingly, Resolution 2 is a Special Resolution
conditional upon the passing of Resolution 1 to empower the
Directors, pursuant to section 570 of the Act, to allot New
Ordinary Shares up to a maximum aggregate nominal amount of
GBP2,242,153 (or such lower amount as reflects the aggregate
nominal value of New Ordinary Shares to be issued pursuant to the
Issue) on a non-pre-emptive basis pursuant to the Issue. This
authority will expire at the earlier of the Company's next AGM and
the date falling 15 months following the passing of this
resolution.
Directors' and TPL Participation
The Directors, their immediate family members and persons
connected with them are interested in an aggregate of 15,245,583
Existing Ordinary Shares (representing approximately 6.3 per cent
of the Existing Ordinary Shares). Each of the Directors, their
immediate family members and persons connected with them intend to
participate in the Issue and will in aggregate subscribe for
1,355,985 New Ordinary Shares.
The senior managers of TPL, their immediate family members and
persons connected with them are interested in an aggregate of
4,570,364 Existing Ordinary Shares (representing approximately 1.9
per cent of the Existing Ordinary Shares). The senior managers of
TPL, their immediate family members and persons connected with them
intend to participate in the Issue and will in aggregate subscribe
for 157,256 New Ordinary Shares.
Following Admission, the Directors and the senior managers of
TPL will hold, in aggregate and assuming gross proceeds of GBP100
million and that they are allotted and issued the full amount
subscribed for, 6.5 per cent of the entire issue share capital of
the Company.
Admission
Application will be made for the New Ordinary Shares to be
admitted to trading on AIM. It is expected that Admission will
become effective and dealings in the New Ordinary Shares will
commence by 8.00 a.m. on 26 March 2020 (whereupon an announcement
will be made by the Company to a Regulatory Information
Service).
General Meeting
The Issue is subject to a number of conditions, including
approval of Resolutions 1 and 2 to be proposed at the General
Meeting. The General Meeting will be held at 11.00 a.m. on 23 March
2020.
All Shareholders are entitled to attend and vote at the General
Meeting. In accordance with the Articles, all Shareholders present
in person or by proxy shall upon a show of hands have one vote and
upon a poll shall have one vote in respect of each Ordinary Share
held.
A Form of Proxy for use at the General Meeting is not
automatically being provided to Shareholders and does not accompany
the Prospectus. Shareholders wishing to submit a proxy vote can do
so online at www.signalshares.com. To register, Shareholders will
need their Investor Code, which can be found on the letter or email
sent to them announcing the General Meeting. Once logged on,
Shareholders can click on the 'Vote Online Now' button to vote. The
Form of Proxy should be submitted as early as possible and, in any
event, no later than 48 hours before the start of the meeting
(excluding weekends and public holidays), or, if the General
Meeting is adjourned, 48 hours before the time fixed for the
adjourned meeting (excluding any part of a day that is not a
working day). Shareholders may request a hard copy Form of Proxy
directly from the Company's Registrars, Link Asset Services on 0371
664 0321. Calls are charged at the standard geographic rate and
will vary by provider. Calls outside the United Kingdom will be
charged at the applicable international rate. The helpline is open
between 9.00am - 5.30 pm, Monday to Friday excluding public
holidays in England and Wales.
Shareholders who hold your Existing Ordinary Shares in
uncertificated form in CREST may vote using the CREST proxy voting
service by completing and transmitting a CREST Proxy Instruction in
accordance with the procedures set out in the CREST Manual. Further
details are also set out in the notes accompanying the Notice of
General Meeting at the end of the Prospectus. Proxies submitted via
CREST must be received by the Company's Registrar, Link Asset
Services (ID: RA10) by no later than 11.00 a.m. on 19 March
2020.
The completion and return of a Form of Proxy or the use of the
CREST proxy voting service will not prevent Shareholders from
attending and voting at the General Meeting in person should they
wish to. The Notice of General Meeting will be set out in the
Prospectus.
Appendix 1: DEFINITIONS
In this announcement, the following expressions have the
following meanings unless the context requires otherwise:
Act the UK Companies Act 2006, as amended from time to time;
Admission admission of the New Ordinary Shares to trading on AIM pursuant to the
AIM Rules for Companies
and such admission becoming effective in accordance with the AIM Rules
for Companies;
AGM annual general meeting;
AIFM Directive the EU Directive, which was required to be transposed by EU member states
into national law
on 22 July 2013 and regulates AIFMs and imposes obligations on AIFMs in
the EU or on those
Persons who market shares in such funds to EU investors;
AIFMs alternative investment fund managers regulated by the AIFM Directive;
AIM AIM, a market operated by the London Stock Exchange;
AIM Rules for Companies the AIM Rules for Companies issued by the London Stock Exchange and those
of its other rules
which govern the admission to trading, and the operation of companies, on
AIM;
Articles the articles of association of the Company from time to time;
Board the board of Directors;
Capital Value the market value attributed to an asset by the independent valuer;
Closing Price 113.5 pence per Ordinary Share, being the price of an Ordinary Share as
at 5.00 p.m. on 4
March 2020;
Company Warehouse REIT plc, a company incorporated in England and Wales with
company number 10880317
and whose registered office is at Beaufort House, 51 New North Road,
Exeter, England, EX4
4EP;
Companies Acts the Companies Acts as defined in section 2 of the Act;
Contracted Rent the Gross Contracted Rent from the property asset less any headrent due
to the freeholder
under a long leasehold property;
CREST the computerised settlement system operated by Euroclear to facilitate
the transfer of title
to shares in uncertificated form;
CREST Manual the rules governing the operation of CREST as published by Euroclear;
CREST member a person who has been admitted by Euroclear as a system-member (as
defined in the CREST Regulations);
CREST Proxy Instruction the appropriate CREST message required in order for a proxy appointment
or instruction made
using the CREST service to be valid;
Directors the non-executive directors of the Company from time to time being, as at
the date of the
Prospectus, those directors whose names are set out on page 29 of the
Prospectus;
Enlarged Share Capital the Ordinary Share capital of the Company on Admission comprising the
Existing Ordinary Shares
and the New Ordinary Shares;
EEA the European Economic Area;
EPRA the European Public Real Estate Association, founded in 1999 to promote
best practices and
which now has more than 260 members covering the whole spectrum of the
listed real estate
industry including public companies and investors;
EPS earnings per share;
ERV estimated rental value;
EU European Union, the association of European Nations formed in 1993 for
the purpose of achieving
political and economic integration;
Euroclear Euroclear UK & Ireland Limited, the operator of CREST;
Ex-Entitlements Date 8.00 a.m. on 5 March 2020, being the time and date on which Ordinary
Shares are marked "ex-entitlement";
Excess Application Facility the facility for Qualifying Shareholders to apply for Excess Shares;
Excess Open Offer Entitlements in respect of each Qualifying CREST Shareholder who has taken up his Open
Offer Entitlement
in full, the entitlement (in addition to the Open Offer Entitlement) to
apply for Excess Shares,
credited to his stock account in CREST pursuant to the Excess Application
Facility, which
may be subject to scaling-back in accordance with the terms of the
Prospectus;
Excess Shares Open Offer Shares which may be applied for by Qualifying Shareholders in
addition to their
Open Offer Entitlement pursuant to the Excess Application Facility;
Existing Ordinary Share the Ordinary Shares in issue at the date of the Prospectus;
Financial Conduct Authority or FCA the UK Financial Conduct Authority;
Form of Proxy the form of proxy for use at the General Meeting;
FSMA the UK Financial Services and Markets Act 2000, as amended;
General Meeting the general meeting of the Company to be convened pursuant to the Notice of
General Meeting
and held at 11.00 a.m. on 23 March 2020 in order to consider the Resolutions;
Gross Issue Proceeds approximately GBP100 million (or GBP250 million if the size of the Issue is
increased by the
maximum amount available);
Group the Company and its Subsidiary Undertakings;
G10 G10 Capital Limited of 134 Buckingham Palace Road, London SW1W 9SA, the
Company's AIFM;
HSBC HSBC Bank plc or any of its affiliates;
IMPT Industrial Multi Property Trust Limited;
IMPT Portfolio the portfolio of 51 warehouse properties acquired by the Company on 26 March
2018 pursuant
to an agreement dated 5 February 2018 entered into between Tilstone
Industrial Limited and
IMPT;
Intermediaries Any intermediary (if any) that is appointed by the Company in connection with
the Intermediaries
Offer after the date of the Prospectus;
Intermediaries Offer the offer for subscription of New Ordinary Shares at the Issue Price to the
Intermediaries
on the terms and subject to the conditions agreed between Peel Hunt and the
Intermediaries
in connection with the Intermediaries Offer;
Intermediaries Terms and Conditions the terms and conditions agreed between Peel Hunt, the Company, TPL and the
Intermediaries
in relation to the Intermediaries Offer;
Investors subscribers for Ordinary Shares pursuant to the Issue;
IPO the admission of the entire issued share capital of the Company to trading on
AIM on 20 September
2017;
ISA an individual savings account being a scheme allowing individuals to hold
cash, shares, and
unit trusts free of tax on dividends, interest, and capital gains;
Issue the Placing, the Open Offer and the Offer for Subscription (including the
Intermediaries Offer);
Issue Price 111.5 pence per New Ordinary Share;
last mile a term used to describe the final stage or process involved in connecting the
end customer
with the relevant retailer or manufacturer in the context of an on-line
internet based transaction;
Latest Practicable Date 3 March 2020, being the latest practicable date prior to the publication of
the Prospectus;
LEI Legal Entity Identifier;
LIBOR London Interbank Offered Rate;
Link Asset Services Link Asset Services, a trading name of Link Market Services Limited;
London Stock Exchange or LSE London Stock Exchange plc;
LTV loan to value ratio (calculated as gross debt less cash, short term deposits
and liquid investments
divided by the aggregate value of properties and investments);
Market Abuse Regulation Regulation (EU) No 596/2014 and the delegated regulations made pursuant to
it;
Member States the member states of the EEA and the UK and "Member State" means any of them;
MiFID II EU Directive 2014/65/EU on markets in financial instruments, as amended;
Money Laundering Regulations the Money Laundering, Terrorist Financing and Transfer of Funds (Information
on the Payer)
Regulations 2017;
NAV net asset value;
Net Issue Proceeds the Gross Issue Proceeds less applicable fees and expenses of the Issue;
Net Initial Yield Contracted Rent
(Capital Value plus costs of acquisition);
New Ordinary Shares the new Ordinary Shares to be subscribed pursuant to the Placing, the Open
Offer (including
any such Ordinary Shares allocated pursuant to the Excess Application
Facility) and the Offer
for Subscription (including the Intermediaries Offer);
Notice of General Meeting the Notice of General Meeting set
out in Part XIII: "Notice of General
Meeting" of the Prospectus;
Offer for Subscription the offer for subscription of New
Ordinary Shares at the Issue Price
on the terms and subject
to the conditions set out in the
Prospectus;
Offer for Subscription Shares up to 89,686,098 New Ordinary Shares
to be issued by the Company pursuant
to the Offer for
Subscription (including the
Intermediaries Offer);
Official List the official list of the FCA;
Open Offer the invitation by the Company to
Qualifying Shareholders to apply for
Open Offer Shares, on
the term and conditions set out in
the Prospectus and, in the case of
Qualifying non-CREST
Shareholders, in the Open Offer
Application Form;
Open Offer Application Form the personalised application form
through which Qualifying Non-CREST
Shareholders may apply
for New Ordinary Shares under the
Open Offer;
Open Offer Entitlements the entitlement of a Qualifying
Shareholder to apply for 1 Open
Offer Shares for every 3 Existing
Ordinary Shares held as at the
Record Time;
Open Offer Shares up to 80,084,681 New Ordinary Shares
being offered to Qualifying
Shareholders pursuant to
the Open Offer;
Ordinary Resolution a resolution passed by more than a
50.0 per cent majority in accordance
with the Companies
Acts;
Ordinary Shares ordinary shares of GBP0.01 each in
the capital of the Company;
Overseas Shareholders Shareholders who are resident in,
ordinarily resident in, located in
or citizens of, jurisdictions
outside the United Kingdom;
Peel Hunt Peel Hunt LLP of Moor House, 120
London Wall, London, EC2Y 5ET, the
Company's nominated adviser;
Person a natural person, a corporation,
partnership or other entity or
organisation of any kind
incorporated
or unincorporated and wherever
domiciled;
Placee those Persons who have agreed to subscribe for the Placing Shares;
Placing the conditional placing by Peel Hunt of Placing Shares at the Issue Price
on the terms and
subject to the conditions set out in the Prospectus and in the Placing
and Open Offer Agreement;
Placing and Open Offer Agreement the Placing and Open Offer Agreement dated 5 March 2020 between the
Company, Peel Hunt and
TPL details of which are set out in paragraph 13 of Part XI: "Additional
Information" of the
Prospectus;
Placing Shares up to 89,686,098 New Ordinary Shares to be issued by the Company pursuant
to the Placing;
Property Portfolio the freehold and leasehold properties owned directly or indirectly by the
Company as at the
Latest Practicable Date;
Prospectus the Prospectus relating to the Company and the Ordinary Shares prepared
in accordance with
the AIM Rules for Companies and the Prospectus Regulation, the PR
Regulation and the Prospectus
Regulation Rules;
Prospectus Regulation the Prospectus Regulation (Regulation (EU) 2017/1129);
Prospectus Regulation Rules the FCA's Prospectus Regulation Rules made in accordance with Section 73A
of FSMA;
Qualifying CREST Shareholders Qualifying Shareholders holding Ordinary Shares in uncertificated form;
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Ordinary Shares in certificated form;
Qualifying Shareholder holders of Ordinary Shares on the register of members of the Company at
the Record Date other
than Restricted Shareholders;
Record Date 3 March 2020;
Record Time 6.30 p.m. on the Record Date;
Registrar Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU;
Regulatory Information Service or RIS a Regulatory Information Service that is approved by the FCA and that is
on the list of Regulatory
Information Service providers maintained by the FCA;
Relevant State any of the member states of the EEA and the UK and, together, the
"Relevant States";
Resolutions the resolutions to be proposed at the General Meeting to, inter alia,
approve the Issue;
Restricted Jurisdiction any jurisdiction, including but not limited to Australia, Canada, Japan,
New Zealand, the
Republic of South Africa and the United States where the extension or
availability of the
Issue (and any other transaction contemplated thereby) would: (i) result
in a requirement
to comply with any governmental or other consent or any registration
filing or other formality
which the Company regards as unduly onerous; or (ii) otherwise breach any
applicable law or
regulation;
Restricted Shareholders subject to certain exceptions, Shareholders who have registered addresses
in, who are incorporated
in, registered in or otherwise resident or located in, the United States
or any other Restricted
Jurisdiction;
Shareholders holders of Ordinary Shares from time to time;
Special Resolution a resolution passed by not less than a 75.0 per cent majority in
accordance with the Companies
Acts;
Sterling or GBP Pounds Sterling, the currency of the United Kingdom;
sq ft square foot or square feet, as the context may require;
Subscription Form the application form attached as Appendix V: "Subscription Form" to the
Prospectus for use
in connection with the Offer for Subscription;
Subsidiary Undertaking shall be construed in accordance with section 1162 and Schedule 7 of the
Act, save that an
undertaking shall also be treated, for the purposes only of the
membership requirement contained
in subsections 1162(2)(b) and (d), as a member of another undertaking if
any shares in that
other undertaking are held by a person (or its nominee) by way of
security or in connection
with the taking of security granted by the undertaking or any of its
subsidiary undertakings;
TPL Tilstone Partners Limited of Gorse Stacks House, George Street, Chester,
CH1 3EQ, acting (as
the context requires) as the Company's investment advisor;
Underlying Applicant applicants for New Ordinary Shares
pursuant to the Intermediaries
Offer;
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland;
United States or US or USA the United States of America, its
territories and possessions, any
state of the United States
and the District of Columbia and all
other areas subject to its
jurisdiction;
WAULT weighted average unexpired lease
term.
Important notice
Disclaimer
The information in this announcement is for background purposes
only, does not purport to be full or complete and is subject to
change. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness.
This announcement is an advertisement and not a prospectus and
investors should not purchase any shares referred to in this
announcement except on the basis of information in the
Prospectus.
This announcement has been issued by and is the sole
responsibility of the Company.
The material in this announcement is for informational purposes
only and does not constitute an offer of securities for sale or a
solicitation of any offer to buy securities in the United States,
Australia, Canada, Japan, New Zealand, the Republic of South Africa
or any other jurisdiction in which such an offer or solicitation is
unlawful. The Ordinary 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 or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and any
applicable securities laws of any state or other jurisdiction of
the United States. No public offering of securities will be made in
the United States. The Ordinary Shares have not been approved or
disapproved by the United States Securities Exchange Commission,
the securities commission of any state of the United States, or any
other regulatory authority of the United States.
In relation to each Relevant State, no shares have been offered
or will be offered pursuant to the Issue to the public in that
Relevant State prior to the publication of a prospectus in relation
to the Ordinary Shares which has been approved by the competent
authority in that Relevant State or, where appropriate, approved in
another Relevant State and notified to the competent authority in
that Relevant State, all in accordance with the Prospectus
Regulation, except that it may make an offer to the public in that
Relevant State of any Ordinary Shares at any time under the
following exemptions under the Prospectus Regulation:
(a) to any legal entity which is a qualified investor as defined
under the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than
qualified investors as defined under the Prospectus Regulation),
subject to obtaining the prior consent of Peel Hunt for any such
offer; or
(c) in any other circumstances falling within Article 1(4) of
the Prospectus Regulation,
provided that no such offer of the Ordinary Shares shall require
the Company to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation. For the purposes of this
provision, the expression an "offer to the public" in relation to
the Ordinary Shares in any Relevant State means the communication
in any form and by any means of sufficient information on the terms
of the offer and any Ordinary Shares to be offered so as to enable
an investor to decide to purchase or subscribe for any Ordinary
Shares.
Any purchase of Ordinary Shares in the proposed Issue should be
made solely on the basis of information contained in the final
Prospectus to be issued by the Company in connection with the Issue
and Admission. No reliance may or should be placed by any person
for any purposes whatsoever on the information contained in this
announcement or on its completeness, accuracy or fairness. The
information contained in this announcement is given at the date of
its publication (unless otherwise marked) and is subject to
updating, revision and amendment when the definitive Prospectus is
published. In particular, the proposals referred to herein are
tentative and are subject to verification, material updating,
revision and amendment.
The timetable for the Issue, including the date of Admission,
may be influenced by a range of circumstances such as market
conditions. There is no guarantee that the Issue and the Admission
will occur and you should not base your financial decisions on the
Company's intentions in relation to the Issue and Admission at this
stage. Acquiring Ordinary Shares to which this announcement relates
may expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a
recommendation concerning the Issue. The value of Ordinary Shares
can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of the Issue
for the person concerned. Past performance or information in this
announcement or any of the documents relating to the Issue cannot
be relied upon as a guide to future performance.
G10 Capital Ltd is authorised and regulated by the Financial
Conduct Authority. TPL is an appointed representative of G10
Capital Ltd which is authorised and regulated by the Financial
Conduct Authority. Each of G10 and Peel Hunt is authorised and
regulated in the United Kingdom by the FCA and is acting
exclusively for the Company and no-one else in connection with the
Issue and Admission. They will not regard any other person as their
respective clients in relation to the Issue and Admission 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 Issue and Admission, the
contents of this announcement or any transaction, arrangement or
other matter referred to herein.
In connection with the Issue and Admission, Peel Hunt and any of
its respective affiliates, acting as investors for their own
accounts, may purchase Ordinary Shares and in that capacity may
retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Ordinary Shares and other securities of the
Company or related investments in connection with the Issue and the
Admission or otherwise. Accordingly, references in the Prospectus,
once published, to the 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 any of their affiliates acting
as investors for their own accounts. Peel Hunt does not intend to
disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory
obligations to do so.
Peel Hunt, which is authorised and regulated by the FCA in the
United Kingdom, is acting as nominated adviser and broker for the
Company in connection with the Issue and no one else and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in relation to the Issue and/or any other matter referred to
in this Announcement.
None of the Company, TPL, G10 or Peel Hunt nor any of their
respective affiliates or agents accepts any responsibility or
liability whatsoever for, or makes any representation or warranty,
express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement
(or whether any information has been omitted from the announcement)
or any other information relating to the Company, 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. The Company, TPL, G10 and Peel Hunt and their respective
affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements involve known and unknown risks and uncertainties, many
of which are beyond the Company's control and all of which are
based on the Company's board of directors' current beliefs and
expectations about future events. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "plans", "projects",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts.
Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are
subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Company's
business,
the results of operations, financial condition prospects, growth
and dividend policy of the Company and the industry in which it
operates. Forward-looking statements speak only as of the date they
are made and cannot be relied upon as a guide to future
performance.
These forward-looking statements and other statements contained
in this announcement regarding matters that are not historical
facts involve predictions. No assurance can be given that such
future results will be achieved; actual events or results may
differ materially as a result of risks and uncertainties facing the
Company. Such risks and uncertainties could cause actual results to
vary materially from the future results indicated, expressed or
implied in such forward-looking statements. Forward looking
statements speak only as of the date of this announcement.
Each of the Company, TPL, G10 and Peel Hunt and their respective
affiliates expressly disclaim any responsibility, 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.
Certain figures contained in this announcement, including
financial information, have been subject to rounding adjustments.
Accordingly, in certain instances, the sum or percentage change of
the numbers contained in this announcement may not conform exactly
with the total figure given.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the "Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the Product Governance Requirements) may
otherwise have with respect thereto, the New Ordinary Shares have
been subject to a product approval process, which has determined
that the New Ordinary 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, it should be noted
that: (i) the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; (ii) New
Ordinary Shares offer no guaranteed income and no capital
protection; and (iii) an investment in New Ordinary 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 Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Peel Hunt 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 New Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the New Ordinary Shares and for
determining appropriate distribution channels.
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
IOEDBGDXUUGDGGS
(END) Dow Jones Newswires
March 05, 2020 02:00 ET (07:00 GMT)
Warehouse Reit (LSE:WHR)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Warehouse Reit (LSE:WHR)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
