TIDMWHR
RNS Number : 1596F
Warehouse REIT PLC
05 March 2020
5 March 2020
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 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.
Warehouse REIT plc
(the "Company" or "Warehouse REIT")
Publication of Prospectus
Further to the announcement made earlier today in connection
with the Proposed Placing, Open Offer, Offer for Subscription and
Intermediaries Offer, Warehouse REIT is pleased to announce that
the Prospectus has now been approved by the FCA.
A copy of the Prospectus will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM and on the Company's website at
www.warehousereit.co.uk. Hard copies of the Prospectus will also be
available from the Company's registered office at Beaufort House,
51 New North Road, Exeter, EX4 4EP.
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
Important notice
Disclaimer
The information in this announcement is for background purposes
only and does not purport to be full or complete. 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 securities referred to herein 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 securities 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 Member State of the EEA and the UK (each a
"Relevant State"), no New Ordinary 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
New 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 New Ordinary Shares any time under the
following exemptions under the Prospectus Regulation:
-- to any legal entity which is a "qualified investor" as defined in the Prospectus Regulation;
-- to fewer than 150 natural or legal persons (other than
Qualified Investors as defined in the Prospectus Regulation);
or
-- in any other circumstances falling within Article 1(4) of the
Prospectus Regulation, provided that no such offer of New Ordinary
Shares shall result in a requirement for the publication of a
prospectus pursuant to Article 3 of the Prospectus Regulation or
supplemental 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 any offer of New Ordinary Shares in any
Relevant State means a communication in any form and by any means
of sufficient information on the terms of the offer and any New
Ordinary Shares to be offered so as to enable an investor to decide
to purchase or subscribe for the New Ordinary Shares.
Any purchase of Ordinary Shares in the proposed Issue should be
made solely on the basis of the 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 is authorised and regulated by the Financial Conduct
Authority. TPL is an appointed representative of G10 which is
authorised and regulated by the FCA. 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.
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.
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.
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
PDIFELFBBXLLBBF
(END) Dow Jones Newswires
March 05, 2020 06:22 ET (11:22 GMT)
Warehouse Reit (LSE:WHR)
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