TIDMWHR
RNS Number : 3476Q
Warehouse REIT PLC
18 June 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.
Warehouse REIT plc
(the "Company" or "Warehouse REIT")
Proposed Firm Placing, Placing, Open Offer, Offer for
Subscription and Intermediaries Offer and Notice of General
Meeting
Further to its announcement on 2 June 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 up to GBP175.0
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 Firm Placing, Placing, Open Offer, Offer
for Subscription and Intermediaries Offer.
Summary
-- Issue of up to 159,090,908 New Ordinary Shares pursuant to a
Firm Placing, Placing, Open Offer and Offer for Subscription and
Intermediaries Offer, raising gross proceeds of up to GBP175.0
million
-- Firm Placing of up to 68,181,818 New Ordinary Shares to be
conducted through an accelerated bookbuild process which will be
launched immediately following this announcement
-- Placing of up to 90,909,090 New Ordinary Shares open to
institutional investors immediately following this announcement
-- 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 Share 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 the ability to increase the size of the Firm
Placing, the Placing and/or the Offer for Subscription (including
the Intermediaries Offer) by a further 68,181,818 New Ordinary
Shares in aggregate should there be sufficient demand
-- The Issue Price is 110.0 pence per New Ordinary Share. This
represents a premium of 0.5 per cent. to the Net Asset Value per
Ordinary Share as at 31 March 2020 (audited) of 109.5 pence per
Ordinary Share
-- The Issue Price represents a discount of 1.3 per cent. to the
Closing Price per Ordinary Share on 17 June 2020 of 111.5 pence per
Ordinary Share
-- Demand for warehouse space is coming from an increasingly
diversified occupier base, many of whom are businesses responding
to structural changes in their markets driven by the growth in
e-commerce - the current COVID-19 pandemic has highlighted the
acceleration in this trend
-- TPL has identified a pipeline of investment opportunities
amounting to approximately GBP346.0 million, of which over GBP123.0
million are in exclusive or final negotiations or have solicitors
instructed and approximately a further GBP223.0 million are in
detailed negotiations, including several with an e-commerce
focus
-- Once fully invested, the Issue is expected to be earnings
accretive with improved income diversification
-- As announced on 2 June 2020 in the Company's Final Results,
the Property Portfolio was valued at GBP450.5 million as at 31
March 2020, a like-for-like increase of 2.5% on the valuation at 31
March 2019. The valuation of the same portfolio at 31 January 2020
was GBP454.9 million, a like-for-like increase of 4.1% on 31 March
2019. The decrease in value since January reflects the uncertainty
caused by COVID-19. EPRA EPS for the year ended 31 March 2020
totalled 6.3 pence per share
-- The Company has paid or announced dividends totalling 6.2
pence per share for the year ending 31 March 2020 thereby meeting
its revised dividend target. Management continue to target a total
dividend per share of 6.2 pence for the year ending 31 March 2021
and will monitor this as the impact of COVID-19 is better
understood.(1) The Board intends to declare the dividend for the
first quarter of the year ending 31 March 2021 in August 2020
-- Save in respect of the dividend declared on 1 June 2020 which
is scheduled to be paid on 3 July 2020 to shareholders on the
register on 12 June 2020, the New Ordinary Shares 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 30 June 2020
(1) This is a target only and not a profit forecast. There can
be no assurance that the target can or will be met and it should
not be taken as an indication of the Company's expected or actual
future results.
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:
"During this period of unprecedented disruption, we have
witnessed an increasing polarisation between different real estate
sectors. The UK urban warehouse sector has proven itself to be
firmly on the right side of this divide, as the structural trends
underpinning the rapid growth of e-commerce have accelerated,
supporting strong demand from occupiers seeking to futureproof
their businesses. Furthermore, the motivated pool of sellers we
witnessed earlier in the year has expanded as a result of recent
market uncertainty, resulting in acquisition opportunities at
attractive entry levels and supporting our view that now is the
right time to deliver on our stated strategy of significantly
scaling the REIT."
Andrew Bird, Managing Director of Tilstone Partners Limited,
added:
"We remain steadfast in our conviction that the 'last mile' UK
warehouse sector has all the characteristics that should appeal to
investors seeking attractive returns from their real estate
investment. This has been reinforced by strong rental collection
figures throughout the lockdown period, the encouraging
conversations that we are having with our diverse range of
occupiers, as well as the asset management initiatives we are
continuing to execute as we secure new lettings and re-gears with
good covenants significantly ahead of previous rents and ERVs. We
have a proven operating model and origination capabilities, and
this fundraise will provide for the opportunity to replicate the
success that the Company has achieved with the current portfolio,
aiming to generate further value for shareholders."
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
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, Broker and +44 (0) 20 7418
Joint Bookrunner) 8900
Corporate: Capel Irwin, Carl Gough, Harry
Nicholas
ECM: Al Rae, Sohail Akbar
+44 (0) 20 7653
RBC Capital Markets (Joint Bookrunner) 4000
Darrell Uden, Charlie Foster, Marcus Jackson,
Elliot Thomas
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 6.30 p.m. on 16 June
Open Offer 2020
Announcement of the Open Offer 7.00 a.m. on 18 June
2020
Ex-Entitlements date for the Open Offer 8.00 a.m. on 18 June
2020
Publication and despatch of Prospectus,
Subscription Forms and, to Qualifying
non-CREST Shareholders, Open Offer Application
Form 18 June 2020
Open Offer Entitlements and Excess Open as soon as possible
Offer Entitlements credited to stock accounts on
of Qualifying CREST Shareholders in CREST 19 June 2020
Results of the Firm Placing announced as soon as possible
through a RIS on 19 June 2020
Recommended latest time for requesting
withdrawal of Open Offer Entitlements
and Excess Open 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 4.30 p.m. on 29 June
to certificated form) 2020
Latest time and date for depositing Open
Offer Entitlements and 3.00 p.m. on 30 June
Excess Open Offer Entitlements into CREST 2020
Latest time and date for splitting of
Open Offer Application Forms 3.00 p.m. on 1 July
(to satisfy bona fide market claims only) 2020
Latest time and date for receipt of Forms
of Proxy and receipt of 11.00 a.m. on 2 July
electronic proxy appointments via CREST 2020
Latest time and date for receipt of completed
Open Offer Application Forms and payment
in full under the Open Offer or settlement
of relevant CREST instruction (as appropriate).
Open Offer Entitlements and Excess Open 11.00 a.m. on 3 July
Offer Entitlements disabled in CREST 2020
Latest time and date for receipt of completed
Subscription Forms 1.00 p.m. on 3 July
in respect of the Offer for Subscription 2020
Latest time and date for receipt of completed
applications 3.00 p.m. on 3 July
in respect of the Intermediaries Offer 2020
Latest time and date for receipt of Placing 5.00 p.m. on 3 July
commitments 2020
Results of the Issue announced through by 8.00 a.m. on 6 July
a RIS 2020
General Meeting 11.00 a.m. on 6 July
2020
Announcement of results of General Meeting by 5.00 p.m. on 6 July
2020
Admission and commencement of dealings 8.00 a.m. on 8 July
in New Ordinary Shares 2020
CREST accounts credited in respect of
New Ordinary Shares in uncertificated
form
Expected date of despatch of definitive
share certificates for Open Offer Shares
(to Qualifying non-CREST Shareholders)
and, as soon as possible
where applicable, Firm New Ordinary Shares, on 8 July 2020
New Ordinary Shares and Offer for Subscription within 5 Business Days
Shares of Admission
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
The Group invests in and manages urban or 'last-mile' industrial
warehouse assets in strategic locations in the UK. Simultaneously
with admission of the Company's entire issued share capital to
trading on AIM in September 2017 (the "IPO"), the Company raised
gross investment proceeds of GBP150.0 million through a placing and
offer for subscription (including an intermediaries offer) and
acquired a seed portfolio of 27 assets valued at GBP108.9 million
(the "IPO Seed Portfolio"). At the start of April 2019, the Group
raised a further GBP76.5 million of gross proceeds through a
successful equity issue (the "2019 Issue") with strong support from
existing and new shareholders.
Since IPO, the Company has acquired GBP329.1 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 twelve month period to 31 March 2020 saw
substantial growth, with acquisitions totalling GBP149.7 million,
adding 1.8 million sq ft to the Property Portfolio. The Group now
manages a portfolio of 95 assets across the UK valued at GBP450.5
million as at 31 March 2020 (30 September 2019: GBP438.7 million).
After taking into account net investment activity and portfolio
capital expenditure in the period the portfolio increased in value
by 2.5% on a like-for-like basis over the twelve months to 31 March
2020.
Alongside its ongoing asset management initiatives, its
programme of smaller non-core disposals and recent work with its
club of lenders to agree a new five year GBP220 million facility,
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.
TPL, on behalf of the Company, continually screens the market
place for potential investment opportunities and typically reviews
a potential pipeline of GBP1.0 billion of assets over a 12 month
period. During 2019, TPL screened in excess of GBP1.3 billion of
assets. TPL has identified a number of assets which meet the
Company's investment objective and investment policy, including
off-market assets identified through TPL's network.
Accordingly, the Company is seeking to capitalise on this
pipeline of opportunities by raising additional finance through the
Issue which it will seek to deploy, together with debt finance
where appropriate, in line with its investment strategy.
Assuming the Company raises net proceeds of GBP170.9 million and
assuming an LTV of 30.0 to 40.0 per cent, the Company will have
approximately GBP262.9 million available for future
acquisitions.
The Directors believe that growing the Property Portfolio via
the Issue will:
-- allow the Company to further capitalise on opportunities in its pipeline;
-- be accretive to earnings once the proceeds are fully invested;
-- present 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.
Use of Proceeds
The Company is seeking to raise Gross Issue Proceeds of up to
GBP175.0 million from the Issue (Net Issue Proceeds of up to
GBP170.9 million).
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 GBP5.0 million to GBP30.0 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
GBP346.0 million of which over GBP123.0 million are in exclusive or
final negotiations or have solicitors instructed and approximately
a further GBP223.0 million are in detailed negotiations.
The Company believes that the pipeline stock 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, which has an increased
focus on e-commerce, is concentrated in 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. The Company is also focused on
continuing to increase its exposure to the digital economy through
the assets it acquires and the tenants it works with as well as
further lengthening the WAULT on the portfolio.
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
this announcement 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.
Prior to the onset of COVID-19, TPL had identified a significant
pipeline of attractive acquisitions. Much of this pipeline is still
in place, and a proportion of it now at potentially more attractive
values. In addition, TPL has identified several new e-commerce
focused opportunities in recent months.
Selected potential pipeline opportunities in exclusive/final or
detailed negotiations
Transaction Property description Capital required Net
status and location (GBP) initial
yield (%)
Multi-let estate in strong
Exclusive/final motorway location in
negotiations South East GBP10,200,000 5.4%
Exclusive/final Prime logistics warehouse
negotiations let to e-commerce specialist GBP50,000,000 5.0%
Multi-let estate in strong
Exclusive/final motorway location in
negotiations North West GBP4,200,000 6.2%
Portfolio of multi and
Exclusive/final single-let warehouses
negotiations across the UK GBP42,800,000 6.6%
Exclusive/final Expansion Land adjoining GBP16,100,000 n/a
negotiation an existing holding with
planning value enhancement
being unlocked through
current ownership
Exclusive/final negotiations GBP123,300,000 5.7%
Last-mile warehouse let
to e-commerce provider
Detailed Negotiations close to transport hub GBP10,700,000 6.6%
Prime logistics warehouse
in Golden Triangle let
Detailed Negotiations e-commerce specialist GBP32,100,000 5.2%
Multi-let warehouse in
adjoining estate to increase
Detailed Negotiations holding in key location GBP29,000,000 7.0%
Strategic regional estate
serving key conurbation
Detailed Negotiations on axis of two motorways GBP151,000,000 6.0%
Detailed/ongoing Negotiations GBP222,800,000 5.8%
Effects of the Issue
Upon Admission, assuming Gross Issue Proceeds of GBP175.0
million, the Enlarged Share Capital will be 399,344,951 Ordinary
Shares, comprising 240,254,043 Existing Ordinary Shares and
159,090,908 New Ordinary Shares to be issued pursuant to the Firm
Placing, the Placing, the Open Offer and the Offer for Subscription
(including the Intermediaries Offer). The New Ordinary Shares will
represent approximately 39.8 per cent of the Enlarged Share
Capital.
Following the issue of the New Ordinary Shares to be allotted
and issued pursuant to the Issue, Qualifying Shareholders who take
up their full Open Offer Entitlements will suffer a dilution of
19.8 per cent to their interests in the Company (assuming Gross
Issue Proceeds of GBP175.0 million).
Qualifying Shareholders who do not take up any of their Open
Offer Entitlements will suffer a dilution of 39.8 per cent to their
interests in the Company (assuming Gross Issue Proceeds of GBP175.0
million).
The Existing Ordinary Shares will represent 60.2 per cent of the
Enlarged Share Capital (assuming Gross Issue Proceeds of GBP175.0
million) representing a dilution of 39.8 per cent. for Qualifying
Shareholders who do not take up any of their Open Offer
Entitlements.
Key terms of the Issue
The Company intends to raise Gross Issue Proceeds of up to
GBP175.0 million (Net Issue Proceeds of GBP170.9 million) through
the issue of up to 159,090,908 New Ordinary Shares pursuant to the
Firm Placing, the Placing, the Open Offer and the Offer for
Subscription (which includes an Intermediaries Offer), in each case
at an issue price of 110.0 pence per New Ordinary Share (the "Issue
Price").
The Board has reserved the right, in consultation with the Joint
Bookrunners and TPL, to increase the size of the Issue to a maximum
of 227,272,726 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 via a RIS announcement
prior to Admission.
The Issue Price represents a discount of 1.3 per cent to the
Closing Price and a premium of 0.5 per cent to the EPRA NAV per
share of 109.5 pence at 31 March 2020. The Issue Price has been set
by the Directors following their assessment of market conditions
and following discussion with a number of institutional investors.
The Directors agree that the level of discount to the Closing Price
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 Issue is conditional, inter alia, upon the following:
-- Resolutions 1 and 2 being passed by the 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 8
July 2020 (or such later time and/or date as the Joint Bookrunners
may in their absolute discretion determine, being not later than
8.00 a.m. on 15 August 2020).
Accordingly, if any of such 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 applicants' risk) without interest as soon as possible.
The Placing and the Offer for Subscription (including the
Intermediaries Offer) may be scaled back at the Company's
discretion in consultation with the Joint Bookrunners and TPL.
Priority will be given to the Open Offer, including, where
applicable, to Excess Shares applied for under the Excess
Application Facility, and, accordingly, there will be no priority
given to applications under the Placing or the Offer for
Subscription (which includes the Intermediaries Offer).
Save in respect of the dividend declared on 1 June 2020 which is
scheduled to be paid on 3 July 2020 to shareholders on the register
on 12 June 2020, the New Ordinary Shares will be issued credited as
fully paid and will rank pari passu in all respects with the
Existing Ordinary Shares, including for voting purposes, and in
full for all dividends or other distributions in respect of the
Ordinary Share capital of the Company declared, made or paid after
their issue. The New Ordinary Shares will rank pari passu for any
distributions made on a winding up of the Company.
The Firm Placing
The Joint Bookrunners, as placing agents of the Company, will
use reasonable endeavours to place the Firm Placing Shares at the
Issue Price pursuant to the Placing and Open Offer Agreement.
Assuming Gross Issue Proceeds of GBP175.0 million, the Firm Placing
Shares represent approximately 42.9 per cent of the New Ordinary
Shares and approximately 17.1 per cent of the Enlarged Share
Capital. The Firm Placing is subject to the same conditions as the
Placing, save that the Firm Placing Shares are not subject to
scaling back in order to satisfy valid applications by Qualifying
Shareholders under the Open Offer or Applicants under the Offer for
Subscription.
The Placing
The Joint Bookrunners, as placing agent of the Company, will use
reasonable endeavours to place the Placing Shares with
institutional investors at the Issue Price. Assuming Gross Issue
Proceeds of GBP175.0 million, the Placing Shares represent up to
57.1 per cent of the New Ordinary Shares and up to 22.8 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 the Joint Bookrunners and TPL) in order to
satisfy valid applications by Applicants under the Offer for
Subscription.
Subject to the satisfaction or, where applicable, waiver of the
conditions as set out in the Placing and Open Offer Agreement and
to such agreement not having been terminated in accordance with its
terms, any Open Offer Shares not subscribed for under the Open
Offer including, where applicable, under the Excess Application
Facility, may be allocated at the Board's discretion (in
consultation with the Joint Bookrunners and TPL) to Placees or
anyone subscribing for Offer for Subscription Shares under the
Offer for Subscription (which includes the Intermediaries
Offer).
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 Share 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 (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 made available under the
Excess Application Facility. The Directors fully recognise the
importance of pre-emption rights to Shareholders and consequently
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 paragraph 2.5 of Appendix I: "Terms and
Conditions of the Open Offer" of 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 the
Joint Bookrunners and TPL). If there is an over-subscription
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 the Joint Bookrunners 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).
The 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 Appendix III: "Terms and Conditions of the Offer for
Subscription" and Appendix IV: "Explanatory Notes to the
Subscription Form" of the Prospectus and, where relevant, in the
Subscription Form.
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 the Joint
Bookrunners and TPL) to satisfy applications under the Placing by
allocating New Ordinary Shares that could otherwise be available
under the Offer for Subscription to prospective 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 3 July 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 the Joint Bookrunners and TPL). Allocations to
Intermediaries will be determined solely by the Company (following
consultation with the Joint Bookrunners 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 the Joint
Bookrunners 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 the Joint Bookrunners where the payment of such
commission is not prohibited; (ii) a payment from the Joint
Bookrunners 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 Offer. 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 the Joint Bookrunners. Any liability
relating to such documents shall be for the relevant Intermediaries
only.
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
690,907 New Ordinary Shares.
The senior managers of TPL, their immediate family members and
persons connected with them are interested in an aggregate of
4,639,169 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 51,818 New Ordinary Shares.
Following Admission, the Directors and the senior managers of
TPL will hold, in aggregate and assuming that they are allotted and
issued the full amount subscribed for, 5.2 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 8 July 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 6 July
2020. A notice convening the General Meeting to be held at 11.00
a.m. on 6 July 2020 is set out in Part XIII: "Notice of General
Meeting" of the Prospectus
The Company is closely monitoring developments relating to the
current outbreak of COVID-19, including the related public health
guidance and legislation issued by the UK Government. At the time
of this announcement, the UK Government has prohibited large public
gatherings and non-essential travel is discouraged. In light of
these measures, the General Meeting will be run as a closed meeting
and Shareholders will not be able to attend in person. The Company
will make arrangements such that the legal requirements to hold the
meeting can be satisfied through the attendance of a minimum number
of Directors and employees and the format of the meeting will be
purely functional.
Shareholders are therefore strongly encouraged to submit a proxy
vote in advance of the meeting. Details on how to submit your proxy
vote by post, online or through CREST are set out in Notice of
General Meeting. Given the current restrictions on attendance,
Shareholders are encouraged to appoint the chair of the meeting as
their proxy rather than a named person who will not be permitted to
attend the meeting.
This situation is constantly evolving, and the UK Government may
change current restrictions or implement further measures relating
to the holding of general meetings during the affected period. Any
changes to the General Meeting (including any change to the
location of the General Meeting) will be communicated to
shareholders before the meeting through the Company's website at
www.warehousereit.co.uk and, where appropriate, by announcement
made by the Company to a Regulatory Information Service.
Current trading
On 2 June 2020, the Company released its financial results for
the twelve month period from 1 April 2019 to 31 March 2020.
Summary of key financial and operational highlights:
Financial highlights
The results confirmed the completion of 75 lettings of vacant
space in the period at 8.1 per cent ahead of 31 March 2019 ERV and
98 lease renewals securing an additional GBP3.1 million per annum
of income reflecting a 19.7 per cent increase in headline rents. In
addition, there was a positive like-for-like property valuation
uplift of 2.5 per cent leading to a GBP450.5 million valuation of
the portfolio, which was driven by both income growth, represented
by a 2.1 per cent like-for-like increase in ERV, and modest yield
compression.
The Company entered into a new five year GBP220.0 million debt
facility to replace the existing HSBC facility totalling GBP210.0
million. The refinancing, which comprises a GBP157.0 million term
loan and a GBP63.0 million RCF, has been agreed with a club of
lenders consisting of HSBC, Barclays, Bank of Ireland and Royal
Bank of Canada. The facility is at a margin of 2.0 per cent per
annum above LIBOR.
-- Key metrics for the period ended 31 March 2020:
- Operating profit before gains on investment properties - GBP21.1 million.
- IFRS Profit before tax - GBP20.7 million.
- IFRS earnings per share- 8.6 pence.
- EPRA earnings per share - 6.3 pence.
- Adjusted earnings per share - 6.5 pence.
- Dividends per share for the period - 6.2 pence.
- Total accounting return - 5.4 per cent.
-- Key metrics as at 31 March 2020:
- Portfolio valuation - GBP450.5 million.
- IFRS NAV per share - 109.5 pence.
- EPRA NAV per share - 109.5 pence.
- EPRA net initial yield - 5.9 per cent.
- Passing rent - GBP27.8 million*.
- Contracted rent - GBP29.7 million*.
- Weighted average unexpired lease term to expiry - 5.2 years*.
- LTV - 40.2 per cent.
* For the investment portfolio of completed assets, excluding
development property and land.
Operational highlights
Strong asset management driving total return outperformance for
the period to 31 March 2020
-- Completed 75 new lettings of vacant space during the twelve
month period to 31 March 2020, generating additional annual rent of
GBP1.8 million, 8.1 per cent ahead of 31 March 2019 ERV.
-- Achieved 98 lease renewals, securing an additional GBP3.1
million of income and reflecting a 19.7 per cent increase over
previously contracted rents during the twelve month period to 31
March 2020.
-- Portfolio occupancy of 93.4 per cent at 31 March 2020 (31
March 2019: 92.0 per cent) with the rate at the period end rising
to 96.5 per cent when excluding those units under refurbishment or
under offer to let (31 March 2019: 94.9 per cent).
-- WAULT of 5.2 years to expiry (31 March 2019: 4.6 years), with
4.0 years to first break (31 March 2019: 3.1 years).
-- Acquired fifteen assets across the UK during the twelve month
period to 31 March 2020, for a combined consideration of GBP149.7
million reflecting a net initial yield of 6.6 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.
-- Completed the disposal of 12 smaller or non-core assets
during the twelve month period to 31 March 2020, for combined
consideration of GBP16.7 million reflecting an 8.3 per cent.
premium to 31 March 2019 book values.
-- Planning was granted on 4.2 acres of surplus land for a
mixed-use development at the Nexus Estate in Knowsley. The
permission comprises an additional 35,000 sq ft of warehouse space,
a petrol station and a drive-through unit. Discussions with
potential occupiers are in progress.
Events since 1 April 2020
-- In April 2020, the Group acquired Knowsley Business Park, a
116,900 sq ft multi-let warehouse investment opposite the Group's
Nexus, Knowsley asset, for GBP7.9 million. The property comprises
five units and is fully let to two tenants, with a WAULT of 6.4
years.
-- In April 2020, the Group completed the disposal of two
warehouses for combined consideration of GBP1.0 million, in line
with their 31 March 2020 book values.
-- Between 1 April 2020 and the Latest Practicable Date, the
Group has completed 7 new lettings representing 40,000 sq ft of
floor space and generating rental income in excess of GBP0.28
million per annum, 9.6 per cent ahead of the 31 March 2020 ERV. The
Company has continued to capture reversionary potential from the
portfolio with 8 lease renewals generating a combined annual rent
of GBP0.77 million, an uplift of 27.7 per cent as compared to the
previous rent.
Future Prospects
The UK warehouse sector continues to perform robustly, 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 1.1 per cent per annum, for
all industrial assets between 2020 and 2024, according to IPF
Consensus Forecasts, but the Board's expectation is that rental
growth will be stronger for small and medium sized warehouses and
those linked to e-commerce, the part of the market the Company is
focused on, rather than large single-let distribution
warehouses.
Although short term prospects are more uncertain in light of the
COVID-19 pandemic, the Group expects the favourable supply/demand
imbalance to provide support to warehouse rental values
particularly in urban locations, as companies seek additional space
for logistics and distribution. The properties the Group owns are
flexible and adaptable to the needs of different occupiers, which
will support its ability to re-let any space that does become
vacant. There are also good prospects to outperform wider market
expectations through active asset management to increase rental
income and lease durations.
The Group's wide range of tenants, across different industries,
means that it is not significantly exposed to any one tenant or
business sector. As at 27 May 2020, the Group had received or
agreed payment of 94.0% of March 2020 contracted rents and is in
active discussions with the remaining tenants about arrangements
for collecting the outstanding income.
The Company's priorities for the coming year are to continue
integrating the recent acquisitions, and to further increase
occupancy across the entire portfolio. Proactive steps have been
taken to limit capital expenditure to properties where there is
either a contractual obligation to do so, and/or where an agreement
for lease has been secured.
Whilst the Board expects some yield compression across the
warehouse sector over the medium term, there remain opportunities
to invest in assets at attractive yields. The COVID-19 pandemic has
resulted in many property investors adopting a wait and see
approach and this is likely to provide attractive acquisition
opportunities over the next few months for those with the resources
to act quickly. The Board is confident in the Company's investment
case and ability to achieve its target returns.
Overview of the Company
Introduction
The Company is a UK externally managed, closed-ended investment
company admitted to trading on AIM. The Group became a UK REIT
group for the purposes of Part 12 of the CTA 2010 on 21 September
2017. Since IPO, the Group has built a diversified property
portfolio of UK located warehouse assets. The portfolio was valued
at GBP450.5 million in aggregate as at 31 March 2020. As at the
Latest Practicable Date, the Group's investment portfolio was
spread across 95 properties with a total of approximately 560
tenants, with a combined contracted rent roll of GBP30.4 million
per annum reflecting a yield of 6.4 per cent on a weighted average
unexpired lease term of 5.2 years (4.0 years to first break).
The Company is managed by the Investment Manager and has an
investment objective to provide Shareholders with an attractive
level of income together with the potential for income and capital
growth by investing in a diversified portfolio of UK commercial
property warehouse assets. The Company is a limited company
incorporated in England and tax resident in the United Kingdom.
Investment Policy and Objectives
The Company's investment objective is to provide Shareholders
with an attractive level of income together with the potential for
income and capital growth by investing in a diversified portfolio
of UK commercial warehouse properties.
The Company may acquire property interests either directly or
through corporate structures (whether onshore UK or offshore) and
also through joint venture or other shared ownership or
co-investment arrangements.
The Company will continue to invest and manage its portfolio
with an objective of spreading risk and, in doing so, will continue
to maintain the following investment restrictions:
-- the Company will only invest, directly or indirectly, in warehouse assets located in the UK;
-- no individual warehouse property will represent more than
20.0 per cent of the last published gross asset value of the
Company at the time of investment;
-- the Company will target a portfolio with no one tenant
accounting for more than 10.0 per cent of the gross Contracted
Rents of the Company at the time of purchase. In any event, no more
than 20.0 per cent of the gross assets of the Company will be
exposed to the creditworthiness of any one tenant at the time of
purchase;
-- the portfolio will be diversified by location across the UK
with a focus on areas with strong underlying investment
fundamentals; and
-- the Company will not invest more than 10.0 per cent of its
gross assets in other listed closed-ended investment funds.
The Company considers investments where there is potential for
active asset management, including general refurbishment works.
The Company does not undertake speculative development (that is,
development of property which has not been at least partially
leased or pre-leased or de-risked in a similar way), save for
refurbishment and/or extension of existing holdings. The Company
may, provided that the exposure to these assets at the time of
purchase shall not exceed 15.0 per cent of the gross assets of the
Company, invest directly, or via forward funding agreements or
forward commitments, in developments including pre-developed land,
where the structure is:
(i) designed to provide the Company with investment rather than development risk;
(ii) where the development has been at least partially pre-let
or sold or de-risked in a similar way; and
(iii) where the Company intends to hold the completed development as an investment asset.
The Company will continue to be permitted to invest cash, held
by it for working capital purposes and awaiting investment, in cash
deposits and gilts. The Company may also invest in derivatives for
the purpose of efficient portfolio management. In particular, the
Company may engage in interest rate hedging or otherwise seek to
mitigate the risk of interest rate increases as part of the
Company's efficient portfolio management strategy.
The Company intends to maintain a LTV ratio of between 30.0 per
cent and 40.0 per cent which it believes would be the optimal
capital structure for the Company over the longer term. However, in
order to finance value enhancing opportunities, the Company may
temporarily incur additional gearing, subject to a maximum LTV
ratio of 50.0 per cent, at the time of an arrangement.
In the event of a breach of the investment guidelines and
restrictions set out above, G10 and TPL shall inform the Directors
upon becoming aware of the breach and if the Directors consider the
breach to be material, notification will be made to a Regulatory
Information Service. Any material change to the investment policy
of the Company may only be made with the approval of
Shareholders.
Property Portfolio
The portfolio has remained true to the original aspiration of
buying largely multi-let estates with an element of vacancy where
management can add value and grow the income. As at the date of
this announcement, the Company's portfolio comprised 95 properties
let to 560 tenants. The Property Portfolio currently totals 6.15
million sq ft with a total contracted rent roll of GBP30.4 million,
a WAULT of 5.2 years and an occupancy rate of 93.4 per cent.
The Company's property portfolio was independently valued at
GBP450.5 million as at 31 March 2020. Tables 1 to 6 below set out
details of the key metrics that apply to the portfolio as at 31
March 2020.
Table 1 - Summary of Property Portfolio
As at As at
31 March 2020 31 March 2020
Gross Contracted
Rent GBP31,049,000 Gross Initial Yield 6.6%
Contracted Rent GBP30,402,000 Net Initial Yield 6.4%
Triple Net Rent GBP27,482,000 Triple Net Yield 5.9%
ERV GBP33,353,000 Reversionary Yield 7.2%
Floor Area (sq 6,152,000 Average Rent (per GBP5.45
ft) sq ft)
WAULT to first
break 4.0 WAULT to expiry 5.2
Occupancy 93.4% Capital Value (GBP/sq GBP73.35
ft)
All references, other than gross contracted rent, contracted
rent, triple net rent, ERV and floor area, in the above table
relate only to the investment portfolio of completed assets and
exclude development property and land. Development property and
land is where the whole or a material part of an estate is
identified as having potential for development. Such assets are
classified as development property and land until development is
completed and they have the potential to be fully income
generating.
The average value of the 95 assets owned as at 31 March 2020 was
approximately GBP4.7 million. Table 2 below sets outs the summary
details of the top five assets, which account for over
approximately 20 per cent of the value of the Property
Portfolio.
Table 2 - Summary of Key Assets
Sq ft Rent pa (GBP) WAULT Value (GBP) % of Cap Va
(to Expiry) Total Rent psf (GBP/sqft)
(GBP)
John Lewis, Brackmills 335,000 1,836,000 4.0 30,450,000 6.0% 5.48 90.92
Direct Wines, Gloucester 188,000 1,150,000 11.5 20,000,000 3.8% 6.11 106.20
Tramways Estate,
Banbury(1) 151,000 771,000 4.7 17,000,000 2.5% 5.12 112.88
Midpoint 18, Middlewich 181,000 1,079,000 6.3 15,840,000 3.5% 5.96 87.47
Queenslie Park, Glasgow
(2) 348,000 1,441,000 3.4 15,700,000 4.7% 4.37 45.11
Total/average 1,203,000 6,278,000 5.7 98,990,000 20.6% 5.34 82.29
Note
(1) Including the site occupied by Banbury FC.
(2) Including development land.
Typically, the assets within the Property Portfolio are located
close to conurbations, labour resources and infrastructure ensuring
that buildings are well placed to benefit from opportunities
arising as a result of the rise in internet shopping and to enable
occupiers to serve the growing demand from customers which is
emerging from the "last mile" economy. The split by geographic
region as at 31 March 2020 is shown in Tables 3 and 4 below. The
location of many assets shows a correlation to those locations that
have seen strong occupier take-up of vacant space. In TPL's
experience, strong occupier demand is more likely to lead to
stronger rental growth.
Table 3 - Property details by location
Capital
WAULT WAULT value
sq ft (first (expiry) (GBP/sq
Warehouse location Units Occupancy Value (GBP) (average) % Area break) years ft)
Midlands 163 94% 120,635,000 1,746,000 28% 3.5 4.3 69.10
Northern England 144 98% 103,330,000 1,582,000 26% 3.4 5.2 65.34
Southern England 249 89% 151,735,000 1,596,000 26% 4.8 5.8 95.07
Rest of UK 113 93% 57,850,000 987,000 16% 4.1 5.7 58.61
Land and Development 16,970,000
Total/average 669 93% 450,520,000 5,910,000 4.0 5.2 73.35
Table 4 - Rent details by location*
Average
Triple Net rent
Net Contract Net initial net rent Triple Net market reversionary (GBP/sq
Warehouse location Rent (GBP) yield (GBP) net yield Rent (GBP) Yield ft)
Midlands 8,454,000 6.6% 7,929,000 6.2% 9,129,000 7.1% 5.08
Northern England 7,390,000 6.7% 7,005,000 6.3% 8,080,000 7.3% 4.80
Southern England 9,146,000 5.6% 7,782,000 4.8% 10,631,000 6.6% 6.52
Rest of UK 4,731,000 7.7% 4,389,000 7.1% 5,301,000 8.6% 5.53
Total/average 29,722,000 6.4% 27,105,000 5.9% 33,141,000 7.2% 5.45
*Excluding Land and Development
The majority of the assets within the property portfolio as at
31 March 2020 are warehouse properties with the largest proportion
being industrial warehouses as can be seen in Tables 5 and 6 below.
The term industrial warehouse can be further sub-divided as between
manufacturing, storage and/or distribution and the service
industry.
Table 5 - Property details by use
Capital
WAULT WAULT value
Value (GBP) Area (first (expiry) (GBP/sq
Units Occupancy (sq ft) % Area break) years ft)
Warehouse Storage
& Distribution 535 95% 355,811,000 4,763,000 77% 4.0 5.3 74.70
Light Manufacture
& Assembly 72 88% 51,755,000 885,000 14% 3.9 4.9 58.50
Warehouse - Retail
Use 9 89% 8,702,000 77,000 1% 4.1 4.1 112.63
Warehouse - Trade
Use 21 97% 11,676,000 134,000 2% 5.2 6.4 87.41
Workspace/Office 32 84% 5,605,000 52,000 1% 2.4 3.5 108.72
Land and Development 16,970,000
Total/average 669 93% 450,520,000 5,910,000 4.0 5.2 73.35
Table 6 - Rent details by use*
Average
Net initial Triple Net rent
Net Contract rent Triple net net Net market reversionary (GBP/sq
Rent (GBP) (GBP) rent yield rent (GBP) yield ft)
Warehouse Storage
& Distribution 23,627,000 6.2% GBP21,364,000 5.6% 26,084,000 6.9% 5.35
Light Manufacture
& Assembly 3,843,000 7.0% GBP3,629,000 6.6% 4,533,000 8.2% 4.76
Warehouse - Retail
Use 866,000 9.3% GBP798,000 8.6% 965,000 10.4% 12.58
Warehouse - Trade
Use 921,000 7.4% GBP905,000 7.3% 963,000 7.7% 7.27
Workspace/Office 465,000 7.8% GBP409,000 6.8% 595,000 9.9% 12.18
Total/average 29,722,000 6.4% GBP27,105,000 5.9% 33,141,000 7.2% 5.45
*Excluding Land and Development
As at the date of this Announcement, the Company's portfolio
comprised 95 properties let to 560 tenants. The Property Portfolio
currently totals 6.15 million sq. ft. with a total contracted rent
roll of GBP30.4 million, a WAULT of 5.2 years (to break is 4.0
years) and an occupancy rate of 93.4 per cent. The top 10 tenants
currently account for approximately 28.4 per cent of the total rent
roll as can be seen in Table 7 below. There is a diverse range of
occupier types which provides a defensive character to the rental
income but also demonstrates how many of the warehouses can be used
for a whole range of uses.
Table 7 - Summary of Key Tenants
Tenant Town of the Asset Rent (GBP % of Rent
p.a.)
John Lewis Plc Northampton 1,836,000 6.0%
Newport, Theale &
Amazon UK Services Ltd Widnes 1,376,000 4.5%
Direct Wines Ltd Gloucester 1,150,000 3.8%
Aviva Life & Pensions Nottingham 980,000 3.2%
Alliance Healthcare (Distribution)
Ltd Basingstoke & Peterborough 937,000 3.1%
Emerson Process Management
Ltd Leicester 600,000 2.0%
Liberty Aluminum Technologies
Ltd Coventry 495,000 1.6%
Iron Mountain (UK) Plc(1) Warrington 487,000 1.6%
Howden Joinery Properties Ltd Multiple 421,000 1.4%
Sparrows Offshore Services
Ltd Aberdeen 365,000 1.2%
Total 8,647,000 28.4%
Note:
(1) Post year-end Iron Mountain (UK) Plc have signed a new 10 year
lease in Warrington with an annual rent of GBP615,000.
Table 8 below shows that the WAULT of the Property Portfolio to
lease expiry is 5.2 years as at the date of this announcement. As
at 31 March 2019 the WAULT to expiry was 4.6 years, demonstrating
TPL's effectiveness at extending the WAULT of the portfolio in a
short space of time. TPL identifies and the Company acquires
multi-let estates with a short WAULT in the belief of being able to
improve the income security. It has the confidence to follow this
strategy, having endeavoured to speak to occupiers before
committing to purchase contracts. These dialogues are imperative
and are referred to by TPL as "space intelligence". It provides an
insight into which businesses occupying an estate wish to stay long
term, those looking for more space or, just as importantly, if the
tenant will vacate upon lease expiry or earlier. This space
intelligence has been a key driver in enabling TPL to work with
tenants to retain their occupancy through breaks and lease
expirations, with 77.6 per cent of tenants retained at break and
76.0 per cent of tenants retained at expiry over the past two
years.
Table 8 - Summary of WAULT
% of portfolio Cumulative
by income rent unexpired
WAULT to lease expiry
0 - 1 years 9.5% 9.5%
1 - 2 years 10.2% 19.7%
2 - 5 years 38.3% 58.0%
5 - 10 years 32.5% 90.5%
10 years + 9.5% 100.0%
In respect of those assets within the Property Portfolio where
it was determined that an opportunity for management to enhance the
value through undertaking various initiatives (including capital
expenditure on refurbishing vacant accommodation) existed, this has
been carried out enabling new lettings to be achieved at or above
the purchase ERV. In situations where the income has been of a
short term nature, the property has, where possible, been re-let on
a longer basis. As a result, the WAULT to first break or expiry has
been extended from 3.1 years as at 31 March 2019 to 4.0 years as at
31 March 2020. TPL believes that the Property Portfolio still has
significant potential for growth. The majority of assets within the
Property Portfolio are on multi-let estates avoiding over reliance
on certain properties and tenants. The diversification of income
has allowed management to avoid single let buildings which are let
on longer term leases and instead focus on properties with shorter
dated income, which has resulted in the creation of added
value.
The ERV on those assets held since 31 March 2019 has risen by
2.1 per cent on a like-for-like basis. The current rent for those
same assets is GBP20.4 million per annum against an ERV of GBP23.0
million per annum. This shows an inherent and so far unrealised
potential rental increase of 12.6 per cent on those assets held
since 31 March 2019 (for the avoidance of doubt, this ignores any
future rental growth). The income has grown as a result of active
management which, in part, has focused on the refurbishment of void
space to create lettings at new higher ERV levels. It is a strategy
that the Company will continue to pursue.
Opportunities within the Property Portfolio and case studies
There are a number of opportunities to grow the income within
the Property Portfolio. There is currently 336,000 sq ft of
existing vacant space which is available to be let. Once the vacant
space has been let, the annual rental income is expected to
increase by approximately GBP2.2 million. TPL is currently
marketing all vacant space and is in the process of refurbishing
any accommodation to the extent required. The increased annual
rental income is based on the space being let at the existing ERV
(before any rental growth forecast).
TPL has pursued a policy of sourcing assets where there is an
element of vacancy or refurbishment opportunities, so that
additional income can be generated by refurbishing the property
allowing for the subsequent re-letting to be at enhanced values. By
way of example, the Stadium Industrial estate in Luton (which was
acquired in March 2018) provides 66,200 sq ft arranged in eight
units. At purchase, the estate was 13 per cent void with a low
average rent of GBP5.27 per sq ft. In May 2018, two further units
were returned, on which TPL negotiated a dilapidations settlement
and invested in a comprehensive refurbishment. The units were
re-let immediately post-refurbishment at a new headline rent of
GBP7.50 per sq ft on a straight 10 year lease, with a rent review
at the end of year five. The estate is now fully let, having
increased contracted rent by 24 per cent.
Witan Park, Witney is another multi-let estate comprising
112,200 sq ft located on six acres adjacent to the A40, 14 miles
from Oxford. At IPO, the estate was let off of low average rents of
GBP5.20 per sq ft, with one single tenant occupying 63 per cent of
the total area. The Company received a surrender premium and
dilapidations payment of GBP0.8m in April 2019 from this tenant,
which provided effective income cover on the units taken back until
early 2020. Having completed a comprehensive refurbishment across
the majority of these units, TPL now have notable interest in four
units at rents ranging from GBP7.25 per sq ft to GBP7.75 per sq ft,
reflecting a 49 per cent increase in rents.
Nexus, Knowsley provides another example of value enhancement
via planning and active asset management. The site, which sits
adjacent to the M57, comprises 184,800 sq ft with 4.2 acres of
development land. Since purchase shortly after IPO, TPL let the
remaining vacant unit, and have extended the leases in respect of
64 per cent of the site. The largest of these being a new 15 year
lease with a break at year 10 on 36 per cent of the area, 25 per
cent ahead of ERV and 24 per cent ahead of previous rent.
Additionally, due to the strategic location of the site on Junction
4 of the M57 motorway, as of October 2019 the estate has been
granted planning permission for 35,000 sq ft of additional
warehouse space, a 5,000 sq ft petrol filling station and a 2,200
sq ft drive-through.
Whilst the benefit of strategic acquisitions has been noted
above, the Company has also continued to upgrade the quality of
income via non-core asset disposals with lower growth potential.
Since September 2019, the Company has completed on the sale of 12
smaller non-core assets for a combined price of GBP16.7m at an
average of 8.3 per cent ahead of 31 March 2019 book values and 10.7
per cent ahead of cost, reflecting a blended 6.6 per cent net
initial yield. Within these sales was a retail unit in Bangor, and
four offices. Two industrial sales were sold to owner-occupiers at
a premium against the 30 September 2019 valuation of 6.9 per
cent.
Post year end, the Group acquired Knowsley Business Park which
is located opposite its existing Nexus estate. The asset comprises
five units totalling 116,900 sq ft, which are fully let to two
strong covenants. The purchase price was GBP7.9 million, reflecting
a net initial yield of 7.1%. The business park presents asset
management opportunities, including the potential for lease
extensions. Since 31 March 2020, the Group has completed the
disposal of two warehouses for a combined consideration of GBP1.0
million, in line with their 31 March 2020 book values.
Key strengths of the Company and TPL
TPL is responsible for working with the Company to identify
investment opportunities which meet the Company's investment
policy. The Company and TPL have a number of key strengths which
assists the Company in meeting its investment objective.
The Company has a highly experienced Board and each Director has
considerable real estate and/or finance experience. The TPL core
management team have over 100 years of combined commercial property
investment and development experience, depth of experience of
buying and letting commercial properties throughout the UK and have
strong relationships with key participants operating in the
warehouse sector.
TPL works hard to keep up to speed with what it terms "space
intelligence", knowing what potential and existing occupiers
require from their occupational property strategies and, most
importantly, the affordable level of rent. Understanding the value
of space to its occupiers is fundamental in forecasting future
rental growth together with understanding the sustainability of
prevailing levels of rental values for a given market. Prior to
purchasing any asset, TPL will not just look at the "bricks and
mortar", but will also meet occupiers to understand their
businesses and current and future property requirements.
The Directors believe that it is individual stock selection that
drives investment performance. Ultimately, investment performance
comes from consistent rental income growing in real terms from
asset management initiatives focused on an in depth knowledge of
occupier requirements to ensure buildings offer long term solutions
and efficiencies for existing and prospective tenants alike.
Provided buildings continue to serve the needs of occupiers, leases
are typically renewed and income streams are maintained and grown.
The TPL management team have a history of developing relationships
with its tenants, which can lead to other asset management
opportunities.
TPL has worked with a number of the UK clearing banks with a
strong history of lending against UK commercial property, including
warehouses. TPL's knowledge of prevailing margins and hedging
options will enable it to advise the Board on options available to
minimise risk whilst taking advantage of existing prevailing low
interest rates.
Savills acts as property manager to the Property Portfolio (with
the exception of the properties in the IMPT Portfolio which is
managed by Aston Rose). TPL believe that the strength of their
relationship with Savills is a key strength of the Group. This
relationship enables the Company to capitalise on the network of
Savills offices throughout the UK with its specialisms across a
whole range of relevant services. Savills' access to UK-wide
marketed real estate transactions allows the Company to benefit
from its leading industrial agency practice, as well as ensuring
that TPL has access to Savills' highly specialist sector knowledge,
experience and research. TPL believe that this access will enable
the Company to capitalise on multiple asset acquisition
opportunities in line with the Company's investment criteria which
will enhance its portfolio.
As at the date of this announcement, TPL only provides asset
management services to the assets included within the Property
Portfolio. Accordingly, TPL does not currently have, and is not
expected to have, any conflicts of interest with the Group. The
Board and TPL have agreed the intention to defer the earliest date
for the service of notice to terminate under the Investment
Management Agreement from August 2020 to August 2023, subject to
consultation with Shareholders and the Company's Nominated
Adviser.
Summary of Risk Factors
-- The performance of the Company would be adversely affected by
a downturn in the UK property market in terms of market value or a
weakening of rental yields.
-- Both the rental income and the market value of the properties
acquired by the Company will be affected by the operational
performance of the properties or the related business being carried
on in the property and the general financial performance of the
tenants.
-- The ability of the Company to achieve its investment
objectives depends on the ability of TPL to identify, select and
execute investments which offer the potential for satisfactory
returns. The underperformance of TPL could have a material adverse
effect on the Company's financial condition and operations.
-- The COVID-19 pandemic and associated government measures has
had and is likely to continue to have a significant impact on the
Group, and the ultimate impact is dependent on the duration and
extent of the pandemic and is therefore not yet known.
-- The Company may face significant competition from other UK or
foreign property investors. The existence of such competition may
have a material adverse impact on the Company's ability to acquire
properties and to secure tenants for its properties at satisfactory
rental rates and on a timely basis.
-- The Company cannot guarantee that the Group will maintain
continued compliance with all of the REIT conditions. If the
Company fails to maintain its REIT status, its rental income and
capital gains may be subject to UK taxation which could have a
material impact on the financial condition of the Company.
-- The Company intends to use borrowings to acquire further
properties and those borrowings may not be available at the
appropriate time or on suitable terms. If borrowings are not
available on suitable terms or at all this will have a material
adverse impact on the returns to Shareholders and in particular the
level of dividends paid. Whilst the use of borrowings should
enhance the NAV where the value of the Company's underlying assets
is rising, it will have the opposite effect where the underlying
asset value is falling. In addition, in the event that the rental
income of the Company's portfolio falls for whatever reason, the
use of borrowings will increase the impact of such a fall on the
net revenue of the Company.
-- Any development or refurbishment works may involve
significant costs and may be adversely affected by certain
restrictions. This could cause the resulting revenues to be lower
than budgeted, and may cause the asset to fail to perform in
accordance with the Company's investment projections, consequently
impacting on the financial condition of the Company.
-- The market value of the Ordinary Shares, and the income
derived from, the Ordinary Shares may decrease as well as increase,
which could result in a loss to Shareholders. The market value of
the Ordinary Shares, as well as being affected by their NAV and
prospective NAV, also takes into account their dividend yield and
prevailing interest rates.
-- The Ordinary Shares may be traded at a discount to NAV per
Ordinary Share and Shareholders may not be able to realise a return
on their investment or may receive a negative return and lose some
or all of the capital invested.
-- The Company's ability to pay dividends and the Company's
dividend growth depends principally upon the rental income
generated and received from the properties owned by the Company,
which may fluctuate.
-- The issue of Ordinary Shares in the future by the Company may
have a dilutive effect on the holdings of the Shareholders.
Appendix 1: DEFINITIONS
In this announcement, the following expressions have the
following meanings unless the context requires otherwise:
2019 Issue the issue of 74,254,043 of Ordinary Shares in the Company pursuant
to a placing, open offer
and offer of subscription, the details of which were set out in a
prospectus dated 12 March
2019;
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;
AIF alternative investment fund;
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;
Applicants the applicants who complete the Subscription Form in respect of the
Offer for Subscription;
Average Rent per sq ft Total Net Contracted Rent
Total sq ft;
Board the board of Directors;
Business Day any day (other than a Saturday or Sunday or any public holiday in
England and Wales) on which
banks generally are open for the transaction of normal banking
business in the City of London;
certificates or certificated form in relation to a share or other security, a share or other security,
title to which is recorded
in the relevant register of the share or other security concerned as
being held in certificated
form (that is, not in CREST);
Capital Value the market value attributed to an asset by the independent valuer;
Closing Price 111.5 pence per Ordinary Share, being the price of an Ordinary Share
as at 5.00 p.m. on 17
June 2020;
Code US Internal Revenue Code of 1986, as amended;
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 member a person who has been admitted by Euroclear as a system-member (as
defined in the CREST Regulations);
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001/3755);
CTA 2010 the UK Corporation Tax Act 2010;
Directors the non-executive directors of the Company from time to time being,
as at the date of this
announcement, 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;
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;
ERISA the United States Employee Retirement Income Security Act of 1974,
as amended from time to
time, and the applicable regulations thereunder;
ERV estimated rental value;
EU European Union, the association of European Nations formed in 1993
for the purpose of achieving
political and economic integration;
Euro or EUR Euro, the official currency of the majority of member states in the
EU;
Euroclear Euroclear UK & Ireland Limited, the operator of CREST;
Ex-Entitlements Date 8.00 a.m. on 18 June 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;
Exchange Act the US Securities Exchange Act of 1934, as amended from time to
time;
Existing Ordinary Share the Ordinary Shares in issue at the date of the Prospectus;
Financial Conduct Authority or FCA the UK Financial Conduct Authority;
Firm Placee any Person that has conditionally agreed to subscribe for Firm
Placing Shares;
Firm Placing the placing by the Joint Bookrunners as agents of and on behalf of
the Company of the Firm
Placing Shares on the terms and subject to the conditions contained
in the Placing and Open
Offer Agreement;
Firm Placing Shares up to 68,181,818 New Ordinary Shares proposed to be allotted and
issued by the Company pursuant
to the Firm Placing;
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
set out in Part XIII of the Prospectus and held at 11.00 a.m. on 6 July
2020 in order to consider
the Resolutions;
Gross Contracted Rent the total rent due under the leases from the occupational tenants;
Gross Issue Proceeds approximately GBP175.0 million (or GBP250.0 million if the size of the
Issue is increased
by the maximum amount available);
Gross Initial Yield Gross Contracted Rent/(Capital Value plus costs of acquisition);
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;
IFRS International Financial Reporting Standards as adopted by the EU;
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;
Institutional Investor a person who qualifies as an institutional investor under Section
528(4A) of CTA 2010;
Intermediaries the entities listed in paragraph 26 of Part XI: "Additional Information"
of the Prospectus,
together with any other 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 the Joint
Bookrunners and the Intermediaries
in connection with the Intermediaries Offer;
Intermediaries Terms and Conditions the terms and conditions agreed between the Joint Bookrunners, the
Company, TPL and the Intermediaries
in relation to the Intermediaries Offer;
Internal Revenue Code the US Internal Revenue Code of 1986, as amended from time to time;
Investment Management Agreement the agreement dated 22 August 2017 made between the Company, TPL and G10
as described more
fully in paragraph 13 of Part XI: "Additional Information" of the
Prospectus;
Investment Manager the Company's authorised investment fund manager from time to time,
being as at the date of
this announcement, G10 (also known and described as the alternative
investment manager and
AIFM of the Company);
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;
IPO Seed Portfolio the portfolio of 27 assets, valued at GBP108.9 million, acquired by the
Company on IPO;
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 Firm Placing, the Placing, the Open Offer and the Offer for
Subscription (including the
Intermediaries Offer);
Issue Price 110.0 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 16 June 2020, being the latest practicable date prior to the publication
of the Prospectus;
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);
Joint Bookunners Peel Hunt and RBC;
KID the key information document in respect of an investment in the Company
prepared in accordance
with the PRIIPs Regulation by G10 in its capacity as the Company's AIFM;
Market Abuse Regulation Regulation (EU) No 596/2014 and the delegated regulations made pursuant
to it;
MiFID II EU Directive 2014/65/EU on markets in financial instruments, as amended;
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 Firm Placing,
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);
Non-Qualified Holder any person whose ownership of Ordinary Shares, or the transfer of
Ordinary Shares to such
person, may:
* cause the Company's assets to be deemed "plan assets"
for the purposes of the Code or ERISA;
* cause the Company to be required to register as an
"investment company" under the US Investment Company
Act;
* cause the Company or any of its securities to be
required to register under the US Exchange Act, the
US Securities Act or any similar legislation;
* cause the Company to not be considered a "Foreign
Private Issuer" as such term is defined in rule
3b-4(c) under the US Exchange Act;
* cause the Investment Manager to be required to
register as a municipal advisor under the US Exchange
Act;
* result in the Company being disqualified from issuing
securities pursuant to Rule 506 of Regulation D;
* cause a loss of partnership status for US federal
income tax purposes or a termination of the US
partnership under Code Section 708;
* result in a person holding Ordinary Shares in
violation of the transfer restrictions put forth in
any prospectus published by the Company from time to
time; or
* cause the Company to be a "controlled foreign
corporation" for the purposes of Section 957 of the
Code, or may cause the Company to suffer any
pecuniary or tax disadvantage or any person who is
deemed to be a Non-Qualified Holder by virtue of
their refusal to provide the Company with information
that it requires in order to comply with its
obligations under exchange of information agreements
(including, but not limited to, FATCA);
Notice of General Meeting the Notice of General Meeting set out in Part XIII: "Notice of
General Meeting" of the Prospectus;
Occupancy properties subject to a lease;
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 90,909,090 New Ordinary Shares to be issued by the Company
pursuant to the Offer for
Subscription (including the Intermediaries Offer);
Open Offer the invitation by the Company to Qualifying Shareholders to apply
for Open Offer Shares, on
the terms 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 Share 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
and Joint Bookrunner;
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 Firm Placing
Shares and/or the Placing
Shares;
Placing the conditional placing by the Joint Bookrunners 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 and excluding for the avoidance of doubt, any Firm
Placing Shares to be issued
pursuant to the Firm Placing;
Placing and Open Offer Agreement the Placing and Open Offer Agreement dated 18 June 2020 between the
Company, the Joint Bookrunners
and TPL details of which are set out in paragraph 13 of Part XI:
"Additional Information"
of the Prospectus;
Placing Shares up to 90,909,090 New Ordinary Shares to be issued by the Company
pursuant to the Placing;
PRIIPs Regulation Regulation (EU) No 1286/2014 of the European Parliament and of the
Council of 26 November
2014 on key information documents for packaged retail and
insurance-based investment products
and its implementing and delegated acts;
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;
PR Regulation Commission Delegated Regulation (EU) 2019/980;
Qualified Institutional Buyer or QIBs as such term is defined in Rule 144A of the US Securities Act;
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;
RBC RBC Europe Limited (trading as RBC Capital Markets) of 100
Bishopsgate, London EC2N 4AA, the
Company's Joint Bookrunner;
RCF revolving credit facility;
Record Date 16 June 2020;
Record Time 6.30 p.m. on the Record Date;
Regulation S Regulation S promulgated under the US Securities Act;
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;
REIT a company or group to which Part 12 of CTA 2010 applies;
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;
Rule 144A Rule 144A under the US Securities Act;
Savills Savills Plc, 33 Margaret Street, London, United Kingdom, W1G 0JD,
the Company's property manager
for the Property Portfolio, other than the IMPT Portfolio;
Shareholders holders of Ordinary Shares from time to time;
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;
Total Net Contracted Rent the annualised Contracted Rent adjusting for the inclusion of rent
subject to rent free periods;
TPL Tilstone Partners Limited of Gorse Stacks House, George Street,
Chester, CH1 3EQ, acting as
the Company's investment advisor;
Triple Net Rent the Contracted Rent less non recoverable and void costs;
Triple Net Yield Triple Net Rent /(Capital Value plus costs of acquisition);
uncertificated or in uncertificated form Ordinary Shares held in uncertificated form in CREST and title to
which, by virtue of the
CREST Regulations, may be transferred by means of CREST;
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;
U.S. Person as defined in Regulation S;
US Investment Company Act the US Investment Company Act of 1940, as amended;
US Securities Act the US Securities Act of 1933, as amended;
US$ or $ US dollars, the lawful currency of the United States;
WAULT weighted average unexpired lease term.
Important notice
Disclaimer
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (Regulation 596/2014). Upon the
publication of this Announcement via a Regulatory Information
Service ("RIS") this inside information is now considered to be in
the public domain.
This Announcement (including the Appendix) (the "Announcement")
has been issued by and is the sole responsibility of the
Company.
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").
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, collectively, the "United States"),
Australia, Canada, Israel, Japan, New Zealand, the Republic of
South Africa, or any other jurisdiction where to do so might
constitute a violation or breach of any applicable law. The Issue
and the distribution of this Announcement and other information
contained herein may be restricted by law in certain jurisdictions
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with the restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This Announcement is an advertisement and does not constitute a
prospectus. This Announcement is for information purposes only and
does not constitute or form part of, and should not be construed
as, an offer for sale or subscription of, or solicitation of any
offer to subscribe for or to acquire, any ordinary shares of
GBP0.01 each in the capital of the Company ("Ordinary Shares") in
any jurisdiction, including in or into the United States,
Australia, Canada, Israel, Japan, New Zealand or the Republic of
South Africa, where to do so would be unlawful. Investors should
not subscribe for or purchase any Ordinary Shares except on the
basis of information publicly announced by the Company to a RIS by
or on behalf of the Company on or prior to the date of this
Announcement.
No public offering of the New Ordinary Shares is being made in
the United States, United Kingdom, Australia, Canada, Israel,
Japan, New Zealand, the Republic of South Africa, or elsewhere. The
New Ordinary Shares have not been and will not be registered under
the applicable securities laws of any state, province or territory
of Australia, Canada, Israel, Japan, New Zealand or the Republic of
South Africa. Subject to certain exceptions, the New Ordinary
Shares may not be offered or sold in Australia, Canada, Israel,
Japan, New Zealand or the Republic of South Africa or to, or for
the account or benefit of, any national, resident or citizen of
Australia, Canada, Israel, Japan, New Zealand or the Republic of
South Africa. The New Ordinary Shares have not been and will not be
registered under the US Securities Act, or any securities laws of
any state or other jurisdiction of the United States and may not be
offered or sold, resold, transferred or delivered, directly or
indirectly within, into or in the United States or to or for the
account or benefit of US persons (as defined in Regulation S under
the US Securities Act) ("US Persons"): (i) except to "qualified
institutional buyers" as defined in Rule 144A under the US
Securities Act that are also "qualified purchasers" within the
meaning of section 2(a)(51) of the US Investment Company Act and
the rules thereunder and who have been provided a US investor
letter or (ii) unless registered under the US Securities Act or
pursuant to an exemption from or in a transaction not subject to,
the registration requirements of the US Securities Act and in
compliance with applicable state law. There will be no public offer
of the Ordinary Shares in the United States. The Company has not
been and will not be registered under the US Investment Company
Act, and investors will not be entitled to the benefits of the US
Investment Company Act. The New Ordinary Shares are also being
offered and sold outside the United States to Non-US Persons in
accordance with Regulation S under the US Securities Act.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of shares is or will be made in
Australia pursuant to this Announcement, except to a person who is:
(i) either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act or a "professional investor" within
the meaning of section 9 and section 708(11) of the Corporations
Act; and (ii) a "wholesale client" for the purposes of section
761G(7) of the Corporations Act (and related regulations) who has
complied with all relevant requirements in this respect, or another
person who may be issued shares without requiring a disclosure
document. No New Ordinary Shares may be offered for sale (or
transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the New Ordinary Shares is being made on a private placement basis
only in the provinces of British Columbia, Alberta, Manitoba,
Ontario and Quebec and is exempt from the requirement that the
Company prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Joint Bookrunners that such
person (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the New Ordinary Shares
acquired by a Canadian investor in this offering must be made in
accordance with applicable Canadian securities laws, which may vary
depending on the relevant jurisdiction, and which may require
resales to be made in accordance with Canadian prospectus
requirements, a statutory exemption from the prospectus
requirements, in a transaction exempt from the prospectus
requirements or otherwise under a discretionary exemption from the
prospectus requirements granted by the applicable local Canadian
securities regulatory authority. These resale restrictions may
under certain circumstances apply to resales of the New Ordinary
Shares outside of Canada.
The Issue is available, and is and may be made, in or from
within the Bailiwick of Guernsey, and the Prospectus may only be
distributed or circulated directly or indirectly in or from within
the Bailiwick of Guernsey:
(i) by persons licensed to do so under the Protection of
Investors (Bailiwick of Guernsey) Law, 1987 (as amended); or
(ii) to persons licensed under the Protection of Investors
(Bailiwick of Guernsey) Law, 1987 (as amended), the Insurance
Business (Bailiwick of Guernsey) Law, 2002 (as amended), the
Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended)
or the Regulation of Fiduciaries, Administration Businesses and
Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as
amended).
The Issue and the Prospectus are not available in or from within
the Bailiwick of Guernsey other than in accordance with paragraphs
(i) and (ii) above and must not be relied upon by any person unless
made or received in accordance with such paragraphs.
Subject to certain exemptions (if applicable), the Company shall
not raise money in Jersey by the issue anywhere of New Ordinary
Shares, and, unless a relevant exemption applies, the Prospectus
shall not be circulated in Jersey, without first obtaining consent
from the Jersey Financial Services Commission pursuant to the
Control of Borrowing (Jersey) Order 1958, as amended. No such
consents have been obtained by the Company. Subject to certain
exemptions (if applicable), offers for securities in the Company
may only be distributed and promoted in or from within Jersey by
persons with appropriate registration under the Financial Services
(Jersey) Law 1998, as amended. It must be distinctly understood
that the Jersey Financial Services Commission does not accept any
responsibility for the financial soundness of or any
representations made in connection with the Company.
The Issue is available, and is and may be made, in or from
within the Isle of Man and the Prospectus is being provided in or
from within the Isle of Man only:
(iii) by persons licensed to do so under the Isle of Man Financial Services Act 2008; or
(iv) to persons: (a) licensed under Isle of Man Financial
Services Act 2008; or (b) falling within exclusion 2(r) of the Isle
of Man Regulated Activities Order 2011 (as amended); or (c) whose
ordinary business activities involve them in acquiring, holding,
managing or disposing of shares or debentures (as principal or
agent), for the purposes of their business.
The Issue and the Prospectus are not available in or from within
the Isle of Man other than in accordance with paragraphs (i) and
(ii) above and, accordingly, neither may be relied upon by any
person unless made or received in accordance with such
paragraphs.
The comparability of the information on the Company's
performance to date to its future performance is by its nature
limited for a variety of reasons. Without limitation, results can
be positively or negatively affected by market conditions beyond
the control of the Company or any other person. Neither past
performance of the Company is a reliable indicator of, and cannot
be relied upon as a guide to, the future performance of the
Company. Prospective 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. 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 and prospective investors should note that the
value of ordinary shares can decrease as well as increase.
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,
which is authorised and regulated in the United Kingdom by the UK
Financial Conduct Authority, and RBC Europe Limited, which is
authorised by the UK Prudential Regulation Authority (the "PRA")
and regulated in the United Kingdom by the PRA and UK Financial
Conduct Authority, are acting exclusively for the Company and no
one else in connection with the Issue and Admission. Neither G10,
Peel Hunt nor RBC will regard any other person as their respective
clients in relation to the subject matter of this Announcement 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, Admission, the
contents of this Announcement or any transaction, arrangement or
other matter referred to herein.
Save as set out above, none of the Company, G10, Peel Hunt, RBC
or any of their operating partners, co-investors and joint venture
partners, or any of their respective parent or subsidiary
undertakings, or the subsidiary undertakings of any such parent
undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other
person ("their respective affiliates") 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 this
Announcement) or any other information relating to the Company,
their respective subsidiaries or associated companies, 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 this Announcement or its contents or otherwise
arising in connection therewith. The Company, G10, Peel Hunt, RBC
and their respective affiliates accordingly disclaim all and any
liability whatsoever 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. No
representation or warranty, express or implied, is made by Peel
Hunt and/or RBC or any of their respective affiliates as to the
accuracy, fairness, completeness or sufficiency of the information
contained in this Announcement.
In connection with the Issue, Peel Hunt, RBC and any of their
respective affiliates, acting as an investor for its or their own
account(s), may acquire New Ordinary Shares and, in that capacity,
may retain, purchase, sell, offer to sell or otherwise deal for its
or their own account(s) in such securities of the Company, any
other securities of the Company or other related investments in
connection with the Issue or otherwise. Accordingly, references to
New Ordinary Shares being 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,
RBC and any of their respective affiliates acting as an investor
for its or their own account(s). Neither Peel Hunt, RBC nor any of
their respective affiliates intends to disclose the extent of any
such investment or transactions otherwise than in accordance with
any legal or regulatory obligation to do so. In addition, in
connection with the Issue, Peel Hunt and RBC may enter into
financing arrangements with investors, such as share swap
arrangements or lending arrangements where New Ordinary Shares are
used as collateral, that could result in Peel Hunt and RBC
acquiring shareholdings in the Company.
This Announcement does not constitute a recommendation
concerning the proposed Issue. The price and value of securities
and any income from them can go down as well as up and investors
may not get back the full amount invested on disposal of the
securities. Past performance is not a guide to future performance.
Information in this Announcement or any of the documents relating
to the proposed Issue cannot be relied upon as a guide to future
performance. The Issue timetable may be influenced by a range of
circumstances such as market conditions. There is no guarantee that
the Issue will occur and you should not base your financial
decisions on the Company's intentions in relation to the Issue or
the information contained in this Announcement. The contents of
this Announcement are not to be construed as legal, business or tax
advice. Each prospective investor should consult his, her or its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the New Ordinary Shares. Any
investment decision to buy New Ordinary Shares in the Issue must be
made solely on the basis of publicly available information, which
has not been independently verified by either of the Joint
Bookrunners.
Certain statements in this Announcement are, or may be deemed to
be, forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "seeks", "aims",
"should" or "will" or, in each case, their negative or other
variations or similar expressions.
These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout
this Announcement and include, but are not limited to, statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company's results of
operations, financial position, prospects, growth, target total
return, investment strategy, financing strategies, and the
development of the industries in which the Company's businesses
operate. Such forward-looking statements involve unknown risks,
uncertainties and other factors, which may cause the actual results
of operations, performance or achievement of the Company, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. In addition, even if the Company's
results of operations, financial position and growth, and the
development of the market and the industry in which the Company
operates, are consistent with the forward-looking statements
contained in this Announcement, those results or developments may
not be indicative of results or developments in subsequent
periods.
Given these uncertainties, prospective investors are cautioned
not to place any undue reliance on such forward-looking statements.
These forward-looking statements speak only as at the date of such
statements. Except as required by applicable law, none of the
Company, Peel Hunt or RBC or their respective affiliates assumes
any obligation or undertaking to update, review or revise any
forward looking statements contained in this Announcement whether
as a result of new information, future developments or
otherwise.
The New Ordinary Shares will not be admitted to trading on any
stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the 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, distributors should
note that: the price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the 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 and
RBC will only procure investors who meet the criteria of
professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed G10 as its alternative investment fund manager.
In accordance with Article 32 of Directive 2011/61/EU of the
European Parliament and of the Council of 8 June 2011 on
Alternative Investment Fund Managers ("AIFMD"), G10 has been given
clearance by the Financial Conduct Authority ("FCA") to market the
New Ordinary Shares to professional investors in Belgium, Denmark,
Finland, France, Germany, Ireland, Italy, Luxembourg, The
Netherlands, Norway and Sweden, and also in the United Kingdom, in
accordance with AIFMD and the laws, rules and regulations
implementing AIFMD in the United Kingdom, including without
limitation the Alternative Investment Fund Managers Regulations
2013 (No. 1173/2013) and the Investment Funds Sourcebook of the FCA
(the "UK AIFMD Rules") and has been duly notified by the FCA that
the relevant marketing notification have been made by the FCA to
the relevant competent authorities in those jurisdictions.
Pursuant to Article 23 of AIFMD and the applicable UK AIFMD
Rules, G10 is required to make available to persons in the European
Union who are invited to and who choose to participate in the
Issue, by making an oral or written offer to subscribe for New
Ordinary Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for New Ordinary Shares is
given (the "Placees") certain information (the "Article 23
Disclosures"). For the purposes of the Issue, G10 has made the
Article 23 Disclosures available to Placees in the 'Investor -
Company Information' section of the Company's website at:
https://www.warehousereit.co.uk/investors/investor-downloads/
PRIIPs (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), G10 has prepared a key information
document (the "KID") in respect of the Ordinary Shares. The KID is
made available to "retail investors" prior to them making an
investment decision in respect of the Ordinary Shares at
https://www.warehousereit.co.uk/investors .
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
G10 is the only manufacturer of the Ordinary Shares for the
purposes of the PRIIPs Regulation and none of the Company, Peel
Hunt and RBC are manufacturers for these purposes. None of the
Company, Peel Hunt or RBC makes any representations, express or
implied, or accepts any responsibility whatsoever for the contents
of the KID prepared by G10 nor accepts any responsibility to update
the contents of the KID in accordance with the PRIIPs Regulation,
to undertake any review processes in relation thereto or to provide
the KID to future distributors of Ordinary Shares. Each of the
Company, Peel Hunt and RBC and their respective affiliates
accordingly disclaim all and any liability whether arising in tort
or contract or otherwise which it or they might have in respect of
the key information documents. Investors should note that the
procedure for calculating the risks, costs and potential returns in
the KID are prescribed by laws. The figures in the KID may not
reflect actual returns for the Company and anticipated performance
returns cannot be guaranteed.
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
IOEGUGDLDSBDGGI
(END) Dow Jones Newswires
June 18, 2020 02:00 ET (06:00 GMT)
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