TIDMWHR
RNS Number : 4038Q
Warehouse REIT PLC
18 June 2020
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA TO US PERSONS OR
IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH
THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD
BE UNLAWFUL.
This announcement is an advertisement and does not constitute a
prospectus. Investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in a prospectus expected to be published later today by
Warehouse REIT plc (the "Prospectus") in its final form and not in
reliance on this announcement. A copy of the Prospectus will,
following publication, be available for inspection on its website (
www.warehousereit.co.uk). This announcement does not constitute,
and may not be construed as, an offer to sell or an invitation or
recommendation to purchase, sell or subscribe for any securities or
investments of any description, or a recommendation regarding the
issue or the provision of investment advice by any party.
Terms not otherwise defined in this announcement have the
meanings that will be given to them in the Prospectus.
Warehouse REIT plc
(the "Company" or "Warehouse REIT")
Publication of Prospectus
Further to the announcement made earlier today in connection
with the Proposed Firm Placing, Placing, Open Offer, Offer for
Subscription and Intermediaries Offer, Warehouse REIT is pleased to
announce that the Prospectus has now been approved by the FCA.
A copy of the Prospectus will be available for inspection on the
National Storage Mechanism at www.morningstar.co.uk/uk/NSM and on
the Company's website at www.warehousereit.co.uk .
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
Important notice
Disclaimer
This announcement (including the Appendix) (the "Announcement")
has been issued by and is the sole responsibility of the
Company.
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 the 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
PDIFVLFFBQLLBBL
(END) Dow Jones Newswires
June 18, 2020 07:24 ET (11:24 GMT)
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