TIDMPILR
RNS Number : 1850K
Pacific Industrial & Log REIT PLC
06 April 2018
THIS ANNOUNCEMENT, INCLUDING THE APPIX (TOGETHER, THE
ANNOUNCEMENT), AND THE INFORMATION CONTAINED IN IT IS RESTRICTED
AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO OR
FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF, OR
SOLICITATION TO PURCHASE OR SUBSCRIBE FOR, SECURITIES IN THE UNITED
STATES. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE
RESPONSIBILITY OF THE COMPANY.
THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT IS INSIDE
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION
596/2014.
Pacific Industrial & Logistics REIT plc
("Pacific Industrial & Logistics" or "the "Company")
Result of Placing
Further to the announcement made earlier today, Pacific
Industrial & Logistics (AIM: PILR) is pleased to announce the
result of the Placing.
-- 17,071,130 Placing Shares have been conditionally placed with
Placees at 119.50 pence per Placing Share, raising gross proceeds
of approximately GBP20.4 million. The Placing is not
underwritten.
-- The Placing Shares represent, in aggregate, approximately
25.1 per cent. of the Ordinary Shares in issue as at 5 April 2018
(the latest practicable date prior to the release of this
announcement) and will represent approximately 20.0 per cent. of
the Enlarged Share Capital.
-- The Placing is conditional, inter alia, on the approval of
the Resolutions to be proposed in connection of the Placing at the
General Meeting of the Company to be held at 10.00 a.m. on 25 April
2018 and upon Admission of the Placing Shares to trading on AIM. It
is expected that Admission of the Placing Shares will occur at 8.00
a.m. on 26 April 2018.
-- The net proceeds of the Placing, together with debt finance,
are intended to be used by the Company to acquire two urban
logistics portfolios with an aggregate gross acquisition price of
c.GBP38.7 million (including estimated finance costs of c.GBP0.3
million), representing a blended net initial yield of 5.9 per cent.
The additional GBP0.4 million that was raised will be deployed to
support the Company's working capital.
Nigel Rich, Non-Executive Chairman, commented:
"In light of the current market conditions, we are delighted to
have received support from existing and new shareholders for our
Placing which will enable us to grow our portfolio of high-quality
urban logistics assets. With this new acquisition we will build on
the scale and momentum in the business to achieve attractive
returns for Shareholders."
For further information contact:
Pacific Industrial & Logistics
REIT plc
Richard Moffitt +44 (0)20 7591 1600
Montfort - Financial PR and
IR adviser
Olly Scott +44 (0)78 1234 5205
Canaccord Genuity - Nominated
Adviser, Joint Financial
Adviser and Sole Bookrunner
Corporate Broking
Simon Bridges
Charlie Foster
Andrew Buchanan
ECM
Sam Lucas
Ben Griffiths +44 (0)20 7523 8000
Kinmont - Joint Financial
Advisor
Mat Thackery +44 (0)20 7087 9100
Radnor Capital Partners -
Placing Agent
Joshua Cryer
Ben Gillen +44 (0)20 3897 1830
EXPECTED PLACING TIMETABLE
Publication of the Circular 9 April 2018
Latest time and date for receipt 10.00 a.m. on
of Forms of Proxy 23 April 2018
General Meeting 10:00 a.m. on
25 April 2018
Announcement of results of General 25 April 2018
Meeting
Admission of Placing Shares 8.00 a.m. on
26 April 2018
Expected date for CREST accounts 26 April 2018
to be credited in relation to
Placing Shares
Dispatch of definitive share certificates by no later 3
(where applicable) in relation May 2018
to Placing Shares
Certain of the events in the above timetable are conditional
upon, amongst other things, the approval of the Resolutions at the
General Meeting.
If any of the events contained in the timetable should change,
the revised times and dates will be notified by means of an
announcement through a Regulatory Information Service.
A reference to a time in this announcement is to London time
unless otherwise stated.
PLACING STATISTICS
Placing Price 119.50
pence
Number of Placing Shares 17,071,130
Gross proceeds of the Placing GBP20.4
million
Number of Ordinary Shares in issue as
at the date of this announcement 68,114,724
Number of Ordinary Shares at Admission
following the issue of the Placing Shares
* 85,185,854
Number of Warrants in issue at Admission* 2,962,000
Placing Shares expressed as a percentage 20.0 per
of the Enlarged Share Capital* cent.
*Assuming no Warrants are exercised on or before Admission.
1. Introduction
On 29 March 2018, the Company announced its intention to raise
up to GBP20 million (before fees and expenses) by means of the
Placing to fund an identified portfolio of urban logistics assets
that meet the Company's investment objective and investing policy.
Earlier today, the Company announced that it had received firm
expressions of interest of approximately GBP20 million of Ordinary
Shares in the Placing.
The Company is pleased to announce that it has conditionally
placed 17,071,130 new Ordinary Shares at a price of 119.50 pence
per Placing Share pursuant to the Placing, raising gross proceeds
of GBP20.4 million. The new Ordinary Shares have been conditionally
placed with a combination of new and existing shareholders.
The allotment of the Placing Shares is conditional, inter alia,
upon the Company obtaining approval of the Shareholders at the
General Meeting to grant the Directors the authority to allot such
Ordinary Shares and to disapply statutory pre-emption rights which
would otherwise apply to such allotment.
2. Change of name
The Board will change the Company's name to "Urban Logistics
REIT plc" with the ticker symbol "SHED" on or around admission of
the Placing Shares.
The Board believes this change reflects the Company's focus and
is consistent with its investment and growth strategy.
The Change of name will not affect any Shareholders' rights. New
issues of Ordinary Share certificates will be in the Company's new
name and existing Ordinary Share certificates and Warrant
certificates will remain valid.
3. Background to and reasons for the Placing
The Company was formed for the purposes of investing in
single-let last mile and regional logistics properties in the UK
with an average lot size of under GBP10 million, located in
established logistics zones, and displaying, inter alia, the
potential for rental growth and other asset management
opportunities. The Company aims to achieve a target minimum 6.0 per
cent. dividend yield and total returns between 10 and 15 per cent.
per annum.
The Group has raised a total of c.GBP75 million of equity
capital since its IPO, deploying the net proceeds, together with
debt finance, in acquisitions worth in excess of GBP125 million at
an all-in average debt interest cost of 3.3 per cent. and 7.4 per
cent. average Net Initial Yield. The Company's portfolio
features:
-- Valuation increase of 7.5 per cent. (for the six months to 30
September 2017) to GBP93.4 million, and a 12.3 per cent. increase
over purchase price since IPO (as at 30 September 2017);
-- WAULT of 5.2 years as at 26 February 2018; and
-- Average capital value of GBP71 per sq. ft. against more than
GBP130 per sq. ft. estimated replacement cost as at 26 February
2018
Since its IPO, the Company's highly-experienced Board and
Management Team have implemented their strategy, completing
acquisitions of 29 assets that meet the Company's investment
criteria, and disposing of two assets. The Management Team has
established a significant pipeline of potential asset
acquisitions(1) and new capital is required to acquire identified
asset opportunities.
The Directors believe that the Placing will have the following
additional benefits for Shareholders, enabling the Company to:
-- continue diversifying its income and asset base by increasing
the number of tenants and properties within the portfolio upon the
capital being deployed;
-- gain additional commercial momentum, positioning it as an
attractive and preferred counterparty for vendors;
-- increase its economies of scale and, since the Group's
current operational capabilities can manage a substantially larger
portfolio, reduce its total expense ratio, in turn enhancing the
Company's dividend-paying capacity; and
-- diversify the Shareholder base by increasing the number of
Ordinary Shares in issue, thereby providing the potential for
additional liquidity.
4. Market overview, portfolio and trading update and pipeline
The Company's position in a compelling market environment
Supply of, and demand for, urban logistics assets combined with
the specific characteristics of these investments create what the
Directors believe to be a compelling opportunity. The Directors
believe the Company is the only closed-ended quoted or listed
company in the UK solely focused on single-let, urban logistics
properties.
Supply of urban logistics assets remains constrained:
-- Asset availability across the UK is over a third lower than
the peak, post-recession, in 2009 (119 million square feet)
-- Development remains limited as occupiers shift to
purpose-built properties; land availability remains constrained;
and planning permissions are not supporting supply growth to meet
demand
-- Asset supply is focussed on second hand properties with new
and early marketed space contracting (CBRE Logistics Report H1
2017)
Changing economic dynamics drive growing demand:
-- For every GBP1 billion of new online retail sales, an
additional 1.125 million square feet of new distribution space is
required. Based on current online retail growth forecasts, this
translates to an annual average incremental demand of c.4.5 million
square feet (JPMorgan, June 2017)
-- The online retail sector accounted for more than a third of
all lettings during H1 2017 and has been more acquisitive than
traditional retail
-- Retailers and e-fulfilment supply chain businesses are
investing in new distribution capability as parcel deliveries
increase 18 per cent. year-on-year, representing an average 46 per
household; and demand for reverse logistics rises to handle the 27
per cent. of all online sales that are returned (JPMorgan, June
2017)
-- A wide range of facilities are underpinning the sector's
transformation - notably multi-floor XXL warehouses and urban
logistics sites located in regions that are traditionally regarded
as secondary (CBRE Logistics Report H1 2017)
Compelling market opportunities exist:
-- The Company is able to target acquisitions of quality
income-producing assets at 30 per cent. to 70 per cent. of
replacement cost
-- Targeted assets for acquisition present attractive income,
capital growth and total return prospects. Investments can be made
in the region of 6.0 per cent. to 7.5 per cent. Net Initial Yields,
at affordable rents of GBP4.50 to GBP5.50 per square foot on an
overall LTV in line with the Company's 35-40 per cent. target
range
-- The Company's focus on smaller lot sizes of less than GBP10
million and under 250,000 square feet avoids competition with
institutional investors for acquisitions, but tenant quality can be
maintained
-- Despite a structural shortage of lettable space in the
Company's focus subsector, it remains an active and well-traded
market and the Directors expect GBP3 billion to GBP4 billion of
assets to be transacted in 2018, enabling the Company to be
selective in its acquisitions
1. All information relating to the potential investments
described in this Announcement is indicative, subject to detailed
due diligence and may subsequently change as a result.
Portfolio update
The Group has acquired 29 assets and disposed of one asset
between the Company's IPO in April 2016 and 26 February 2018, at
which time the tenanted portfolio comprised the properties in the
table below. The Company subsequently disposed of the 16 Hudson
Road asset in a transaction which completed on 5 April 2018. These
have proven to be sound investments, with a good geographical
spread and a diverse tenant base. The portfolio also presents a
variety of asset management opportunities, which have the potential
to provide both income growth and capital appreciation.
The average size of the properties in the portfolio at 26
February 2018 was 60,942 square feet. The WAULT at the same date
was 5.2 years.
Portfolio as at 26 February 2018:
Net
Acquisition book
cost(2) value Size
Month (sq
Tenant Location of acquisition (GBP'000s) (GBP'000s) ft)
Price's Patent 16 Hudson Apr
Candles Road, Bedford 16 2,200 2,390 44,195
Jas Bowman & 18 Edison Apr
Sons Road, Bedford 16 2,675 3,325 39,306
104-106
Riverside Apr
The BSS Group Way, Northampton 16 750 900 13,633
Caxton
Road, Elm
Farm Industrial
Estate, Apr
ACO Technologies Bedford 16 1,675 3,025 41,603
Edison Apr
Blackburns Metals Road, Bedford 16 1,250 1,750 24,380
Prima Foam
House,
Caxton Apr
Ball and Young Road, Bedford 16 1,100 1,650 22,535
Regent
House, Apr
Ideal Industries Bedford 16 2,850 2,300 42,392
Unit 11-14
Marshall Thermo Cemetery Apr
King Road, Dunstable 16 600 900 10,050
Unit 73
Interlink
Way, Interlink
Business Apr
Winit Corporation Park, Bardon 16 6,000 6,350 73,791
Units B
Postley Apr
Void Road, Bedford 16 1,393 1,629 21,137
Units A
Professional Postley Apr
Fulfilment Services Road, Bedford 16 1,394 1,631 21,162
Units C-D
Postley Apr
Arqadia Limited Road, Bedford 16 2,813 3,290 42,700
National
Distribution
Centre,
Park Road,
Holmewood, Jan
Void Chesterfield 17 4,659 5,800 108,873
PUMA UK & New Bruntcliffe Mar
Day Way, Leeds 17 6,050 6,250 63,979
Plot 2000
Haverhill
HID Corporation Business Sep
Ltd Park, Haverhill 17 4,090 4,300 37,355
Plot 5000
Haverhill
Culina Logistics Business Sep
Ltd Park, Haverhill 17 14,150 14,900 194,965
XPO Transport
Solutions UK Hope Carr Sep
Ltd Lane, Leigh 17 3,340 3,340 39,720
XPO Transport
Solutions UK Legbrannock Sep
Ltd Road, Motherwell 17 2,420 2,560 100,832
Townsend
Drive,
Nuneaton Sep
Void LE10 3BZ 17 6,710 6,710 130,508
XPO Supply Chain Dodwells Sep
UK Limited Road, Hinckley 17 3,280 3,280 62,082
XPO Transport
Solutions UK Pontefract Sep
Ltd Road, Normanton 17 6,110 6,110 94,102
Unit A
Belcon
Industrial
J Sainsburys Estate, Sep
Plc Hoddesdon 17 3,950 4,030 45,018
Unit B
Belcon
Travis Perkins Industrial
(Properties) Estate, Sep
Ltd Hoddesdon 17 1,480 1,540 10,935
Unit 3003
Victoria
Road, Leeds Nov
Pharmacy 2U LS14 2LA 17 1,337 1,337 19,130
Unit 3001
Victoria
Road, Leeds Nov
Komori LS14 2LA 17 1,558 1,558 22,290
Sandfield
Close,
Moulton Dec
Panther Park, Northampton 17 3,025 3,025 42,553
1A Alston Dec
DHL Supply Chain Road, Norwich 17 2,176 2,176 31,410
Aston Lane, Dec
DHL Supply Chain Runcorn 17 8,083 8,083 122,478
Imperial
House, Dec
GoCompare.com Newport 17 4,644 4,644 26,672
Leigh Commerce Dec
Void Park, Leigh 17 7,154 7,154 110,729
Wagonway Dec
DHL Supply Chain Road, Hebburn 17 3,157 3,157 77,430
Manitowoc Crane Radclive Dec
Group Road, Buckingham 17 6,286 6,286 29,378
Total at 26
February 2018 118,359 125,380 1,767,322
(2.) All excluding purchaser costs.
CBRE independently valued the portfolio as at 30 September 2017
in accordance with the RICS Valuation - Professional Standards. The
portfolio's market value at 30 September 2017 was GBP93.4 million,
compared with the assets' combined purchase price of GBP83.2
million, excluding purchaser costs. This represents an increase of
GBP10.2 million or 12.3 per cent., on the aggregate purchase price.
The valuation increase reflects the Company's focus on asset
management and buying well-located sites, and also highlights its
success in sourcing off-market deals at attractive prices for the
Group. The portfolio, as at 1 April 2017 increased by 7.5 per cent.
in capital value during the six month period to 30 September 2017
on a like-for-like basis.
Trading update
As announced in the Company's trading update on 26 February
2018, the Board reiterates its expectation that year-end earnings
and portfolio valuation to 31 March 2018 will be in line with
market expectations.
Further to the announcement on the 29 March 2018, the Company's
active asset management approach continues to enhance the value of
the portfolio. The Company's 10,050 sq.ft. asset at Dunstable has
now been re-let, through a simultaneous surrender and re-letting,
on a new 10 year lease at a rent of GBP6.75 per sq.ft. from its
previous level of GBP5.97 per sq.ft. The new rental level
represents an increase of 13 per cent. and is expected to generate
attendant benefits in valuation.
The disposal of 16 Hudson Road has completed ahead of the
expected date of 6 April 2018. The proceeds from the sale were
GBP3.2 million, representing a capital profit of approximately
GBP1.2 million on the Company's equity investment of approximately
GBP0.9 million in April 2016. Taken together with the income
returns generated during the Company's ownership and the achieved
sale price, reflects an achieved IRR on equity invested of 55.8 per
cent.
Pipeline
As announced earlier today, the Company has today entered into
non-binding heads of terms in respect of the acquisition of two
portfolios of assets ("Portfolio 1" and "Portfolio 2", together the
"Portfolio") from a single vendor.
-- Portfolio 1 comprises three urban logistics assets with an
aggregate acquisition price of GBP19.5 million, representing a net
initial yield of 6.0 per cent.
-- Portfolio 2 comprises three urban logistics assets and a plot
of land which together have an aggregate acquisition price of
GBP16.5 million, representing a net initial yield of 5.8 per
cent.
-- Aggregate gross consideration for the Portfolio is c.GBP38.7
million (including estimated finance costs of c.GBP0.3 million),
representing a blended net initial yield of 5.9 per cent.
-- The Company intends to exchange contracts on Portfolio 1 and
Portfolio 2 on 10 April 2018 and completion will take place in a
two-stage process:
-- Completion on Portfolio 1 is expected on 1 July 2018 and is
conditional on completion of the Placing; and
-- Portfolio 2 is expected to complete on 1 September 2018. Its
completion is conditional on the Placing and the Company obtaining
the necessary debt finance to fund the acquisition.
-- The Portfolio is being acquired at an average capital value
of GBP72 per sq.ft., substantially below the cost of
replacement.
-- Significant reversionary potential across the Portfolio with
average rents of GBP4.57 per sq.ft. and a weighted average
unexpired lease term of 5.7 years.
-- Club financing deal expected with Santander as lead agent.
-- Based on the completion of the Placing and acquisition of the
Revised Portfolio, the Company continues to target a dividend yield
and total returns, once fully invested and on a full year basis, in
line with investment policy guidance of in excess of 6 per cent.
and 10 per cent. to - 15 per cent. respectively.
The acquisition of the Revised Portfolio is subject to amongst
other things, completion of the required equity and debt financing,
completion of final due diligence, completion of final negotiation
of terms with the vendor, completion of legal documentation and the
final approval of the Directors. There can be no guarantee of
completion of the acquisition of the Revised Portfolio. All
information relating to the Revised Portfolio described in this
Announcement is indicative, subject to detailed due diligence and
may subsequently change as a result.
5. Interim dividend
Earlier today the Company declared a third interim dividend of
3.2 pence per share (the "Third Interim Dividend"), which brings
the total dividends issued in respect of the 2018 financial year to
6.3 pence per share. The dividend is a PID and will have an
ex-dividend date of 19 April 2018 and will be paid to shareholders
who are on the register at a record date of 20 April 2018.
Any investors participating in the Placing, will not be eligible
to receive the Third Interim Dividend payment in respect of any new
Ordinary Shares issued to them as part of the Placing. The payment
date will be 4 May 2018.
6. Borrowing and gearing policy
The Company will seek to use gearing to enhance returns over the
long-term and, in addition, will seek to fix its borrowing rates.
It is the Directors' current intention to target gearing of not
more than 40 per cent. and the Company has a club financing
agreement in principle with Santander UK as lead agent.
7. Details of the Placing
The Placing
17,071,130 Placing Shares have been placed with Placees at
119.50 pence per Ordinary Share to raise gross proceeds of
approximately GBP20.4 million. The Placing is not underwritten.
The Placing is conditional, inter alia, on the approval of
Resolutions 1 and 2 at the General Meeting of the Company to be
held at 10.00 a.m. on 25 April 2018 and upon Admission of the
Placing Shares to trading on AIM. It is expected that Admission of
the Placing Shares will occur on 26 April 2018.
The Placing Agreement
Pursuant to the terms of the Placing Agreement: (i) Canaccord,
as agent for the Company, conditionally agreed to use its
reasonable endeavours to place the Placing Shares on a
non-underwritten basis at the Placing Price; and (ii) Kinmont and
Radnor conditionally agreed to use their respective reasonable
endeavours to introduce potential Placees to Canaccord.
The Placing Agreement contains certain warranties from the
Company and the Manager in favour of Canaccord, Kinmont and Radnor
in relation to, inter alia, certain matters relating to the Company
and its business. In addition, the Company and the Manager have
agreed to indemnify Canaccord, Kinmont and Radnor in relation to
certain liabilities they may incur in respect of the Placing.
Canaccord has the right to terminate the Placing Agreement in
certain circumstances prior to Admission including, without
limitation, in the event of any material breach by the Company, the
Investment Manager or PIML of their respective obligations under
the Placing Agreement, the occurrence of a force majeure event or a
material adverse change in the financial condition of the Company
and/or the Group. Under the terms of the Placing Agreement the
Company has agreed to pay each of Canaccord and Kinmont a corporate
finance fee and commissions based on the number of Placing Shares
which are the subject of the Placing, and to Radnor, commissions
based on the number of Placing Shares which are the subject of the
Placing, together with a discretionary additional fee to any or all
of Canaccord, Radnor and Kinmont with reference to the number of
Placing Shares which are the subject of the Placing.
8. Related party transactions
Participation in the Placing by the Directors and the Management
Team
Mr. Rich, Mr. Moffitt and Mr. Turner are subscribing for 41,841
Ordinary Shares, 41,841 Ordinary Shares and 41,841 Ordinary Shares
at the Placing Price pursuant to the Placing respectively.
Following Admission, Mr. Rich, Mr. Moffitt and Mr. Turner will be
interested in 225,536 Ordinary Shares, 398,362 Ordinary Shares and
328,797 Ordinary Shares respectively. Mr. Moffitt and Mr. Turner
are members of Pacific Industrial LLP and, accordingly, are
interested in aggregate in a further 520,557 Ordinary Shares.
The independent Directors, having consulted with Canaccord,
consider these related party transactions are fair and reasonable
insofar as the Company's Shareholders are concerned.
M1 Agency fees
At the point the Company acquires certain properties in the
pipeline portfolio, it will incur, on an arm's length basis, a
commercial agency fee payable to M1 Agency LLP, which is expected
to be 1.0 per cent. of the purchase price of the acquired portfolio
(GBP360,000). M1 Agency LLP is a partnership in which Richard
Moffitt is a designated member. The payment of fees by the Company
to M1 Agency LLP will, at the time, be a related party transaction
for the purposes of the AIM Rules.
To the extent that any related party transactions take place,
the independent Directors, having consulted with Canaccord,
consider they would be fair and reasonable insofar as the Company's
Shareholders are concerned.
Participation in the Placing by Allianz Global Investors
Allianz Global Investors GmbH (UK) ("Allianz") is subscribing
for 3,367,936 Ordinary Shares at the Placing Price pursuant to the
placing which represents 19.7 per cent. of the Placing Shares to be
issued. Allianz currently holds a 7,862,676 Existing Ordinary
Shares, representing approximately 11.54 per cent. of the total
outstanding Existing Ordinary Shares in the Company and is
therefore a Substantial Shareholder of the Company as defined by
the AIM Rules.
Allianz's participation in the Placing therefore constitutes a
related party transaction. The Directors, having consulted with
Canaccord, consider this related party transaction is fair and
reasonable insofar as the Company's Shareholders are concerned.
9. Admission and dealings
Application will be made to the London Stock Exchange for the
Placing Shares to be admitted to trading on AIM. It is expected
that Admission will become effective and that dealings in the
Placing Shares will commence on 26 April 2018.
The new Ordinary Shares to be issued pursuant to the Placing
will not rank for the third interim dividend of 3.2 pence per
Ordinary Share which has an ex-dividend date of 19 April 2018 and
will be payable to shareholders on the register on 20 April 2018.
From Admission, the Ordinary Shares issued pursuant to the Placing
will rank pari passu with the Company's existing Ordinary Share
capital in all other respects.
10. General meeting
A Circular and notice convening the General Meeting, at which
the Company will seek shareholder approval to allot the shares and
dis-apply pre-emption rights in respect of the Placing, will be
posted to shareholders on 9 April 2018. The General Meeting is to
be held at the offices of Gowling WLG (UK) LLP, 4 More London
Riverside, London SE1 2AU at 10.00 a.m. on 25 April 2018. At the
General Meeting, the following resolutions will be proposed:
Resolutions relating to the Placing (Resolutions 1 and 2)
Resolutions 1 and 2 will be proposed to grant the Directors the
authority to allot the Placing Shares (which will represent
approximately 20.0 per cent. of the Enlarged Share Capital) without
first offering them to existing Shareholders on a pre-emptive
basis.
The Directors believe it would not be in the Shareholders' best
interests to incur the significant additional expense that would be
required to implement a fully pre-emptive offer of Ordinary Shares
to Shareholders. The Directors have therefore concluded that
seeking general authority from Shareholders to issue the Placing
Shares other than on a pre-emptive basis is the most flexible and
cost-effective method available to the Company.
Resolutions relating to general authority to allot Ordinary
Shares and waiver of pre-emption rights (Resolutions 3 and 4)
Resolutions 3 and 4 will, if passed, renew the authorities given
to the Directors to allot Ordinary Shares on a non-pre-emptive
basis at the 16 August 2017 general meeting, but reflecting the
increased number of Ordinary Shares comprised in the Enlarged Share
Capital broadly on the same terms as the equivalent resolution
passed at that time. The authority sought under these resolutions
will expire at the earlier of the conclusion of the annual general
meeting of the Company in 2018 or 30 September 2018.
11. Intentions of Directors and Management Team
The Directors and Management Team intend to vote in favour of
each of the Resolutions in respect of their aggregate beneficial
interest in respect of 1,098,041 Ordinary Shares, representing
approximately 1.61 per cent. of the Existing Ordinary Shares.
DEFINITIONS
"Admission" the admission of the Placing Shares to trading on AIM becoming effective
in accordance with
the AIM Rules
"AIFMD" the Alternative Investment Fund Managers Directive (2011/61/EU), including
any implementing
regulations and national legislation implementing the AIFMD into a member
state of the EU,
as applicable
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the AIM Rules for Companies published by the London Stock Exchange
governing admission to
and trading on AIM, as may be amended from time to time
"Board" the board of directors of the Company
"Canaccord" Canaccord Genuity Limited, the Company's nominated adviser, broker, joint
financial adviser
and sole bookrunner
"CBRE" CBRE Limited, a company registered in England and Wales with company
number 03536032, in its
capacity as the Company's independent valuer
"certificated" or "in certificated form" the description of a share or security which is not in uncertificated form
(that is, not in
CREST)
"Company" Pacific Industrial & Logistics REIT plc (to be renamed Urban Logistics
REIT plc on or around
Admission)
"CREST" the relevant systems for the paperless settlement of trades in securities
and the holding
of uncertificated securities operated by Euroclear UK & Ireland Limited in
accordance with
the CREST Regulations
"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755),
including:
(a) any enactment or subordinate legislation which amends or supersedes
those regulations;
and
(b) any applicable rules made under those regulations for the time being
in force
"Directors" the directors of the Company
"Enlarged Share Capital" the Ordinary Shares in issue immediately following the issue and allotment
of the Placing
Shares at Admission (assuming no Warrants are exercised before Admission)
"Existing Ordinary Shares" the Ordinary Shares in issue as at the date of this Announcement
"FCA" the Financial Conduct Authority
"FSMA" the Financial Services and Markets Act 2000, as may be amended from time
to time
"General Meeting" the general meeting of the Company to be convened for 10.00 a.m. on 25
April 2018 (or any
adjournment or postponement thereof)
"Group" the Company, together with its subsidiaries and subsidiary undertakings
"Independent Directors" Jonathan Gray, Bruce Anderson and Mark Johnson
"IPO" the admission of the entire issued and to be issued ordinary share capital
of the Company
to trading on AIM, which took place on 13 April 2016
"Kinmont" Kinmont Limited, joint financial adviser to the Company
"LTV" the ratio of gross debt less cash, short-term deposits and liquid
investments to the aggregate
value of properties and investments
"London Stock Exchange" London Stock Exchange plc
"Management Team" Richard Moffitt and Christopher Turner
"Manager" Pacific Capital Partners Limited, a company registered in England and
Wales with company number
02849777, the manager to the Company
"Net Initial Yield" or "NIY" annualised current passing rent less non-recoverable property expenses
such as empty rates,
divided by the property valuation plus notional purchaser's costs
"Notice of General Meeting" the notice of General Meeting
"Ordinary Shares" ordinary shares of GBP0.01 each in the capital of the Company
Pacific Industrial LLP Pacific Industrial LLP, a limited liability partnership registered in
England and Wales with
company number OC407145
"PIML" Pacific Investments Management Limited, a company registered in England
and Wales with company
number 01722436
"Placee" any person who has conditionally agreed to subscribe for the Placing
Shares
"Placing" the placing of the Placing Shares pursuant to the Placing Agreement
"Placing Agreement" the placing agreement dated 6 April 2018 between the Company (1); the
Manager (2); Canaccord
(3); Kinmont (4); Radnor (5) and PIML (6) relating to the Placing
"Placing Price" 119.50 pence per Placing Share
"Placing Shares" 17,071,130 new Ordinary Shares which are to be placed in accordance with
the terms of the
Placing, conditional inter alia on the passing of Resolutions 1 and 2
"Radnor" Radnor Capital Partners Limited, agent to the Placing
"Resolutions" the resolutions to be set out in the Notice of General Meeting
"Shareholders" holders of Ordinary Shares
"Subscription Period" the period beginning on the date of the Warrant Instrument and ending on
12 March 2019
"Subscription Price" the price of GBP0.97 per Ordinary Share at which the Subscription Rights
are exercisable during
the Subscription Period (or such adjusted price as may be determined from
time to time in
accordance with the provisions described in condition 3 of the Warrant
Instrument)
"Subscription Right" the right of a Warrant holder to subscribe for one new Ordinary Share at
the Subscription
Price for every Warrant of which he is the holder pursuant to the terms of
the Warrant Instrument
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority the FCA acting in its capacity as the competent authority for the purposes
of FSMA
"Warrant holder" a registered holder for the time being of Warrants
"Warrant Instrument" the warrant instrument executed and delivered as a deed poll by the
Company on 22 March 2016
"Warrants" the 2,962,000 warrants, each compromising a Subscription Right in respect
of one new Ordinary
Share, constituted by the Warrant Instrument or the aggregate number for
the time being issued
and outstanding (and a reference to a Warrant is a reference to any one of
the Warrants)
"WAULT" the weighted average unexpired lease term remaining to first break, or
expiry, across the
portfolio weighted by contracted rental income (including rent-frees). The
calculation excludes
residential leases and properties allocated as developments
IMPORTANT NOTICE
The information contained in this Announcement is for
information purposes only and does not purport to be full or
complete. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy,
fairness or completeness.
This Announcement is directed only at persons in the United
Kingdom who: (i) are professional investors (as defined in the
Alternative Investment Fund Managers Directive (2011/61/eu) (the
"AIFMD")); (ii) have professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
"Order"); (iii) are "high net worth companies", unincorporated
associations or partnerships or trustees of high value trusts as
described in article 49(2) of the Order; or (iv) it may otherwise
be lawful to communicate this announcement to (each a "relevant
person").
This Announcement has been issued by, and is the sole
responsibility of, the Company. No undertaking, representation,
warranty or other assurance, express or implied, is made or given
by or on behalf of the Company or any member of the Company's
group, Pacific Investments Management Limited, Canaccord, Kinmont
or Radnor or any of their respective directors, officers, partners,
employees, agents or advisers or any other person as to the
accuracy or completeness of the information or opinions contained
in this Announcement and no responsibility or liability is accepted
by any of them for any such information or opinions or for any
errors, omissions or misstatements, negligence or otherwise in this
Announcement.
Canaccord which is a member of the London Stock Exchange, is
authorised and regulated in the UK by the FCA and is acting as
nominated adviser, joint financial adviser and sole bookrunner to
the Company. Canaccord is not acting for, and will not be
responsible to, any person other than the Company for providing the
protections afforded to its customers or for advising any other
person on the contents of this Announcement or on any transaction
or arrangement referred to in this Announcement. Canaccord's
responsibilities as the Company's nominated adviser under the AIM
Rules are owed solely to the London Stock Exchange and are not owed
to the Company, any Director or to any other person. No
representation or warranty, express or implied, is made by
Canaccord as to, and no liability is accepted by Canaccord in
respect of, any of the contents of this Announcement.
Kinmont, is authorised and regulated in the UK by the FCA and is
acting as joint financial adviser to the Company. Kinmont is not
acting for, and will not be responsible to, any person other than
the Company for providing the protections afforded to its customers
or for advising any other person on the contents of this
Announcement or on any transaction or arrangement referred to in
this Announcement. No representation or warranty, express or
implied, is made by Kinmont as to, and no liability is accepted by
Kinmont in respect of, any of the contents of this
Announcement.
Radnor, is authorised and regulated in the UK by the FCA and is
acting as placing agent to the Company. Radnor is not acting for,
and will not be responsible to, any person other than the Company
for providing the protections afforded to its customers or for
advising any other person on the contents of this Announcement or
on any transaction or arrangement referred to in this Announcement.
No representation or warranty, express or implied, is made by
Radnor as to, and no liability is accepted by Radnor in respect of,
any of the contents of this Announcement.
The information in this Announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
applicable securities laws and regulations of other
jurisdictions.
This Announcement contains (or may contain) certain
forward-looking statements with respect to certain of the Company's
current expectations and projections about future events and the
Company's future financial condition and performance. These
statements, which sometimes use words such as "aim", "anticipate",
"believe", "may", "will", "should", "intend", "plan", "assume",
"estimate", "expect' (or the negative thereof) and words of similar
meaning, reflect the Directors' current beliefs and expectations
and involve known and unknown risks, uncertainties and assumptions,
many of which are outside the Company's control and difficult to
predict, that could cause actual results and performance to differ
materially from any expected future results or performance
expressed or implied by the forward looking statement. The
information contained in this Announcement speaks only as of the
date of this Announcement and is subject to change without notice
and the Company does not assume any responsibility or obligation
to, and does not intend to, update or revise publicly or review any
of the information contained to this Announcement, whether as a
result of new information, future events or otherwise, except to
the extent required by the UK Financial Conduct Authority, the
London Stock Exchange Plc or by applicable law.
Information regarding markets, market size, market share, market
position, growth rates and other industry data pertaining to the
Group's business contained in this announcement consists of
estimates based on (i) data and reports compiled by professional
organisations and analysts; (ii) data from external sources; and
(iii) the Company's and the Management Team's knowledge of the UK
real estate market. Information regarding the macroeconomic
environment in the UK has been compiled from publicly available
sources. In many cases, there is no readily available external
information (whether from trade associations, government bodies or
other organisations) to validate market-related analyses and
estimates, requiring the Company to rely on internally developed
estimates. The Company takes responsibility for compiling,
extracting and reproducing market or other industry data from
external sources, including third parties or industry or general
publications, but neither the Company, Canaccord, Kinmont nor
Radnor has independently verified that data. The Company gives no
assurance as to the accuracy and completeness of, and takes no
further responsibility for, such data. Similarly, while the Company
believes its and the Management Team's internal estimates to be
reasonable, they have not been verified by any independent sources
and the Company cannot give any assurances as to their
accuracy.
The acquisition of any potential investments by the Company is
subject, among other things, to the Company completing satisfactory
due diligence, successful negotiation of terms with vendors and the
approval of the Directors. There can be no guarantee that any of
the potential investments described in this Announcement will be
completed. All information relating to the potential investments
described in this Announcement are indicative, subject to detailed
due diligence and may subsequently change as a result.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROIZMGGDNVMGRZM
(END) Dow Jones Newswires
April 06, 2018 13:25 ET (17:25 GMT)
Pacific Ind (LSE:PILR)
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