TIDMSUPR
RNS Number : 8840N
Supermarket Income REIT PLC
04 October 2021
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC
OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED, WHICH IS
AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN
779021)
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (AS IT FORMS PART OF
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRWAL) ACT 2018).
UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
NOW CONSIDERED IN THE PUBLIC DOMAIN.
04 October 2021
SUPERMARKET INCOME REIT PLC
( LON : SUPR )
PrimaryBid Offer
Supermarket Income REIT plc (the "Company"), the real estate
investment trust providing secure, inflation-linked, long income
from grocery property in the UK, is pleased to announce an offer
for subscription via the PrimaryBid platform (the "PrimaryBid
Offer") of new ordinary shares of GBP0.01 each in the capital of
Company (the "New Ordinary Shares") at an issue price of 115 pence
per New Ordinary Share (the "Issue Price"). The Issue Price
represents a discount of 4.2 per cent to the closing mid-price on
29 September 2021 (being the last business day prior to the launch
announcement). The PrimaryBid Offer provides private investors, who
are either professionally advised or financially sophisticated, an
opportunity to participate.
As separately announced earlier today, the Company is targeting
a fundraise of approximately GBP100 million by way of the issue of
86,956,522 New Ordinary Shares pursuant to a placing and offer for
subscription, also at the Issue Price (the "Initial Issue").
The net proceeds of the Issue will be used to make additional
investments in accordance with the Company's investment criteria,
further diversifying the Group's Portfolio and capitalising on its
position in the UK supermarket real estate market.
PrimaryBid Offer
Private investors, who are either professionally advised or
financially sophisticated may participate in the PrimaryBid Offer
by applying exclusively through the PrimaryBid mobile app available
on the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.
The PrimaryBid Offer, which is being made by the Company via the
PrimaryBid mobile app, is now open and will
close at 11am on 18 October 2021 . The PrimaryBid Offer may close early if it is oversubscribed.
There is a minimum subscription of GBP1,000 per investor under
the terms of the PrimaryBid Offer which is open to private
investors who are either professionally advised or financially
sophisticated. The Company reserves the right to scale back any
order at its absolute discretion. The Company and PrimaryBid each
also reserve the right to reject any application for subscription
under the PrimaryBid Offer without giving any reason for such
rejection. Aggregate demand under the PrimaryBid Offer will be
limited to GBP10 million.
Any single investment request in excess of GBP200,000 will
require the Company's consent and may be subject to scale back.
No commission will be charged to investors on applications to
participate in the PrimaryBid Offer. It is important to note that
once an application for New Ordinary Shares has been made and
accepted via PrimaryBid, it cannot be withdrawn.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when so issued, be fully paid
and rank pari passu in all respects with each other and with the
Company's existing ordinary shares including, without limitation,
the right to receive all dividends and other distributions
declared, made or paid after the date of issue.
The Company has declared a dividend of 1.485 pence per Ordinary
Share in respect of the first quarter of the financial year ending
30 June 2022. The ex-dividend date for the first quarterly dividend
is 7 October 2021 and it is expected to be paid on or around 16
November 2021. For the avoidance of doubt, New Ordinary Shares
issued pursuant to the PrimaryBid Offer will not carry the right to
receive this first quarterly dividend.
Application will be made to London Stock Exchange plc (the
"London Stock Exchange") for the New Ordinary Shares to be admitted
to trading on the Specialist Fund Segment of the Main Market of the
London Stock Exchange. It is expected that Admission will become
effective on, and that dealings for normal settlement in the New
Ordinary Shares will commence on the London Stock Exchange by, 8.00
a.m. on 22 October 2021. The PrimaryBid Offer is subject to the
approval of the shareholders of the Company in the General Meeting
expected to be held at 2 p.m. on 18 October 2021 .
The terms and conditions on which the PrimaryBid Offer is made,
including the procedure for application and payment for New
Ordinary Shares, is available at www.PrimaryBid.com.
Atrato Capital Limited
Steve Noble
Robert Abraham +44 (0) 203 790
Carcie Rogers 8087
PrimaryBid Limited enquiries@primarybid,com
James Deal
Fahim Chowdhury
This Announcement should be read in its entirety. In particular,
the information provided in the "Important Notices" section of this
announcement should be read and understood.
Important Notices
This Announcement has been issued by and is the sole
responsibility of the Company.
This Announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or an invitation
to purchase investments of any description, or any solicitation of
any offer to subscribe for, any securities in the Company in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection with
or act as any inducement to enter into, any contract therefor. This
Announcement does not constitute a recommendation regarding any
securities. Copies of the prospectus published by the Company in
connection with the Initial Issue (the "Prospectus") are available
on www.supermarketincomereit.com and the PrimaryBid mobile app.
Recipients of this Announcement who are considering acquiring
any New Ordinary Shares, are reminded that any such acquisition
must be made only on the basis of the information contained in the
Prospectus (or any supplementary prospectus) which may be different
from the information contained in this Announcement and must not be
made in reliance on this Announcement. The subscription for New
Ordinary Shares is subject to specific legal or regulatory
restrictions in certain jurisdictions. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
The Company assumes no responsibility in the event that there is a
violation by any person of such restrictions.
Persons distributing this announcement must satisfy themselves
that is lawful to do so. This Announcement is for information
purposes only and shall not constitute an offer to sell or issue or
the solicitation of an offer to buy, subscribe for or otherwise
acquire securities in any jurisdiction in which any such offer or
solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an
independent financial adviser.
The distribution of this announcement and the offering, placing
and/or issue of the New Ordinary Shares in certain jurisdictions
may be restricted by law. No action has been taken by the Company
or any of its affiliates, agents, directors, officers or employees
that that would permit an offer of the New Ordinary Shares or
possession or distribution of this announcement or any other
offering or publicity material relating to such New Ordinary Shares
in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required
by the Company to inform themselves about and to observe any such
restrictions.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE
"UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER,
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION. THIS ANNOUNCEMENT HAS NOT
BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTED THAT IT
WILL BE SO APPROVED.
This announcement or any part of it does not constitute or form
part of any offer to issue or sell, or the solicitation of an offer
to acquire, purchase or subscribe for, any securities in the United
States, Canada, Australia, the Republic of South Africa, Japan or
any other jurisdiction in which the same would be unlawful. No
public offering of the securities referred to herein is being made
in any such jurisdiction.
This communication is not an offer of securities for sale in the
United States. The securities referred to herein have not been and
will not be registered under the US Securities Act 1933, as amended
(the "Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold directly or indirectly in or into the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other
jurisdiction of the United States. No public offering of securities
is being made in the United States. There will be no public offer
of securities in the United States. The Company has not been, and
will not be, registered under the U.S. Investment Company Act of
1940, as amended. Any securities described herein have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of any proposed
offering of any securities, or the accuracy or adequacy of the
Relevant Communication. Any representation to the contrary is a
criminal offence in the United States.
Certain statements contained in this announcement constitute
"forward-looking statements" with respect to the financial
condition, performance, strategic initiatives, objectives, results
of operations and business of the Company. All statements other
than statements of historical facts included in this announcement
are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "anticipates", "estimates", "projects", "will", "may",
"would", "could" or "should", or words or terms of similar
substance or the negative thereof, are forward-looking statements.
Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of
the Company's operations. Such forward-looking statements involve
risks and uncertainties that could significantly affect expected
results and are based on certain key assumptions. Many factors
could cause actual results, performance or achievements to differ
materially from those projected or implied in any forward-looking
statements. The important factors that could cause the Company's
actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others,
the macroeconomic and other impacts of COVID-19, economic and
business cycles, the terms and conditions of the Company's
financing arrangements, foreign currency rate fluctuations,
competition in the Company's principal markets, acquisitions or
disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward-looking
statements, which speak only as of the date hereof. In light of
these risks, uncertainties and assumptions, the events described in
the forward-looking statements in this announcement may not occur.
The forward-looking statements contained in this announcement speak
only as of the date of this announcement. The Company and its
directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether
as a result of new information, future events or otherwise, unless
required to do so by applicable law or regulation, the Listing
Rules, the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the rules of the London Stock Exchange or the
UK Financial Conduct Authority.
Any indication in this announcement of the price at which
ordinary shares have been bought or sold in the past cannot be
relied upon as a guide to future performance. No statement in this
announcement is intended as a profit forecast or estimate for any
period and no statement in this announcement should be interpreted
to mean that earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company, as appropriate, for
the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash
flow from operations or free cash flow for the Company.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into or forms part of this announcement. The New Ordinary Shares to
be issued or sold pursuant to the PrimaryBid Offer will not be
admitted to trading on any stock exchange other than the London
Stock Exchange.
Investors should read the Prospectus before making any
investment decision. Investors should not subscribe for any shares
referred to in this document except on the basis of the information
contained in the Prospectus. In particular, before purchasing any
securities or otherwise investing in the Company, persons viewing
this document should ensure that they fully understand and accept
the risks that are set out in the Prospectus. Investors should make
their own investigations into the merits of an investment in the
Company. Nothing in this announcement amounts to a recommendation
to invest in the Company or amounts to investment, taxation or
legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
END
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END
MSCGRBDGXSGDGBS
(END) Dow Jones Newswires
October 04, 2021 03:45 ET (07:45 GMT)
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