Ediston Property Inv Comp PLC Increase in dividend and proposals for acquisition (6151W)
16 November 2017 - 1:48AM
UK Regulatory
TIDMEPIC
RNS Number : 6151W
Ediston Property Inv Comp PLC
15 November 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION IN PARTICULAR
THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC
OF SOUTH AFRICA AND JAPAN
This announcement is an advertisement and not
a prospectus. This announcement does not constitute
or form part of, and should not be construed
as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe
for, any securities in Ediston Property Investment
Company PLC (the "Company") or securities in
any other entity, in any jurisdiction, including
the United States, 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,
any contract or investment decision whatsoever,
in any jurisdiction. This announcement does not
constitute a recommendation regarding any securities.
Any investment decision must be made exclusively
on the basis of the final prospectus published
by the Company and any supplement thereto.
15 November 2017
INCREASE IN DIVID
AND
RECOMMED PROPOSALS FOR THE ACQUISITION OF
A NEW PORTFOLIO
Increase in dividend
It is the Board's intention to increase the annualised
dividend by 4.5 per cent. to 5.75 pence per share,
in the absence of unforeseen circumstances, commencing
with the dividend in respect of the month ending
31 January 2018 which will be paid in February
2018. In determining the level of future dividends,
the Board will seek to ensure that any dividend
level is sustainable over the medium term taking
into account any expected increase in dividend
cover and the projected income performance of
the Company.
The Acquisition
Further to the announcement made by the Company
on 6 October 2017, the Board is pleased to announce
that the Company has entered into a conditional
acquisition agreement with the Stadium Group
in relation to the acquisition of a new portfolio
of four retail warehouse parks (the "Acquisition")
with an aggregated market value of approximately
GBP144 million (the "New Portfolio"). The New
Portfolio comprises four high quality, well located
UK retail warehouse parks and the Acquisition
will result in a substantial increase in the
size of the Company's existing portfolio to approximately
GBP317.6 million.
The Board believes that the Acquisition will
introduce a number of asset management opportunities
which should enhance returns to shareholders,
being consistent with the Company's and manager's
investment style and income strategy. The manager
believes that there is credible growth potential
within the New Portfolio and scope to improve
the income stream of each new retail warehouse
park.
The Acquisition remains conditional, inter alia,
upon minimum proceeds of approximately GBP37
million being raised under a share issue and
shareholders voting in favour of the Acquisition
and the issue of new shares on a non pre-emptive
basis. The proposals are expected to complete
in early December 2017 upon the admission of
the new shares issued to the Official List of
the UK Listing Authority and to trading on the
Main Market of the London Stock Exchange. The
acquisition agreement will terminate in the event
that these conditions are not satisfied by 22
December 2017.
The aggregate amount payable on completion of
the Acquisition in respect of the New Portfolio
will be approximately GBP144 million. The Company
will fund the Acquisition by a combination of:
* cash from the Company's existing cash resources;
* a new loan facility (the "New Facility") the Company
has arranged with Aviva Commercial Finance Limited
("Aviva");
* the proceeds of an open offer to existing
shareholders, an initial placing, offer for
subscription and intermediaries offer (the "Share
Issue"); and
* the issue of new ordinary shares to the Stadium Group
(the "Vendor Issue").
A newly established subsidiary of the Company
has entered into a new facility agreement with
Aviva conditional on, inter alia, the completion
of the Acquisition. The New Facility is in addition
to the Group's existing borrowings and consists
of a 10 year term loan facility of up to approximately
GBP54 million. Although as part of the Acquisition
the Board intends to increase the Group's borrowings,
the Group's gearing is expected to remain at
broadly 30 per cent. of gross assets. Depending
on the extent of the proceeds from the Share
Issue, gearing may be increased to 35 per cent.,
being the maximum limit under the Company's investment
policy, for a period but this is not expected
to be the gearing level for the Group over the
longer term.
The Share Issue and the Vendor Issue
As previously announced, in order to fund the
Acquisition and to provide for future portfolio
purchases, the Board is proposing to raise additional
equity share capital by offering up to 150 million
new shares, in aggregate, under the Share Issue
and the Vendor Issue.
The Share Issue will be structured to give priority
to existing shareholders who want to participate
in the fundraising, but also to provide the opportunity
for new investors to subscribe, including from
the retail investment community through the offer
for subscription and the intermediaries offer.
The Stadium Group has agreed to subscribe for
a maximum of, in aggregate, GBP36.5 million of
new ordinary shares which will be subject to
a 12 month lock-in, whereby disposals can only
be made (subject to customary exceptions) with
the consent of the Company, and to orderly marketing
arrangements for a further 12 months thereafter.
If the Share Issue does not proceed, the Acquisition
will not proceed and no funds will be drawn down
under the New Facility. The Company continues
to receive positive messages from shareholders
and potential investors, both in respect of voting
in favour of the proposals and subscribing for
new shares under the Share Issue and remains
confident of the success of the proposals.
Further documentation
The Company will publish a circular to convene
a general meeting of the Company to approve the
proposals and a prospectus shortly in respect
of the issue of new shares which will have further
details of the Acquisition, the Share Issue and
a subsequent 12 month placing programme. A detailed
analysis of the Company's existing portfolio
and its portfolio following completion of the
Acquisition will be included in the prospectus.
William Hill, Chairman of Ediston Property Investment
Company plc commented:
"The Manager has made consistent good progress
in improving the company's income profile and
it is good news that we are today able to announce
an increase in the dividend level. I am delighted
with the progress of this property transaction
and consider these proposals to be an important
next step in the development of the Company.
I am also encouraged with the discussions we
have had to date with both our existing shareholders
and potential new investors in relation to the
equity raising to support these proposals. The
Board believes that acquiring the New Portfolio
will be accretive to the level of dividend cover
and will provide a number of asset management
opportunities which should enhance the income
profile and the capital value of the Group's
property assets."
For further information please contact:
Ediston Properties Limited
Danny O'Neill
Calum Bruce 0131 225 5599
Canaccord Genuity Limited
Will Barnett
Robbie Robertson 020 7523 8000
Notes:
The information contained within this announcement
is deemed by the Company to constitute inside
information as stipulated under the Market Abuse
Regulation (EU) No. 596/2014. Upon the publication
of this announcement via Regulatory Information
Service this information is now considered to
be in the public domain.
The information in this announcement is for background
purposes only and does not purport to be full
or complete. No reliance may be placed for any
purpose on the information contained in this
announcement or its accuracy or completeness.
The material set forth herein is for information
purposes only.
Canaccord Genuity Limited ("Canaccord") is authorised
and regulated in the United Kingdom by the Financial
Conduct Authority. Canaccord is acting exclusively
for the Company and for no-one else in relation
to the Share Issue and the placing programme
and will not regard any other person as its client.
Apart from the responsibilities and liabilities,
if any, which may be imposed on Canaccord by
the Financial Services and Markets Act 2000 or
the regulatory regime established thereunder,
Canaccord will not be responsible to anyone other
than the Company for providing the protections
afforded to its clients or for advising any other
person in relation to the Share Issue, the placing
programme, or any transaction contemplated in
or by the prospectus to be published by the Company.
Dickson Minto W.S. is authorised and regulated
in the United Kingdom by the Financial Conduct
Authority. Dickson Minto W.S. is acting exclusively
for the Company and for no-one else in relation
to the share issue and the placing programme
and will not regard any other person as its client.
Apart from the responsibilities and liabilities,
if any, which may be imposed on Dickson Minto
W.S. by the Financial Services and Markets Act
2000 or the regulatory regime established thereunder,
Dickson Minto W.S. will not be responsible to
anyone other than the Company for providing the
protections afforded to its clients or for advising
any other person in relation to the share issue,
the placing programme, or any transaction contemplated
in or by the prospectus to be published by the
Company.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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