TIDMRAV
RNS Number : 6821K
Raven Property Group Limited
23 April 2020
23 April 2020
Raven Property Group Limited ("Raven" or the "Company")
Proposed Re-Designation of 100% of Raven's Convertible
Preference Shares into New Ordinary Shares and Preference Shares at
a ratio of 0.6108 New Ordinary Shares and 0.5849 New Preference
Shares for every 1 Convertible Preference Share (the
"Proposal")
The Board of Raven Property Group Limited announces that,
following discussions and agreement with 71.3% of the Company's
ordinary shareholders and 71.9% of its convertible preference
shareholders, including directors' holdings, the Company proposes
to re-designate all of the Convertible Preference Shares into New
Ordinary Shares and New Preference Shares. Under the Proposal,
holders of Convertible Preference Shares will receive 0.6108 New
Ordinary Shares and 0.5849 New Preference Shares for every 1
Convertible Preference Share*.
If the necessary approvals are obtained from Ordinary and
Convertible Preference Shareholders, the Proposal will become
binding on all holders of Convertible Preference Shares and will
result in the Convertible Preference Shares ceasing to exist as an
issued class of shares.
The Directors believe that the Company and its shareholders will
benefit from the Proposal as:
-- It simplifies Raven's existing capital structure and creates
greater liquidity in the Ordinary Shares and Preference Shares
-- It reduces the impact of dilution in the Ordinary Shares on a
conversion of the Convertible Preference Shares
-- It removes any concerns regarding the refinancing of the
Convertible Preference Shares upon their maturity in July 2026
-- Convertible Preference Shareholders will receive increased
income, and exposure to two share classes with greater liquidity
listed on the London Stock Exchange's main market (the Convertible
Preference Shares are solely listed on The International Stock
Exchange), with income upside potential on the Ordinary Shares
-- The Proposal is accretive to IFRS earnings per ordinary share.
As a result of the Proposal , on a pro forma basis, and using 31
December 2019 foreign exchange rates, Net Asset Value per Ordinary
Share as at 31 December 2019 of 76 pence would decrease by 1.2% to
75 pence per share
The Proposal will be conditional, inter alia, on Ordinary
Shareholders and Convertible Preference Shareholders passing the
required resolutions to approve them.
The Board has consulted with a number of the Company's largest
institutional Ordinary Shareholders and Convertible Preference
Shareholders regarding the Proposal. Invesco Asset Management
Limited, which owns 139,678,106 Ordinary Shares (28.5% of issued
Ordinary Shares) and 42,118,860 Convertible Preference Shares
(21.3% of issued Convertible Preference Shares) has irrevocably
committed to vote in favour of the Proposal, as has Quilter
Investors, which owns a further 40,404,752 Ordinary Shares (8.3% of
issued Ordinary Shares) and 93,748,941 Convertible Preference
Shares (47.3% of issued Convertible Preference Shares). Other
institutional shareholders representing approximately 23.73% of
Ordinary Shares have indicated their intention to vote in favour of
the Proposal. The Directors also intend to unanimously vote in
favour of the Proposal in respect of their respective individual
holdings of Ordinary Shares and Convertible Preference Shares. In
total 71.3% of Ordinary Shareholders and 71.9% of Convertible
Preference Shareholders have irrevocably committed or indicated
their intention to vote in favour of the Proposal.
The Company intends to publish circulars (including notices of
an extraordinary general meeting and a Convertible Preference
Shareholder class meeting) to Ordinary Shareholders and Convertible
Preference Shareholders in respect of the Proposal outlined above
and a further announcement will be made in due course. Subject to
shareholders passing the necessary resolutions, it is anticipated
that 119,682,763 New Ordinary Shares and 114,602,181 New Preference
Shares would be issued under the Proposal. As this constitutes
greater than 20% of each issued share class, a prospectus in
respect of the New Ordinary Shares and New Preference Shares will
be published at the same time.
Purchase of Ordinary Shares, Preference Shares and Convertible
Preference Shares from Invesco Asset Management Limited
("IAML")
As announced on 11 March 2020, and due to current market
turmoil, the Company extended the long stop dates for the purchase
of its shares from IAML to 31 July 2020. The Company will reassess
the purchases as conditions settle and will make a further
announcement when appropriate. In light of the Proposal and
conditional upon the re-designation proceeding, the Company's
contract with IAML to purchase 42,118,860 Convertible Preference
Shares will terminate.
Trading update
The impact of Coronavirus on the business is developing as cases
in Russia increase, greater lockdown measures are introduced and
the effect moves through the supply chain. The City of Moscow and
regional governments have instigated a series of quarantine and
social distancing measures which we are adhering to and the Russian
Government is introducing measures to support sectors most
affected. The majority of the Company's rental income is received
on a monthly basis and these measures are yet to have a significant
impact, with 92.05% of rents having been received for April. We
will be carefully monitoring the ongoing impact on our portfolio
and operations. The Company's warehouses remain fully operational
as an essential element of the supply chain infrastructure.
We have experienced continuing demand from supermarket and food
retailers and on 3 April 2020 renewed 76,000sqm with an existing
tenant together with an additional 25,000sqm of new space on ten
year lease terms. We have also leased a further 60,000sqm on short
term tenancies since the year end, to assist with greater stock
holding requirements.
Our banking relationships are strong and we are in dialogue with
all of our principal funders. Our loan facilities are predominantly
asset secured with no cross collateralisation.
We have GBP87 million of cash as at today's date.
At the time of issuing the shareholder circulars we should have
greater visibility on the impact of the pandemic on our business
and we will issue a further trading update at that point.
This is the third macro economic crisis the Group has
experienced since incorporation in 2005 and the management team is
experienced and resilient.
Glyn Hirsch, Chief Executive of Raven commented:
"The issue of Convertible Preference Shares was made at a
particular time for a particular purpose which has now passed. For
some time we have been considering how to simplify the Group's
capital structure whilst treating all shareholder classes fairly. I
am delighted to have such overwhelming shareholder support for a
reorganisation unrelated to the Coronavirus."
The information contained in this announcement relating to the
proposed re-designation of the Company's Convertible Preference
Shares is considered by Raven Property Group Limited to constitute
inside information as stipulated under the Market Abuse Regulation
(EU) No.596/2014. Upon the publication of this announcement via a
Regulatory Information Service, this inside information will be
considered to be in the public domain.
The person responsible for arranging for the release of this
announcement on behalf of the Company is Benn Garnham, Company
Secretary.
* - the ratio of New Ordinary Shares and New Preference Shares
to be exchanged for Convertible Preference Shares is based on the
closing middle market quotations for an Ordinary Share, Preference
Share and Convertible Preference Share on 20 April 2020 which were
as follows:
-- 36.4p in respect of an Ordinary Share;
-- 115.0p in respect of a Preference Share; and
-- 89.5p in respect of a Convertible Preference Share.
Enquiries:
Raven Property Group Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (public relations Tel: +44 (0) 203 151 7008
adviser)
Tim Robertson
Fergus Young
N+1 Singer (UK joint broker) Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell
/ James Moat
Sales - Alan Geeves / James Waterlow
Numis Securities Limited (UK joint Tel: + 44 (0) 207 260 1000
broker)
Alex Ham / Jamie Loughborough /
Alasdair Abram
Renaissance Capital (South African Tel: +27 (11) 750 1448
broker)
Yvette Labuschagne
Renaissance Capital (Russian broker) Tel: + 7 495 258 7770
David Pipia
Ravenscroft (TISE sponsor) Tel: + 44 (0) 1481 729100
Emma Ozanne
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in
class A warehouse complexes in Russia and lease to Russian and
International tenants. Its Ordinary Shares and preference shares
are listed on the Main Market of the London Stock Exchange and
admitted to the Official List of the UK Listing Authority and the
Official List of The International Stock Exchange ("TISE"). Its
Ordinary Shares also have a secondary listing on the main board of
the Johannesburg Stock Exchange and the Moscow Stock Exchange. Its
convertible preference shares are admitted to the Official List of
TISE and to trading on the SETSqx market of the London Stock
Exchange. The Group operates out of offices in Guernsey, Moscow and
Cyprus and has an investment portfolio of circa 1.9 million square
metres of Grade "A" warehouses in Moscow, St Petersburg,
Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square
metres of commercial office space in St Petersburg. For further
information visit the Company's website:
www.theravenpropertygroup.com
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END
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