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RNS Number : 5983B
Real Estate Credit Investments Ltd
21 September 2018
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY "US PERSONS" (WITHIN THE
MEANING GIVEN TO IT IN REGULATION S UNDER THE US SECURITIES ACT OF
1933, AS AMED) OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH
AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE
DOING SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
21 September 2018
Real Estate Credit Investments Limited
Close of Issue of New Ordinary Shares
Further to the announcement by the Company on 20 September 2018,
the Board of Real Estate Credit Investments Limited ("RECI" or
"Company") is pleased to announce that the Company has raised gross
proceeds of GBP23.2 million through the issue of the maximum
available 13,938,298 new ordinary shares ("New Ordinary Shares") at
167 pence per New Ordinary Share (the "Issue"). The Issue was
oversubscribed, having received strong support from new and
existing investors.
The net proceeds of the Issue are intended primarily to be
invested in debt secured by commercial or residential properties in
the United Kingdom and Western Europe, which might take the form
of: (i) secured senior real estate loans; and (ii) securitised
tranches of secured real estate related debt securities such as
commercial mortgage-backed securities.
Liberum Capital Limited ("Liberum") was appointed as sole
bookrunner in relation to the Issue.
Following the success of the Issue, it is the Company's
intention to proceed to launch a new Placing Programme, in order to
take advantage of the continuing opportunities available to RECI
within the UK and Western European real estate markets
(particularly those in France and Germany).
All New Ordinary Shares issued under the Issue will, when issued
and fully paid, confer the right to receive all dividends or other
distributions made, paid or declared, if any, by reference to a
record date after the date of their issue.
Applications will be made to the UK Listing Authority and to the
London Stock Exchange for admission of the New Ordinary Shares to
be issued pursuant to the Issue to the premium segment of the UK
Listing Authority's Official List and to trading on the Premium
Segment of the London Stock Exchange's Main Market ("Admission").
Admission of the New Ordinary Shares is expected to occur at 8.00am
on 26 September 2018.
On Admission, the Company will have 153,321,282 Ordinary Shares
in issue (with no shares held in treasury). Each Ordinary Share
carries the right to one vote and, therefore, the total number of
voting rights in the Company will be 153,321,282 on Admission. This
figure may be used by Shareholders and other investors as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
Bob Cowdell, Chairman of RECI, commented:
"The Board is grateful for the investor support of the
oversubscribed Issue, which has exhausted the Company's recently
renewed authority to issue new ordinary shares. Accordingly, we
believe that a new Placing Programme will provide the opportunity
for our shareholders and new investors to participate in the
Company's continuing growth and enable RECI to participate in the
attractive pipeline of opportunities identified by our Investment
Manager."
This announcement has been prepared by, and is the sole
responsibility of, Real Estate Credit Investments Limited. This
announcement has been released by Lisa Garnham of State Street
(Guernsey) Limited, Secretary of the Company.
Cheyne Capital Management (UK) LLP +44 (0)20 7968 7482
Investor Relations
Nicole Von Westenholz
Liberum Capital Limited (Sole Bookrunner) +44 (0)20 3100 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Laura Hamilton
Enquiries
Important notice
Terms not defined in this announcement shall have the meaning
given to them in the announcement of the Company published in
relation to the opening of the Issue dated 20 September 2018.
Neither this announcement nor any part of it shall form the
basis of or be relied on in connection with or act as an inducement
to enter into any contact or commitment whatsoever.
This announcement is only addressed to or directed at persons in
the United Kingdom who: (i) have professional experience in matters
relating to investments and fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order; or (iii) are other persons
to whom it may otherwise lawfully be communicated (all such persons
referred to in (i), (ii) and (iii) together being "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to and will only be engaged
in with the persons referred to in (i), (ii) and (iii).
Neither this announcement nor any part or copy of it may be
taken or transmitted into the United States, Australia, Canada,
South Africa or Japan, or distributed, in whole or in part,
directly or indirectly, to any US Persons or in or into the United
States, Australia, Canada, South Africa, Japan or any other
jurisdiction where, or to any other person to whom, to do so would
constitute a violation of applicable law. Any failure to comply
with this restriction may constitute a violation of applicable law.
This announcement does not constitute or form a part of any offer
to sell or issue, or a solicitation of any offer to purchase or
otherwise acquire, securities by any US Persons or in the United
States or in any other jurisdiction. Persons into whose possession
this announcement comes should observe all relevant
restrictions.
The Company has not been and will not be registered under the US
Investment Company Act and as such investors are not and will not
be entitled to the benefits of the US Investment Company Act. The
Ordinary Shares have not been and will not be registered under the
US Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not
be offered, sold, resold, pledged, taken up, exercised, renounced,
delivered, distributed or transferred, directly or indirectly, into
or within the United States or to, or for the account or benefit
of, US Persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the US
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States and in
a manner which would not result in the Company being required to
register as an "investment company" under the US Investment Company
Act. In connection with the Placing Programme, subject to certain
exceptions, offers and sales of Ordinary Shares will be made only
outside the United States in "offshore transactions" to non-US
Persons pursuant to Regulation S under the US Securities Act. There
has been and will be no public offering of the Ordinary Shares in
the United States.
Neither the US Securities and Exchange Commission, nor any
securities regulatory authority of any state or other jurisdiction
of the United States, has approved or disapproved of the securities
of the Company or passed upon or endorsed the merits of any
offering of such securities.
Prospective investors should take note that any securities may
not be acquired by (i) investors using assets of (A) an "employee
benefit plan" as defined in Section 3(3) of US Employee Retirement
Income Security Act of 1974, as amended ("ERISA") that is subject
to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the
US Tax Code, including an individual retirement account or other
arrangement that is subject to Section 4975 of the US Tax Code; or
(C) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Liberum is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Liberum is acting for the Company and
no one else in connection with the Placing Programme and will not
be responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum or for affording advice
in relation to any transaction or arrangement referred to in this
announcement. This announcement does not constitute any form of
financial opinion or recommendation on the part of Liberum or any
of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities.
Forward-looking statements
This announcement may contain forward-looking statements
regarding the financial condition, results of operations, cash
flows, dividends, financing plans, business strategies, operating
efficiencies, budgets, capital and other expenditures, competitive
positions, growth opportunities, plans and objectives of management
and other matters relating to the Company. Statements in this
announcement that are not statements of historical facts are hereby
identified as forward-looking statements. In some instances,
forward-looking statements can be identified by the use of forward-
looking terminology, including terms such as "projects",
"forecasts", "anticipates", "expects", "believes", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology.
By their nature, forward-looking statements involve risk and
uncertainty as they relate to future events and circumstances.
Forward-looking statements are not guarantees of future
performance, and the actual results, performance or achievements of
the Company, and development of the markets and the industries in
which it operates or is likely to operate, may differ materially
from those-described in, or suggested by, any forward-looking
statements contained in this announcement. In addition, even if
actual results, performance, achievements or developments are
consistent with any forward-looking statements contained in this
announcement in a given period, those results, performance,
achievements or developments may not be indicative of results,
performance, achievements or developments in subsequent periods. A
number of factors could cause results, performance, achievements
and developments to differ materially from those expressed or
implied by any forward- looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation and currency
fluctuations.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events, speak only as
of their date and are subject to change without notice. Save as
required by applicable law or regulation, the Company and the other
parties named in this announcement expressly disclaim any
obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as
a result of new information, future developments or otherwise.
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
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