TIDMRECI
RNS Number : 2924Y
Real Estate Credit Investments Ltd
08 May 2019
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.
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 in which such offer or
solicitation would be unlawful. This announcement does not
constitute or form part of any offer or invitation to sell or
issue, or the solicitation of an offer to purchase, subscribe for
or otherwise acquire, any securities other than the securities to
which it relates or any offer or invitation to sell or issue, or
any solicitation of any offer to purchase, subscribe for or
otherwise acquire, such securities by any person in any
circumstances in which such offer or solicitation would be
unlawful.
8 May 2019
Real Estate Credit Investments Limited
Proposed Placing of New Ordinary Shares
Real Estate Credit Investments Limited ("RECI" or the "Company")
today announces its intention to raise new capital, by undertaking
a placing (the "Placing") of new ordinary shares ("New Ordinary
Shares") under the Company's existing authority to issue up to 100
million New Ordinary Shares (the "Placing Programme") as set out in
the Company's prospectus dated 2 November 2018 (the
"Prospectus").
Investment Opportunity
The Company's board of directors (the "Directors" or "Board"),
as advised by Cheyne Capital Management (UK) LLP (the "Investment
Manager"), continues to be positive about the investment
opportunities available within real estate credit markets. It is
the Investment Manager's view that whilst economic and Brexit
related uncertainty exists, the UK and Western European real estate
markets (particularly those in France and Germany) continue to
offer an attractive combination of relatively liquid investment
markets and a shortage of debt capital. In light of this, and
present investment opportunities in which the Company wishes to
participate shortly following the Placing, the Board believes that
the Placing is in the best interests of the Company and its
shareholders as a whole.
Use of proceeds
The net proceeds of the Placing 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.
Proposed Placing under the Placing Programme
Liberum Capital Limited ("Liberum") has been appointed as Sole
Bookrunner to procure placees to participate in the Placing.
The price at which each New Ordinary Share will be issued
pursuant to the Placing will be 170 pence (the "Placing Price")
which, based on the last four quarters of dividends paid by the
Company of 3 pence per quarter, represents a yield per New Ordinary
Share of 7.1% per annum. The Placing Price represents a discount of
2.9% to the closing share price of 175 pence per Ordinary Share on
7 May 2019 (being the last business day prior to the announcement
of the Placing) and a premium of 2.0% to the NAV as at 30 April
2019 of 166.6 pence per Ordinary Share.
The Placing is open from today and is expected to close at 3.00
p.m. (London time) on 23 May 2019, but may be closed earlier or
later at the discretion of the Company and Liberum. The final
number of New Ordinary Shares will be agreed between the Company
and Liberum following close of the Placing and will be announced
shortly thereafter. The Placing size may be increased or decreased
at the discretion of the Company and Liberum.
All New Ordinary Shares will, when issued and fully paid,
include 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.
Allocations under the Placing will be at the absolute discretion
of the Company determined in agreement with Liberum, and may scale
down any bids for this purpose on such basis as the Company and
Liberum may determine. The Board, in consultation with Liberum, may
also decide not to proceed with the Placing for any reason. In this
case, an announcement will be made by the Company.
Applications will be made to the London Stock Exchange for the
New Ordinary Shares to be admitted to the Official List of the FCA
and to trading on the Premium Segment of the Main Market for listed
securities of the London Stock Exchange ("Admission"). It is
expected that Admission will become effective on or around 29 May
2019 and that dealings in the New Ordinary Shares will commence at
that time.
The Placing is being made pursuant to the terms and conditions
set out in Part VII of the Prospectus. The terms and conditions of
the Placing are included in the Prospectus which is available for
inspection at the Company's website at www.recreditinvest.com and
via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm.
Investors are invited to apply for New Ordinary Shares pursuant to
the Placing by contacting their usual contact at Liberum.
For further information please contact:
Liberum Capital Limited (Sole Bookrunner) +44 (0)20 3100 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Laura Hamilton
Cheyne Capital Management (UK) LLP +44 (0)20 7968 7328
Richard Lang
LEI: 549300QRGEEMB5OOLX86
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014. Upon the publication of
this announcement, this inside information is now considered to be
in the public domain. This announcement has been prepared by, and
is the sole responsibility of, Real Estate Credit Investments
Limited. This announcement has been released by Chris Copperwaite
of Aztec Financial Services (Guernsey) Limited, Secretary of the
Company.
Important notice
Past performance is not necessarily a reliable indicator of
future results. Returns are target returns only and there can be no
guarantee that such returns will be achieved. The market value of
shares and income from them can fall as well as rise due to stock
market and currency movements. When you sell your investment you
may get back less than you originally invested.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
This announcement does not constitute a recommendation regarding
the possible offering or the provision of investment advice by any
party. No information in this announcement should be construed as
providing financial, investment or other professional advice and
each prospective investor should consult its own legal, business,
tax and other advisers in evaluating the investment
opportunity.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
All investments are subject to risk, including the loss of the
principal amount invested. Past performance is not a reliable
indicator of future results. Potential investors should be aware
that any investment in the Company is speculative, involves a high
degree of risk, and could result in the loss of all or
substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the
Company or any other person.
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 in which such offer or
solicitation would be unlawful. 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 of 1940, as amended (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 New
Ordinary Shares have not been and will not be registered under the
US Securities Act of 1933, as amended (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 Issue, subject to certain exceptions, offers
and sales of New 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 New 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 Internal Revenue Code of 1986, as amended (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 solely for the
Company and no one else in connection with the Issue 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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