TIDMRECI
RNS Number : 3197O
Real Estate Credit Investments Ltd
01 October 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.
1 October 2019
Real Estate Credit Investments Limited
Close of Issue of New Ordinary Shares
Further to the announcement on 19 September 2019, the Board of
Real Estate Credit Investments Limited ("RECI" or "Company") is
pleased to announce that the Company has raised gross proceeds of
GBP17 million through the issue of 10,208,480 new ordinary shares
("New Ordinary Shares") at 167 pence per New Ordinary Share (the
"Placing").
The New Ordinary Shares were issued under the Company's Placing
Programme as set out in the Company's prospectus dated 2 November
2018.
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) secured real
estate related debt securities such as commercial mortgage-backed
securities.
Liberum Capital Limited ("Liberum") was Sole Bookrunner to the
Placing and appointed Cheyne Capital Management (UK) LLP ("Cheyne")
to provide introducing services, as the Company seeks to broaden
its investor base, for which Cheyne will be entitled to receive a
commission from Liberum.
All New Ordinary Shares issued under the Placing 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 have been 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 Placing 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 3 October 2019.
On Admission, the Company will have 209,412,115 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 209,412,115 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.
For further information please contact:
Liberum Capital Limited (Sole Bookrunner) +44 (0)20 3100 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
William Hall
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 Relevant Persons.
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
Company's securities 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.
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 Placing 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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