TIDMSGM
RNS Number : 2279E
PRS REIT PLC (The)
04 May 2017
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED
STATES, AUSTRALIA, SOUTH AFRICA, REPUBLIC OF IRELAND, CANADA OR
JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the prospectus published by The PRS REIT plc (the
"Prospectus") and not in reliance on this announcement. A copy of
the Prospectus will, subject to certain access restrictions,
shortly be available for inspection on the Company's website:
www.theprsreit.com, and at the registered office of the Company.
This announcement does not constitute, and may not be construed as,
an offer to sell or an invitation to purchase, investments of any
description, or a recommendation regarding the issue or the
provision of investment advice by any party. No information set out
in this announcement or referred to in other written or oral form
is intended to form the basis of any contract of sale, investment
decision or any decision to purchase share in the Company.
4 May 2017
THE PRS REIT PLC
(the "Company" or "The PRS REIT")
Publication of Prospectus
Further to the announcement made by The PRS REIT on 4 May 2017,
the Board of Directors of the Company announces the publication of
the Prospectus in connection with the target fundraise of GBP250
million through the issue of 250 million ordinary shares of 100
pence per share ("Ordinary Shares") by way of a placing, offer for
subscription and intermediaries offer of Ordinary Shares (the
"Issue"). In addition, pursuant to the Prospectus, a placing
programme will allow the Company to issue up to 250 million further
Ordinary Shares in the 12 months from the date of publication of
the Prospectus (the "Placing Programme").
The PRS REIT will seek to provide investors with an attractive
level of income together with the prospect of income and capital
growth through the investment in a portfolio of newly constructed
residential private rented sector ("PRS") properties comprising
mainly family homes, to be let on Assured Shorthold Tenancies (as
defined in the Housing Act 1988) to qualifying tenants. The
properties will be located across multiple sites in cities and
towns in England with a focus on the main conurbations, and largest
employment centres, outside of London. The locations follow the
main rail and road infrastructure, including the proposed HS2 and
HS3 rail network. The UK Government's Homes and Communities Agency
("HCA") will support the Issue with a direct investment in the
Company of 9.99 per cent. of the Gross Issue Proceeds up to GBP25
million.
The Prospectus relates to the Issue and Placing Programme and to
the admission of the Company's Ordinary Shares to trading on the
Specialist Fund Segment of the Main Market of the London Stock
Exchange.
Further details of the Issue and the Placing Programme are set
out in the Prospectus which will shortly be available on the
Company's website www.theprsreit.com, subject to certain access
restrictions, and will be available for inspections at the
Company's registered office, 3rd Floor, 1 St Ann Street,
Manchester, M2 7LR.
The Prospectus will also be submitted to the National Storage
Mechanism.
Expected Timetable
Publication of the Prospectus 4 May 2017
Latest time and date for receipt 11.00am, 23 May 2017
of completed application forms
in respect of the Offer for
Subscription
Latest time and date for receipt 5.00pm, 23 May 2017
of completed application forms
in respect of the Intermediaries
Offer
Latest time and date for commitments 1.00pm, 24 May 2017
under the Placing
Publication of the results of 25 May 2017
the Issue
Admission of and dealings in 8.00am, 31 May 2017
Ordinary Shares
Nplus1 Singer Advisory LLP ("N+1 Singer") is acting as financial
adviser and joint bookrunner and Stifel Nicolaus Europe Limited
("Stifel") is acting as joint bookrunner to the Company. G10
Capital Limited ("G10"), part of the Lawson Conner Group, is acting
as alternative investment fund manager (AIFM) pursuant to the AIFM
agreement.
For further information, please contact:
The PRS REIT plc
Steve Smith, Non-executive Chairman Tel: +44 (0)20
3178 6378
Sigma PRS Management Limited
Graham Barnet Tel: +44 (0) 333
Graeme Hogg 999 9926
N+1 Singer
James Maxwell Tel: +44 (0)20
Michael Taylor 7496 3000
Liz Yong
James Hopton
Stifel Tel: +44 (0)20
7710 7600
Mark Young
Neil Winward
Tunga Chigovanyika
Solid Solutions Associates Limited Tel: +44 (0)20
(Intermediaries Offer Adviser) 7549 1613
Nigel Morris
KTZ Communications Tel: +44 (0)20
3178 6378
Katie Tzouliadis
Emma Pearson
G10 Capital Limited (AIFM), part Tel: +44 (0)20
of the Lawson Conner Group 3696 1302
Gerhard Grueter
IMPORTANT NOTICE
This is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been
prepared by and is the sole responsibility of the Company, has been
approved by G10 Capital Limited, an entity which is authorised and
regulated by the Financial Conduct Authority (FCA) of the United
Kingdom (reference number 648953) solely for the purposes of
section 21(2)(b) of the Financial Services and Markets Act 2000 (as
amended). The information in this announcement has not been
approved by the Financial Conduct Authority of the United
Kingdom.
This announcement is an advertisement and does not constitute a
prospectus and investors must subscribe for or purchase any shares
referred to in this announcement only on the basis of information
contained in the Prospectus to be published by the Company in due
course (and in any supplementary prospectus) and not in reliance on
this announcement. When made generally available, copies of the
Prospectus may, subject to any applicable law, be obtained from the
registered office of the Company and will be made available for
viewing at the National Storage Mechanism at
http://www.morningstar.co.uk/NSM and on the Company's website. This
announcement does not constitute, and may not be construed as, an
offer to sell or an invitation to purchase investments of any
description or a recommendation regarding the issue or the
provision of investment advice by any party. No information set out
in this announcement or referred to in other written or oral form
is intended to form the basis of any contract of sale, investment
decision or any decision to purchase shares in the Company.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment when the Prospectus is
published.
N+1 Singer and Stifel, which are authorised and regulated by the
Financial Conduct Authority, are acting for the Company only in
connection with the matters described in this announcement and are
not acting for or advising any other person, or treating any other
person as their client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of N+1 Singer or Stifel or advice to any other person in
relation to the matters contained herein.
The shares of the Company have not been, and will not be,
registered under the U.S. Securities Act of 1933 (as amended) (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold into or within the United States. Moreover, the shares of the
Company have not been, nor will they be, registered under the
applicable securities laws of Australia, Republic of Ireland,
Canada, the Republic of South Africa, Japan or any member state of
the EEA (other than the United Kingdom). Further, the Company is
not, and will not be, registered under the US Investment Company
Act of 1940, as amended. The shares of the Company will be offered
outside of the United States pursuant to the provisions of
Regulation S of the Securities Act. Subject to certain exceptions,
the shares of the Company may not be offered or sold in the United
States, Australia, Republic of Ireland, Canada, the Republic of
South Africa, Japan or any member state of the EEA (other than the
United Kingdom or to professional investors in certain EEA member
states for which marketing passports have been obtained) or to, or
for the account or benefit of, any national, resident or citizen of
the United States, Australia, Republic of Ireland, Canada, the
Republic of South Africa, Japan or any member state of the EEA
(other than the United Kingdom or to professional investors in
certain EEA member states for which marketing passports have been
obtained). The Issue and any subsequent placing under the placing
programme, and the distribution of this announcement, in other
jurisdictions may be restricted by law and the persons into whose
possession this announcement comes should inform themselves about,
and observe, any such restrictions. Any failure to comply with
these restrictions may constitute a violation of the securities law
of such jurisdictions.
The value of shares and the income from them is not guaranteed
and 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. Figures refer to past performance and past
performance is not a reliable indicator of future results. Returns
may increase or decrease as a result of currency fluctuations.
Capital is at risk and investors need to understand the risks of
investing. Please refer to the Prospectus for further information,
in particular in the risk section.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. These forward-looking statements speak
only as at the date of this announcement and cannot be relied upon
as a guide to future performance. The AIFM, the Company, the
Investment Adviser, N+1 Singer and Stifel expressly disclaim any
obligation or undertaking to update or revise any forward-looking
statements contained herein to reflect actual results or any change
in the assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Rules of the
Financial Conduct Authority, the EU Market Abuse Regulation or
other applicable laws, regulations or rules.
None of the AIFM, the Company, the Investment Adviser, N+1
Singer or Stifel, or any of their respective affiliates, accepts
any responsibility or liability whatsoever for or makes any
representation or warranty, express or implied, as to this
announcement, including the truth, accuracy or completeness of the
information in this announcement (or whether any information has
been omitted from the announcement) or any other information
relating to the Company or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted
or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection
therewith. The AIFM, the Company, the Investment Adviser, N+1
Singer and Stifel, and their respective affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
This information is provided by RNS
The company news service from the London Stock Exchange
END
PDISSMFDLFWSEEI
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May 04, 2017 09:30 ET (13:30 GMT)
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