TIDMSGM
RNS Number : 2282E
Sigma Capital Group PLC
04 May 2017
4 May 2017
AIM: SGM
Sigma Capital Group plc
("Sigma" or "the Company" or "the Group")
The private rented sector ("PRS") and urban regeneration
specialist
Re: The PRS REIT PLC
Sigma is pleased to reproduce below two announcements issued by
The PRS REIT plc today regarding The PRS REIT plc's intended
flotation on the Specialist Fund Segment of the Main Market of the
London Stock Exchange plc ("Admission") and the publication of a
Prospectus providing further details on this, including an
associated fund-raising of up to GBP250 million by way of a
placing, offer for subscription and intermediaries offer of
Ordinary Shares (the "Issue").
Sigma PRS Management Limited, a subsidiary of Sigma, has been
appointed as the Investment Adviser.
Enquiries:
Sigma Capital Graham Barnet, Chief T: 020 31 78
Group plc Executive 6378 (today)
Malcolm Briselden, T: 0333 999
Finance Director 9926
KTZ Communications Katie Tzouliadis, T: 020 3178
Emma Pearson 6378
N+1 Singer (Nomad James Maxwell, Michael T: 020 7496
& Broker) Taylor, 3000
Liz Yong
About Sigma Capital Group plc
www.sigmacapital.co.uk
Sigma is a private rented sector, residential development, and
urban regeneration specialist, with offices in Edinburgh,
Manchester and London. Sigma's principal focus is on the delivery
of large scale housing schemes for the private rented sector. It
has a well-established track record in assisting with
property-related regeneration projects in the public sector, acting
as a bridge between the public and private sectors.
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 not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") expected to be
published shortly by The PRS REIT plc in connection with the
initial public offering and the admission of its ordinary shares of
GBP0.01 each in the capital of the Company (the "Ordinary Shares")
to trading on the Specialist Fund Segment of the Main Market of the
London Stock Exchange. A copy of the Prospectus will be available
on the Company's website www.theprsreit.com, subject to certain
access restrictions, and will be available for inspection at the
Company's registered office, 3(rd) Floor, 1 St Ann Street,
Manchester, M2 7LR. The Prospectus will also be available on the
National Storage Mechanism and is available from the website
www.morningstar.co.uk/nsm. This announcement is not an offer to
sell, or a solicitation of an offer to acquire, securities in the
United States or in any other jurisdiction. 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 contract or commitment whatsoever.
4 May 2017
THE PRS REIT PLC
(the "Company" or "The PRS REIT")
Intention to Float on the Specialist Fund Segment of the Main
Market of
the London Stock Exchange
Initial Public Offering to Raise Up to GBP250 million
via a
Placing, Offer for Subscription and Intermediaries Offer
The PRS REIT plc, a closed-ended real estate investment trust
established to invest in the Private Rented Sector ("PRS"), today
announces its intention to seek admission to trading on the
Specialist Fund Segment of the Main Market of the London Stock
Exchange plc ("Admission") and an associated fund-raising of up to
GBP250 million by way of a placing, offer for subscription and
intermediaries offer of Ordinary Shares (the "Issue"). Sigma PRS
Management Limited, a subsidiary of Sigma Capital Group plc
("Sigma" and together with its subsidiaries, "Sigma Group"), an AIM
quoted private rented sector, residential development and urban
regeneration specialist, has been appointed as the Investment
Adviser.
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. 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. 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") is acting as the alternative investment
fund manager ("AIFM") pursuant to the AIFM agreement.
The Company's investment objective is to provide investors with
an attractive level of income together with the prospect of income
and capital growth through investment in a portfolio of
newly-constructed, residential PRS sites of multiple units. These
units will comprise mainly family homes, let on Assured Shorthold
Tenancies (as defined in the Housing Act 1988) to qualifying
tenants. The properties will be located across sites in cities and
towns in England with a focus on the main conurbations, and largest
employment centres, outside London. The locations follow the main
rail and road infrastructure, including the proposed HS2 and HS3
rail networks. The assets will come with the benefit of a 10 year
National House Building Council or equivalent warranties, with a
consequently low level of capital expenditure allied to a
predictable and low cost maintenance regime.
Specifically, the Company is targeting a stabilised dividend
yield of 6 per cent. or more per annum and net total shareholder
returns of 10 per cent. or more per annum post stabilisation, with
a target dividend yield of 5 per cent. in the period to 30 June
2018*.
The Investment Adviser, Sigma PRS Management Limited, will
source investments and manage the assets of The PRS REIT and advise
the Company on a day-to-day basis in accordance with the Company's
Investment Policy. The Sigma Group is one of the leading providers
of PRS properties in the UK, having already successfully delivered
and let over 1,100 homes in the last 30 months.
Defined terms in this announcement have the same meaning as
defined in the Prospectus, which is expected to be published later
today.
KEY POINTS
Compelling market opportunity arising from structural
undersupply of new housing and unprecedented demand for rental
homes in the UK
-- England has some of the highest rates of house price
inflation and worst affordability levels in the OECD.
o The average house now costs almost 8 times average earnings
and, in nearly 30 per cent. of Local Authorities, that multiplier
is 10 times, pushing more would-be buyers into rented
accommodation.
o Growth in the PRS market has been fuelled by diminishing
affordability levels and lack of mortgage availability as well as
population growth and an increase in the number of households.
-- The private rental market is fragmented, and typically
privately managed. Currently, there is a pipeline of GBP17 billion
of rented stock with a forecast requirement of GBP300 billion over
the next five years.
o The rental market for family houses (rather than apartments)
is believed to be particularly undersupplied.
-- By 2020, the PRS market is projected to grow to 25 per cent.
of all households - currently PRS is the second largest housing
tenure at 19 per cent. of the market after home ownership.
o Constraints on the buy-to-let market (through Government tax
initiatives and mortgage restrictions) have led to a fall of 13 per
cent. in buy-to-let transactions in 2016 with this trend expected
to continue.
Long term income from investments with predictable cash
flows
-- The Company is targeting a dividend yield of 6 per cent. or
more per annum and net total shareholder returns of 10 per cent. or
more, based on the Issue Price, post stabilisation and on full
investment of the capital and associated gearing*.
-- The target dividend yield in the period to 30 June 2018 is 5 per cent*.
-- The Company intends to pay a quarterly dividend from 1 January 2018.
-- PRS assets will be spread over geographically diverse
locations, mitigating localised risk factors.
Identified and secure pipeline of assets
-- Pipeline of approximately 2,535 new homes with a Total Cost
of c.GBP375 million is already identified and contracted, including
a seed portfolio of c.GBP72 million of assets either completed or
under construction.
-- Strong relationships with Local Authorities and House
Building Partners (Countryside Properties plc, Keepmoat
Regeneration Limited and Keepmoat Homes Limited) provide land
access and development expertise.
Experienced and independent Board, supported by Investment
Adviser team with a proven track record
-- The Board comprises three non-executive Directors, Stephen
Smith, Steffan Francis and Roderick MacRae, all of whom are
independent of the Investment Adviser and AIFM.
-- Sigma Capital has to date successfully built and let PRS
projects in excess of GBP138 million (more than 1,100 new homes)
with around a further GBP130 million of developments currently on
site. This has been achieved in 30 months over 30 sites and without
any cost overruns.
Homes and Communities Agency ("HCA") Support
-- Housing is at the centre of government policy, and it is
recognised that institutional investment into the PRS market could
help to provide much needed supply.
-- The HCA has already supported Sigma Capital Group plc in the
development of PRS assets and has committed to support the Issue
with a direct investment in the Company of 9.99 per cent. of the
Gross Issue Proceeds, up to GBP25 million.
*This is a target only and not a profit forecast. There can be
no assurance that the target can or will be met and should not be
taken as an indication of the Company's expected or actual future
results. Accordingly, potential investors should not place any
reliance on this target in deciding whether or not to invest in the
Company or assume that the Company will make any distributions at
all and should decide for themselves whether or not the target
dividend yield is reasonable or achievable.
Stephen Smith, Chairman of The PRS REIT plc, commenting on the
launch, said:
"We are delighted to announce the proposed IPO of The PRS REIT
plc on the London Stock Exchange as well as our fund raise of up to
GBP250 million. This IPO is also available to sophisticated retail
investors via an intermediaries offer. We believe The PRS REIT will
break new ground, being the first quoted real estate investment
trust to address the shortage of high quality family homes in the
Private Rented Sector or PRS.
"Demand for high quality, professionally managed new rental
homes, especially family homes, is strong and growing. This
reflects the structural undersupply of homes in the UK and the
growth in the private rented sector. The PRS REIT has been formed
to invest in a portfolio of newly constructed, primarily family
homes, across the main conurbations and largest employment centres
in England, outside London.
"We are targeting a dividend yield of 6% or more per annum and
net total shareholder returns of 10% or more per annum once the
REIT is fully invested and geared. The target dividend yield in the
period to 30 June 2018 is 5%*.
"Sigma PRS Management Limited - a subsidiary of Sigma Capital
Group plc, one of the leaders in PRS in the UK - is Investment
Adviser to the REIT. Sigma Capital has a proven track record in the
sector, having already successfully delivered and let over 1,100
high quality new PRS homes in the last 30 months.
"We are also delighted to have the support of the UK Government
through a direct investment by the Homes and Communities Agency of
up to GBP25 million and look forward to the flotation of The PRS
REIT at the end of May."
Graham Barnet, Founder and Chief Executive of Sigma Capital
Group plc, said:
"We are delighted to be launching the first quoted PRS REIT
established to address investment opportunities in the Private
Rented Sector. There is significant demand across England for new,
high quality, professionally managed rental homes and Sigma Capital
is recognised as a leader in PRS, having delivered and let over
1,100 new rental homes over the last 30 months through its PRS
platform.
"We look forward to using our experience and expertise in our
role as Investment Adviser and Development Manager to The PRS REIT
to generate the attractive dividend returns and capital growth
being targeted - a stabilised dividend yield of 6% or more per
annum and total returns of 10% or more per annum*."
EXPECTED TIMETABLE
Publication of the Prospectus 4 May 2017
Issue opens 4 May 2017
Latest time and date for receipt 11.00 a.m. on 23 May
of completed application forms 2017
in respect of the Offer for
Subscription
Latest time and date for receipt 5.00 p.m. on 23 May
of completed application forms 2017
in respect of the Intermediaries
Offer
Latest time and date for commitments 1.00 p.m. on 24 May
under the Placing 2017
Publication of the results of 25 May 2017
the Issue
Admission and dealings in Ordinary 31 May 2017
Shares
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, CEO Tel: +44 (0) 333
Graeme Hogg, COO 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) Tel: +44 (0)20
3696 1302
Gerhard Grueter
FURTHER DETAILS ON THE COMPANY
THE MARKET OPPORTUNITY
The PRS market has grown substantially since the 1990s and is
now the second largest housing tenure type at 19 per cent. of the
market. By 2020, the PRS market is projected to grow further to
c.25 per cent. of all households. Growth in the PRS market has been
fuelled by restricted access to other tenures, with affordability
and mortgage availability limiting owner occupation and social
rented funding constraining development and supply. The PRS market
is also benefitting from occupiers opting to rent as a lifestyle
choice with the advantages of flexibility and cash liquidity.
Further market growth, created by both population and household
growth, is expected as the average household size decreases. On the
supply side, constraints on the buy-to-let market through
Government tax initiatives and mortgage restrictions have led to a
fall of 13 per cent. in buy-to-let transactions in 2016 with this
trend expected to continue.
INVESTMENT OBJECTIVE
The Company will seek to provide investors with an attractive
level of income together with the prospect of income and capital
growth through investment in a portfolio of newly constructed
residential private rented sector sites of multiple units ("PRS
Units") comprising mainly family homes, to be let on Assured
Shorthold Tenancies (a defined in the Housing Act 1988) to
qualifying tenants.
INVESTMENT POLICY OF THE COMPANY
Asset allocation
The Company will pursue its investment objective by investing in
PRS Units in cities and towns in the UK.
The Company will invest predominantly in family housing, with
the addition of some apartments, in the main conurbations, and
largest employment centres in England, outside of London. The
locations closely follow the main rail and road infrastructure,
including the proposed HS2 and HS3 rail network. The assets will be
new build which will come with the benefit of 10 year National
House Building Council ("NHBC") or equivalent warranties and the
consequent low level of capital expenditure allied to a predictable
and low cost maintenance regime.
The Investment Adviser will source investments on behalf of the
Company in two ways:
1. The Company and its subsidiaries (together the "REIT Group")
will acquire undeveloped sites, ("PRS Development Sites") sourced
by the Investment Adviser, for development by the REIT Group
managed by the Investment Adviser or another member of the Sigma
Group appointed as development manager with the intention of
letting new completed PRS Units ("Completed PRS Sites") to
individual qualifying tenants under Assured Shorthold
Tenancies.
2. The REIT Group will acquire Completed PRS Sites from the
Sigma Group pursuant to a forward purchase agreement between Sigma
Capital Group plc and the REIT Group (the "Forward Purchase
Agreement"). The REIT Group may also, should the opportunity arise,
acquire newly built PRS Units from third party vendors, which
fulfil the Company's investment objective.
Investment restrictions
The REIT Group's portfolio of Completed PRS Sites and PRS
Development Sites (the "PRS Portfolio") will be invested and
managed with the objective of delivering a high quality,
diversified portfolio through the following investment
restrictions:
-- The REIT Group will only invest in private rented homes and apartments located in England;
-- No investment by the REIT Group in any single Completed PRS
Site or PRS Development Site shall exceed 20 per cent. of aggregate
value of the total assets of the REIT Group at the time of
commitment as determined in accordance with the accounting
principles adopted by the REIT Group from time to time (the "Gross
Asset Value"); and
-- The REIT Group will not invest in other alternative
investment funds or closed-end investment companies.
Cash management
Until the REIT Group is fully invested and pending re-investment
or distribution of cash receipts, the REIT Group will invest in
cash, cash equivalents, near cash instruments and money market
instruments.
Gearing
The REIT Group will seek to use gearing to enhance equity
returns. The level of borrowing will be on a prudent basis for the
asset class, whilst maintaining flexibility in the underlying
security requirements and the structure of both the PRS Portfolio
and the REIT Group. The REIT Group may raise debt from banks, the
HCA and/or the capital markets and the aggregate borrowings of the
REIT Group will always be subject to an absolute maximum,
calculated at the time of drawdown of the relevant borrowings, of
not more than 45 per cent. of the Gross Asset Value (although the
Investment Adviser expects actual gearing to be around 35 per cent.
to 40 per cent. following stabilisation of the PRS Portfolio). Debt
will be secured at asset level, whether over particular Completed
PRS Sites or PRS Development Sites or holding entities for any
Completed PRS Sites or PRS Development Sites, without recourse to
the Company.
Derivatives
The REIT Group may utilise derivatives for efficient portfolio
management. In particular, the Company may engage in full or
partial interest rate hedging or otherwise seek to mitigate the
risk of interest rate increases on borrowings incurred in
accordance with the gearing limits as part of the management of the
PR Portfolio.
REIT status
The Company will at all times conduct its affairs so as to
enable it to remain qualified as a REIT for the purposes of Part 12
of the Corporation Tax Act 2010 (and the regulations made
thereunder).
DIVID POLICY AND TARGETED RETURNS
It is the Directors' intention to pay dividends to Shareholders
on a quarterly basis and in accordance with the REIT Regime,
subject to market conditions and the Company's level of net income.
Upon full investment of Net Issue Proceeds and the net issue
proceeds of any Subsequent Placings under the Placing Programme and
associated gearing, the Company is targeting a dividend yield of 6
per cent. or more per annum* based on the Issue Price, which the
Company expects to increase broadly in line with inflation.
In addition, the Company is targeting a net total shareholder
return of 10 per cent. or more per annum* post stabilisation of the
PRS Portfolio. It is anticipated that the Company will reach
stabilisation by the third anniversary of First Admission.
Following First Admission, the Company is targeting a dividend
yield of 5 per cent*. based on the Issue Price for the period from
Admission to 30 June 2018 and the Directors expect to declare the
first dividend in relation to the period ending 31 December 2017.
The Directors will seek to maintain the dividend over the long
term. Subject to cash not being required for ongoing operations or
organic investment, the Board will consider returning excess cash
to Shareholders over time, for example by way of special dividends
which would supplement ordinary dividends.
THE BOARD OF DIRECTORS
The Directors of The PRS REIT are listed below:
Stephen Smith, Non-Executive Chairman
Stephen Smith has over 40 years of experience in the real estate
industry. Stephen is currently Non-Executive Chairman of Starwood
European Real Estate Finance Limited and Non-Executive director of
Gatehouse Bank Plc and of Tritax Big Box REIT Plc. Previously, he
was the Chief Investment Officer of British Land Company PLC, the
FTSE 100 real estate investment trust from January 2010 to March
2013 with responsibility for the group's property and investment
strategy. He was formerly Global Head of Asset Management and
Transactions at AXA Real Estate Investment Managers, where he was
responsible for the asset management of a portfolio of more than
EUR40 billion on behalf of life funds, listed property vehicles,
unit linked and closed-end funds. Prior to joining AXA in 1999 he
was Managing Director at Sun Life Properties for five years.
David Steffan Francis, Non-Executive Director
Steffan Francis has almost 40 years of experience in the real
estate industry and is a fellow of the Royal Institution of
Chartered Surveyors. Until early 2016, Steffan was a Director at
M&G Real Estate where he was responsible for the GBP6 billion
"Long Income" business. He was also involved in creating and
ensuring the long term success of a number of real estate funds,
including the M&G Secured Property Income Fund, which within 10
years of being launched, became the largest property fund on the
AREF/IPD UK Quarterly Property Fund Index.
Currently Steffan acts as a consultant to M&G Real Estate
and advises the investment committee of the British Steel Pension
Fund.
Roderick MacRae, Non-Executive Director and Chairman of Audit
Committee
Rod has over 20 years' experience in the financial services
sector and is currently an Executive Director at Aberdeen Asset
Management PLC as the Group Head of Risk with responsibility for UK
and Global operational risk and regulatory compliance. He is also
chairman of the Aberdeen group executive risk management committee,
the senior risk oversight function of the group. He has extensive
involvement in corporate activity including transformational
acquisitions and defence strategies.
Previously he was Chief Operating Officer at Edinburgh Fund
Managers, which he joined in 1991 and was acquired by Aberdeen in
2003. Rod is a member of the Institute of Chartered Accountants of
Scotland having qualified with Coopers & Lybrand and is
Chairman of the Audit Committee.
THE INVESTMENT ADVISER AND ALTERNATIVE INVESTMENT FUND
MANAGER
Sigma PRS Management Limited, a subsidiary of AIM quoted Sigma
Capital Group plc, has been appointed as Investment Adviser to The
PRS REIT plc and this subsidiary or another member of the Sigma
Group has been appointed as Development Manager to manage the
development of PRS Development Sites. Graham Barnet, Chief
Executive Officer and Founder of the Sigma Group, and Graeme Hogg,
Chief Operating Officer of the Sigma Group, will be primarily
responsible for the management of the Company's portfolio. They
will be supported by a team of around 20 property
professionals.
G10 (part of the Lawson Conner Group) has been appointed as
alternative investment fund manager ("AIFM") to the Company,
pursuant to the AIFM Agreement, under which it is responsible for
overall portfolio management and compliance with the Company's
investment policy providing alternative investment fund manager
services, ensuring compliance with the requirements of the AIFMD
that apply to the Company and undertaking all risk management.
ADMISSION
The Company will seek admission of its ordinary shares to
trading on the Specialist Fund Segment of the London Stock
Exchange's Main Market for listed securities. The Company was
incorporated in England and Wales and intends to become a real
estate investment trust to which Part 12 of the UK Corporation Tax
Act 2010 applies ("REIT") and to invest in PRS sites located in
England.
Important Note
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 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
MSCEADSLEANXEFF
(END) Dow Jones Newswires
May 04, 2017 09:31 ET (13:31 GMT)
Sigma Capital (LSE:SGM)
Historical Stock Chart
From Apr 2024 to May 2024
Sigma Capital (LSE:SGM)
Historical Stock Chart
From May 2023 to May 2024