TIDMSIR
RNS Number : 5647L
Secure Income REIT PLC
04 October 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN,
SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION WHERE IT IS UNLAWFUL
TO DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE
RELEASE.
4 October 2016
Secure Income REIT Plc
("SIR" or the "Company")
SECURE INCOME REIT RAISES GBP140 MILLION FOR TRAVELODGE
ACQUISITION IN VERY HEAVILY OVERSUBSCRIBED PLACING
The board of directors of Secure Income REIT Plc, the specialist
long term income REIT, is pleased to announce that the Company has
successfully raised gross proceeds of GBP140.0 million in a very
heavily oversubscribed Placing of 46,885,466 shares (the "Placing
Shares").
The Placing Shares will be issued at a price of 298.6 pence per
share (the "Placing Price") pursuant to the terms and conditions of
the Placing set out in the Company's announcement of 8 September
2016. The Prestbury team and the Board of Directors have subscribed
for GBP5.4 million in the Placing. Following the Placing, the
Prestbury team will own 15.3% of the Company's enlarged share
capital, equivalent to GBP104 million at the Placing Price,
maintaining its position of holding one of the largest management
shareholdings in the quoted real estate sector.
Application has been made for the Placing Shares to be admitted
to trading on AIM ("Admission"). It is expected that dealings in
the Placing Shares will commence at 8.00 a.m. (London time) on 6
October 2016.
The Placing Shares, when issued, will be credited as fully paid
and will rank pari passu in all respects with the Company's
existing ordinary shares.
Following Admission of the Placing Shares, and in accordance
with the Disclosure and Transparency Rules, the Company's issued
share capital will comprise 227,229,706 shares. There are no shares
held in treasury. Accordingly the total number of voting rights in
the Company will be 227,229,706. The above figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change in their interest in, the ordinary share capital of the
Company under the Disclosure and Transparency Rules.
Acquisition update
The total cost of the acquisition of the 55 hotel assets is
GBP196.2 million, as previously reported, which will be financed by
the proceeds of the Placing and a new GBP60 million secured fixed
rate seven year non-recourse credit facility from M&G.
The Company expects to complete the acquisition on 28 October
2016.
Martin Moore, Independent Non-Executive Chairman of the Company,
commented:
"The success of this Placing is a clear reflection of the
expected accretive impact that the acquisition of the Travelodge
portfolio will have on both the Company's growth prospects and its
dividend payments, which the Board believes are highly compelling
attributes for investors in a low interest rate and low growth
environment. The Travelodge transaction is precisely in line with
the strategy set out at IPO of growing the Company through
acquisitions which are highly complementary to SIR's existing
portfolio - in this case the assets being individually leased on
full repairing and insuring terms with an exceptionally long
weighted average unexpired term of 27 years and with upwards only,
uncapped RPI linked rent reviews.
"In addition to an expanded and more diverse portfolio, the
Company is also pleased to have continued to broaden its
shareholder base, which should provide strong support for future
value accretive acquisition opportunities, whilst the management
team at Prestbury, which is already substantially invested in the
Company, is now also further aligned."
Related Party considerations
Prestbury and Board participation in the Placing
Members of the Prestbury team and members of the Board and
certain of their associates, have invested a further GBP5.4 million
in the Company pursuant to the Placing. These investments are shown
in the table below:
Number Price per Number of Percentage
of shares share (pence) ordinary of issued
acquired shares held share capital
under the immediately held immediately
Placing after the after the
Placing(1) Placing(1)
(2) (3) (2) (3)
Nick Leslau(1)
(3) 669,792 298.6 669,792 0.29%
Nigel Wray(2)
(3) 669,792 298.6 669,792 0.29%
Martin Moore 33,489 298.6 90,960 0.04%
Mike Brown 334,896 298.6 909,608 0.40%
Leslie Ferrar 8,372 298.6 22,739 0.01%
Sandy Gumm 50,234 298.6 165,176 0.07%
Prestbury Incentives
Limited (4) 50,234 298.6 9,876,243 4.35%
Richard Grosse(5) 167,448 298.6 282,390 0.12%
Ian Marcus 2,680 298.6 51,023 0.02%
(1) Shares subscribed through a corporate entity called
Yoginvest Limited, a company which is ultimately controlled by Nick
Leslau. In addition, Nick Leslau is interested in PIHL Property LLP
as set out in (3) below and is a beneficiary of the Saper Trust
which holds 57,471 shares in the Company.
(2) Shares subscribed through a corporate entity called
Glengrace Limited, a company which is ultimately controlled by
Nigel Wray. In addition, Nigel Wray is interested in PIHL Property
LLP as set out in (3) below.
(3) In addition to the holdings disclosed above, 22,466,916
shares in the Company are held by PIHL Property LLP. Ultimately,
through indirect ownership, Nick Leslau has a 71 per cent interest
in those shares and Nigel Wray has a 22 per cent interest.
(4) Prestbury Incentives Limited is a wholly owned subsidiary of
the Investment Adviser, Prestbury Investments LLP. Nick Leslau,
Mike Brown and Sandy Gumm all have indirect interests in Prestbury
Incentives Limited through their interests in the Investment
Adviser.
(5) Richard Grosse is a trustee of the Saper Trust (see also
note (1)) and accordingly he is disclosed as a related party. He is
not a member of the Board or Management Team.
Under the AIM Rules, the subscriptions referred to above
constitute related party transactions (the "Prestbury Related Party
Transactions").
The independent director of the Company, which for these
purposes exclude any director who participated in the Placing,
having consulted with Stifel Nicolaus Europe Limited as the
Company's Nominated Adviser, considers that the terms of the
subscriptions referred to above are fair and reasonable in so far
as shareholders of the Company are concerned.
Substantial shareholder participation in the Placing
Artemis Investment Management LLP, on behalf of discretionary
funds under management, ("Artemis") and Invesco Asset Management
Limited, as agent for and on behalf of its discretionary managed
clients, ("Invesco") are considered Substantial Shareholders under
the AIM Rules and their participation in the Placing, as set out
below, therefore constitutes related party transactions under Rule
13 of the AIM Rules.
Number of Price per Number of Percentage
shares acquired share (pence) ordinary of issued
under the shares held share capital
Placing immediately held immediately
after the after the
Placing Placing
Artemis 8,925,296 298.6 44,759,743 19.7%
Invesco 5,341,594 298.6 25,191,594 11.1%
The Directors, having consulted with Stifel Nicolaus Europe
Limited as the Company's nominated adviser, consider that the terms
of both Artemis and Invesco's participation in the Placing are fair
and reasonable in so far as shareholders of the Company are
concerned.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Secure Income REIT Plc
Nick Leslau
Mike Brown +44 20 7647
Sandy Gumm 7647
Stifel Nicolaus Europe Limited
Mark Young
David Arch
Peter Lees +44 20 7710
Tom Yeadon 7600
FTI Consulting
Richard Sunderland +44 20 3727
Claire Turvey 1000
Defined terms used in this announcement shall (unless the
context otherwise requires) have the same meaning as set out in the
announcement of 8 September 2016.
IMPORTANT INFORMATION
The content of this announcement as been prepared by and is the
sole responsibility of the Company.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this announcement or its accuracy, fairness or completeness.
This announcement does not constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for, any shares or other securities
of the Company in any jurisdiction, including the United States,
Canada, Japan, South Africa or Australia, in which such offer or
sale would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any
jurisdiction or otherwise. The Placing and the distribution of this
announcement and other information in connection with the Placing
in certain jurisdictions may be restricted by law and persons into
whose possession this announcement or any document or other
information referred to herein comes should inform themselves about
and observe any such restriction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Neither this announcement nor any part of it
nor the fact of its distribution 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.
Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the
amount invested. Persons considering making such an investment
should consult an authorised person specialising in advising on
such investments.
This announcement does not constitute a recommendation
concerning the Placing. The value of the Company's shares can
decrease as well as increase. Potential investors should consult a
professional adviser as to the suitability of the Placing for the
person concerned. Past performance cannot be relied upon as a guide
to future performance.
This announcement is not for distribution, directly or
indirectly, in whole or in part, in or into the United States
(including its territories and possessions, any state of the United
States and the District of Columbia), Canada, Japan, South Africa
or Australia or any other jurisdiction where it is unlawful to
distribute this announcement. In particular, this announcement is
not an offer of securities for sale in the United States.
The Placing Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities
Act") or under any securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. Any
offering of the Placing Shares to be made in the United States will
be made only to a limited number of "qualified institutional
buyers" as defined in Rule 144A under the Securities Act pursuant
to an exemption from the registration requirements of the
Securities Act in a transaction not involving any public offering
and outside the United States in offshore transactions in
accordance with Regulation S under the Securities Act. There will
be no public offer of the Placing Shares in any jurisdiction,
including in the United States, Canada, Japan, South Africa or
Australia.
The Placing Shares have not been registered under the applicable
securities laws of Canada, Japan, South Africa or Australia and,
subject to certain exceptions, may not be offered or sold within
Canada, Japan, South Africa or Australia or to any national,
resident or citizen of Canada, Japan, South Africa or
Australia.
This announcement contains forward-looking statements. These
statements relate to the future prospects, developments and
business strategies of the Company. Forward-looking statements are
identified by the use of such terms as "believe", "could",
"envisage", "estimate", "potential", "intend", "may", "plan",
"will" or variations or similar expressions, or the negative
thereof. The forward-looking statements contained in this
announcement are based on current expectations and are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by those statements. If
one or more of these risks or uncertainties materialise, or if
underlying assumptions prove incorrect, the Company's actual
results may vary materially from those expected, estimated or
projected. Given these risks and uncertainties, certain of which
are beyond the Company's control, potential investors should not
place any reliance on forward-looking statements. These
forward-looking statements speak only as at the date of this
announcement. Except as required by law, the Company undertakes no
obligation to publicly release any update or revisions to the
forward-looking statements contained in the announcement to reflect
any change in events, conditions or circumstances on which any such
statements are based after the time they are made.
Neither the Company nor any other person accepts any
responsibility to update the information in this announcement after
its issue.
Stifel, which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority, is acting as sole bookrunner
and nominated adviser in connection with the matters referred to
herein, and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients, nor
for providing advice in relation to the contents of this
announcement or any transaction or arrangement referred to
herein.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Stifel by the FSMA or the regulatory regime
established thereunder, Stifel does not accept any responsibility
whatsoever, and makes no representation or warranty, express or
implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of
it, the Company, the Directors, the Investment Adviser or any other
person in connection with the Company, the Placing, the shares or
the matters referred to herein, and nothing in this announcement is
or shall be relied upon as a promise or representation in this
respect, whether as to the past or future. Stifel accordingly
disclaims all and any liability whether arising in tort, contract
or otherwise (save as referred to above), which it might otherwise
have in respect of this announcement or any such statement.
Neither the content of the Company's website nor any information
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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