TIDMWHR
RNS Number : 2109O
Warehouse REIT PLC
05 February 2021
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN, INTO, OR FROM THE UNITED STATES, AUSTRALIA, CANADA, New
Zealand, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES,
AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR SOUTH AFRICA (UNLESS AN
EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014, as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act
2018.
PLEASE SEE THE IMPORTANT NOTICES AT THE OF THIS
ANNOUNCEMENT.
5 February 2021
Warehouse REIT plc
(the "Company" or "Warehouse REIT" and together with its
subsidiaries the "Group")
Results of the Placing
Warehouse REIT, the AIM-listed company that invests in
e-commerce urban and last-mile industrial warehouse assets in the
UK, is pleased to announce the successful completion of the placing
announced earlier today (the "Placing").
A total of 37,934,400 new ordinary shares of 1 pence each in the
Company (the "Placing Shares") have been placed by Peel Hunt LLP
("Peel Hunt") at a price of 121.0 pence per Placing Share, with
existing and new investors, raising gross proceeds of approximately
GBP45.9 million. The Placing Price represents a premium of 2.2 per
cent. to the Company's EPRA Net Tangible Asset Value as at 30
September 2020 (unaudited) of 118.4 pence per Ordinary Share. The
Placing Price represents a discount of 4.0 per cent. to the closing
price per Ordinary Share on 4 February 2021 of 126.0 pence per
Ordinary Share.
The Placing Shares represent approximately 9.8 per cent. of the
ordinary share capital of the Company prior to the Placing.
The Placing proceeds, together with the Group's existing
facilities, will be used to help finance the acquisition of two
adjacent distribution warehouses in Harlow for GBP13.9 million
(including costs) and two further assets, which are under offer as
described in the placing announcement of the Company released at 7
a.m. (London time) today, 5 February 2021 (the "Placing
Announcement").
Neil Kirton, Chairman of Warehouse REIT, commented:
"We are extremely grateful for the support of both our existing
and new shareholders. The proceeds will allow us to execute on our
near-term attractive acquisition pipeline, thereby immediately
improving the portfolio's diversification and income metrics. With
the advantage of an established foothold in this high growth
sector, we remain alert to the opportunity to continue scaling the
business in a manner that will translate into shareholder
value."
An application has been made to the London Stock Exchange (the
"LSE") for admission to trading of the Placing Shares on the
Alternative Investment Market ("Admission"). It is expected that
Admission will take place at or around 8.00 a.m. (London time) on 9
February 2020 (or such later date as may be agreed between the
Company and Peel Hunt) and that dealings in the Placing Shares will
commence at the same time.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing issued
Ordinary Shares. This includes the right to receive all dividends
and other distributions declared or paid in respect of such
Ordinary Shares after the date of issue of the Placing Shares
including the third quarterly dividend, which was declared on 26
January 2021 and is payable on 1 April 2021 to Shareholders on the
register on 5 March 2021.
Following Admission, the total issued share capital of the
Company will be 424,861,650 Ordinary Shares of 1 pence each. This
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
share capital of the Company under the FCA's Disclosure Guidance
and Transparency Rules.
Unless otherwise indicated, capitalised terms in this
announcement have the meaning given to them in the Placing
Announcement.
Enquiries:
Warehouse REIT plc (via FTI Consulting)
+44 (0) 1244 470
Tilstone Partners Limited 090
Andrew Bird, Peter Greenslade, Paul Makin
Peel Hunt (Nominated Adviser, Broker and +44 (0) 20 7418
Bookrunner) 8900
Corporate: Capel Irwin, Carl Gough, Harry
Nicholas
ECM: Al Rae, Sohail Akbar
FTI Consulting (Financial PR & IR Adviser +44 (0) 20 3727
to the Company) 1000
Dido Laurimore, Richard Gotla, Ellie Pelham-Marchant
G10 Capital Limited (part of the IQEQ Group), +44 (0) 20 3696
AIFM 1302
Maria Glew
Important Notice
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
Market Abuse Regulation (Regulation 596/2014), as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR"). Upon the publication of this Announcement via a Regulatory
Information Service ("RIS") this inside information is now
considered to be in the public domain.
This Announcement (the "Announcement") has been issued by and is
the sole responsibility of the Company.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, collectively, the "United States"),
Australia, Canada, Japan, New Zealand, the Republic of South
Africa, or any other jurisdiction where to do so might constitute a
violation or breach of any applicable law. The Placing and the
distribution of this Announcement and other information contained
herein may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with the restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This Announcement is for information purposes only and does not
constitute or form part of, and should not be construed as, an
offer for sale or subscription of, or solicitation of any offer to
subscribe for or to acquire, any ordinary shares of GBP0.01 each in
the capital of the Company ("Ordinary Shares") in any jurisdiction,
including in or into the United States, Australia, Canada, Japan,
New Zealand or the Republic of South Africa, where to do so would
be unlawful. Investors should not subscribe for or purchase any
Ordinary Shares except on the basis of information publicly
announced by the Company to a RIS by or on behalf of the Company on
or prior to the date of this Announcement.
No public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada, Japan, New
Zealand, the Republic of South Africa, or elsewhere. The Placing
Shares have not been and will not be registered under the
applicable securities laws of any state, province or territory of
Australia, Canada, Japan, New Zealand or the Republic of South
Africa. Subject to certain exceptions, the Placing Shares may not
be offered or sold in Australia, Canada, Japan, New Zealand or the
Republic of South Africa or to, or for the account or benefit of,
any national, resident or citizen of Australia, Canada, Japan, New
Zealand or the Republic of South Africa.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States. This
Announcement is not an offer of securities for sale into the United
States. The Placing Shares have not been and will not be registered
under the US Securities Act, or any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, pledged, taken up, exercised, resold, renounced, transferred
or delivered, directly or indirectly, in or into the United States
absent registration under the US Securities Act, except pursuant to
an exemption from 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. The Placing
Shares have not been approved, disapproved or recommended by the
U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or
endorsed the merits of the offering of Placing Shares. . There will
be no public offer of the Ordinary Shares in the United States. The
Company has not been and will not be registered under the US
Investment Company Act, and investors will not be entitled to the
benefits of the US Investment Company Act.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of shares is or will be made in
Australia pursuant to this Announcement, except to a person who is:
(i) either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act or a "professional investor" within
the meaning of section 9 and section 708(11) of the Corporations
Act; and (ii) a "wholesale client" for the purposes of section
761G(7) of the Corporations Act (and related regulations) who has
complied with all relevant requirements in this respect, or another
person who may be issued shares without requiring a disclosure
document. No Placing Shares may be offered for sale (or
transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.
The Placing is available, and is and may be made, in or from
within the Bailiwick of Guernsey:
i. by persons licensed to do so under the Protection of
Investors (Bailiwick of Guernsey) Law, 1987 (as amended); or
ii. to persons licensed under the Protection of Investors
(Bailiwick of Guernsey) Law, 1987 (as amended), the Insurance
Business (Bailiwick of Guernsey) Law, 2002 (as amended), the
Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended)
or the Regulation of Fiduciaries, Administration Businesses and
Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as
amended).
The Placing is not available in or from within the Bailiwick of
Guernsey other than in accordance with paragraphs (i) and (ii)
above and must not be relied upon by any person unless made or
received in accordance with such paragraphs.
Subject to certain exemptions (if applicable), the Company shall
not raise money in Jersey by the issue anywhere of Placing Shares.
Subject to certain exemptions (if applicable), offers for
securities in the Company may only be distributed and promoted in
or from within Jersey by persons with appropriate registration
under the Financial Services (Jersey) Law 1998, as amended. It must
be distinctly understood that the Jersey Financial Services
Commission does not accept any responsibility for the financial
soundness of or any representations made in connection with the
Company.
The Placing is available, and is and may be made, in or from
within the Isle of Man only:
i. by persons licensed to do so under the Isle of Man Financial Services Act 2008; or
ii. to persons: (a) licensed under Isle of Man Financial
Services Act 2008; or (b) falling within exclusion 2(r) of the Isle
of Man Regulated Activities Order 2011 (as amended); or (c) whose
ordinary business activities involve them in acquiring, holding,
managing or disposing of shares or debentures (as principal or
agent), for the purposes of their business.
The Placing is not available in or from within the Isle of Man
other than in accordance with paragraphs (i) and (ii) above and,
accordingly, neither may be relied upon by any person unless made
or received in accordance with such paragraphs.
The comparability of the information on the Company's
performance to date to its future performance is by its nature
limited for a variety of reasons. Without limitation, results can
be positively or negatively affected by market conditions beyond
the control of the Company or any other person. Neither past
performance of the Company is a reliable indicator of, and cannot
be relied upon as a guide to, the future performance of the
Company. Prospective 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. 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 and prospective investors should note that
the value of ordinary shares can decrease as well as increase.
G10 Capital Limited is authorised and regulated by the Financial
Conduct Authority. Tilstone Partners Limited is an appointed
representative of G10 Capital Limited which is authorised and
regulated by the FCA. Each of G10 Capital Limited ("G10") and Peel
Hunt, which is authorised and regulated in the United Kingdom by
the UK Financial Conduct Authority, are acting exclusively for the
Company and no one else in connection with the Placing and
Admission. Neither G10 nor Peel Hunt will regard any other person
as their respective clients in relation to the subject matter of
this Announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to their
respective clients, nor for providing advice in relation to the
Placing, Admission, the contents of this Announcement or any
transaction, arrangement or other matter referred to herein.
Save as set out above, none of the Company, G10, Peel Hunt or
any of their operating partners, co-investors and joint venture
partners, or any of their respective parent or subsidiary
undertakings, or the subsidiary undertakings of any such parent
undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other
person ("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 this
Announcement) or any other information relating to the Company, its
subsidiaries 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 this
Announcement or its contents or otherwise arising in connection
therewith. The Company, G10, Peel Hunt and their respective
affiliates accordingly disclaim all and any liability whatsoever
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. No representation or
warranty, express or implied, is made by Peel Hunt or any of their
affiliates as to the accuracy, fairness, completeness or
sufficiency of the information contained in this Announcement.
In connection with the Placing, Peel Hunt and any of their
affiliates, acting as an investor for its own account(s), may
acquire Placing Shares and, in that capacity, may retain, purchase,
sell, offer to sell or otherwise deal for its or their own
account(s) in such securities of the Company, any other securities
of the Company or other related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares
being offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by Peel Hunt and any of their
affiliates acting as an investor for its or their own account(s).
Neither Peel Hunt nor any of their affiliates intends to disclose
the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so. In
addition, in connection with the Placing, Peel Hunt may enter into
financing arrangements with investors, such as share swap
arrangements or lending arrangements where Placing Shares are used
as collateral, that could result in Peel Hunt acquiring
shareholdings in the Company.
This Announcement does not constitute a recommendation
concerning the Placing. The price and value of securities and any
income from them can go down as well as up and investors may not
get back the full amount invested on disposal of the securities.
Past performance is not a guide to future performance. Information
in this Announcement or any of the documents relating to the
proposed Placing cannot be relied upon as a guide to future
performance. The Placing timetable may be influenced by a range of
circumstances such as market conditions. There is no guarantee that
the Placing will occur and you should not base your financial
decisions on the Company's intentions in relation to the Placing or
the information contained in this Announcement. The contents of
this Announcement are not to be construed as legal, business or tax
advice. Each prospective investor should consult his, her or its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by Peel Hunt.
Certain statements in this Announcement are, or may be deemed to
be, forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "seeks", "aims",
"should" or "will" or, in each case, their negative or other
variations or similar expressions.
These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout
this Announcement and include, but are not limited to, statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company's results of
operations, financial position, prospects, growth, target total
return, investment strategy, financing strategies, and the
development of the industries in which the Company's businesses
operate. Such forward-looking statements involve unknown risks,
uncertainties and other factors, which may cause the actual results
of operations, performance or achievement of the Company, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. In addition, even if the Company's
results of operations, financial position and growth, and the
development of the market and the industry in which the Company
operates, are consistent with the forward-looking statements
contained in this Announcement, those results or developments may
not be indicative of results or developments in subsequent
periods.
Given these uncertainties, prospective investors are cautioned
not to place any undue reliance on such forward-looking statements.
These forward-looking statements speak only as at the date of such
statements. Except as required by applicable law, none of the
Company, Peel Hunt or their respective affiliates assumes any
obligation or undertaking to update, review or revise any forward
looking statements contained in this Announcement whether as a
result of new information, future developments or otherwise.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
ROIDZGGZKKNGMZM
(END) Dow Jones Newswires
February 05, 2021 10:49 ET (15:49 GMT)
Warehouse Reit (LSE:WHR)
Historical Stock Chart
From Apr 2024 to May 2024
Warehouse Reit (LSE:WHR)
Historical Stock Chart
From May 2023 to May 2024