HSTN.L Regulatory News (HSTN)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR TO US PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA

Hansteen Holdings PLC

("Hansteen" or the "Group" or the "Company")

Acquisition of AIF units and Placing

Hansteen Holdings PLC (LSE: HSTN), the investor in UK and continental European industrial property, is pleased to announce that it has acquired a further £26 million of units in the Ashtenne Industrial Fund (AIF) ("Acquisition"). Further to this Acquisition, Hansteen is pleased to announce it has also raised a total of £47.1 million through the issue of 44,834,877 new Ordinary Shares ("Placing Shares") representing approximately 7.00 per cent. of the capital of the Company (the "Placing").

Highlights

· Acquisition of £26 million of units in AIF taking Hansteen's unit-holding to 36.7 per cent.

· Placing of 44,834,877 Placing Shares at 105 pence ("Placing Price") to raise £47.1 million at a discount of 2.78 per cent. to the closing share price on 27 March 2014

Background to the Acquisition and Placing

· In September 2013, Hansteen invested £53 million of AIF units representing 27.5 per cent. of the AIF units and assumed the management contract of the fund from Warner Estates

· Since Hansteen took over management of the contract, as at 31 December 2013, the valuation of AIF property increased by 5.8 per cent. from the valuation at 30 September 2013 and the like-for-like rent increased by £0.7 million

· AIF was originally formed in July 2001 when Ian Watson and Morgan Jones, founders of Hansteen, were Joint Chief Executives of Ashtenne Holdings PLC. AIF owns over 14.6 million sq ft of multi let industrial properties in the UK. At 31 December 2013, the portfolio consisted of over 3,000 units, on 240 individual estates, with an annual rent roll of £43.9 million and vacancy of 17 per cent. The gross asset value of the properties was £480.1 million and the yield on the properties was 9.1 per cent.

· Hansteen has acquired a total of £130.3 million assets in the last six months, the majority of which were in the UK for both its own account and HPUT II. Having recently completed the successful refinancing of €343 million of debt, Hansteen believes that it has a secure base from which to invest further in strong income producing assets which offer attractive asset management angles

· Hansteen recognises the increasing desirability of the industrial market in both the UK and continental Europe driven by both increasing investment into the asset class and growing occupier demand.

Hansteen has assembled a portfolio of £1.5 billion of industrial property assets through the recent downturn and the improvement in market sentiment is creating an environment where Hansteen can crystallise some of the value it has created from those acquisitions. However, there are still acquisition opportunities available to the Company from which it will be able to benefit as a cash buyer.

Reasons for the Placing

· Hansteen has acquired a further £26 million of units in AIF from three vendors at a price of 46.54 pence per unit which represents a 2 per cent. premium to the property valuation of AIF as at 31 December 2013. This will take its unit-holding to approximately 36.7 per cent. of AIF

· Following this acquisition, Hansteen will use the net fundraising proceeds to give the Company greater flexibility to pursue potential near-term acquisitions in the UK and Continental Europe.

Hansteen remains confident in its ability to source acquisitions in its selected geographies. Following this Acquisition, Hansteen will have an attributable ownership (representing its wholly owned portfolio plus its share of interest in AIF, HPUT I and HPUT II) of approximately £1.1bn value (31.3 million sq ft)

Details of the Placing

Under the terms of the Placing, Peel Hunt has placed 44,834,877 Placing Shares, representing approximately 7.00 per cent. of the issued ordinary share capital of the Company as at 27 March 2014. The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon both the Placing Agreement becoming unconditional in all respects and not being terminated.

The Issue Price is 105 pence, representing a discount of 3.05 pence (2.82 per cent.) to the closing mid-market price of 108.05 pence per Ordinary Share on the London Stock Exchange on 27 March 2014 (the last practicable date prior to the issue of this announcement) and a premium of 15.4 per cent to the EPRA NAV of 91 pence per share as at 31 December 2013. 

Application will be made for admission of the Placing Shares to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will become effective at 08:00 am on 2 April 2014. Following Admission, the Company will have an issued share capital of 685,333,127 shares. The total number of voting rights of the Company will be 685,333,127 and 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 to their interest in the Company

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid. This will include the second interim dividend of 2.9 pence per share for the year ending 31 December 2013 which will be paid on 21 May 2014 to ordinary shareholders on the register at the close of business on 25 April 2014.

Morgan Jones, Joint Chief Executive of Hansteen, said: "We are very pleased to be able to add to our holding in the Ashtenne Industrial Fund, as we believe the investment will prove enhancing to both value and income.

"We are pleased by the support from our shareholders and particularly delighted to welcome new shareholders to the register in what is a well-supported fundraising".

ENQUIRIES:

Notes to Editors:

HANSTEEN HOLDINGS PLC

Hansteen Holdings PLC (LSE:HSTN) is a European industrial REIT that invests in properties with high yields, low capital costs and opportunity for value improvement across the Netherlands, Germany, Belgium, France and the UK.

Founded by Morgan Jones and Ian Watson, the Company listed on Aim in November 2005 raising £125 million. In 2009, it raised a further £200.8 million by way of a Placing and Open Offer and moved to the Official List, converting to a REIT shortly thereafter. In April 2011, the Company raised a further £150 million by way of a Placing and Open Offer.

At 31 December 2013, Hansteen had total property under management of some 592 assets with a value of £1.5 billion.

IMPORTANT NOTICE

This information contained in this Announcement is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from 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 or South Africa or any jurisdiction in which the same would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy, acquire or subscribe for shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction where such offer or solicitation may be restricted, unlawful or unauthorised. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Subject to certain exemptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of any national resident or citizen of Canada, Australia or Japan. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction of the United States. No public offering of the shares referred to in this announcement is being made in the United States, United Kingdom or elsewhere.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt LLP ("Peel Hunt") or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for Hansteen Holdings PLC and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Hansteen Holdings plc for providing the protections afforded to clients of Peel Hunt LLP, or for providing advice in relation to the contents of this announcement or any matters referred to herein.

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Peel Hunt that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Peel Hunt to inform themselves about, and to observe, such restrictions.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.

The Placing Shares to be issued pursuant to the Placing 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.