IERE.L Regulatory News (IERE)

21 Dec 2009 07:00



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY JURISDICTION IN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 INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA. 

21 December 2009

INVISTA EUROPEAN REAL ESTATE TRUST SICAF

("IERET" or the "Company")

Result of Firm Placing and Placing and Open Offer

On 16 November 2009, the Board of Directors of IERET announced plans for a capital raising of approximately £58.27 million (£53.51 million net of expenses), by way of a Firm Placing and a Placing and Open Offer of both New Ordinary Shares and a new class of Preference Shares with Warrants attached (the "Capital Raising"). Placees had committed to subscribe for all Open Offer Securities at the relevant Issue Prices subject to clawback on two-thirds of the committed amounts to satisfy valid applications by existing Shareholders under the Open Offer.

The Open Offer closed for acceptances at 11:00 a.m. on 18 December 2009. The Company is pleased to announce that it has received valid acceptances in respect of 56,227,612 New Ordinary Shares and 5,468,268 Preference Shares (with Warrants attached) from Qualifying Shareholders. This represents approximately 57.89 per cent. of the Open Offer Shares, 28.15 per cent. of the Preference Shares and 28.15 per cent. of the Warrants offered. The remaining 40,896,171 New Ordinary Shares, 

representing 42.11 per cent. of the New Ordinary Shares and the remaining 13,956,488 Preference Shares (with Warrants attached), representing 71.85 per cent. of the Preference Shares have been allocated to the Firm Placees with whom they had been placed.  

The Firm Placing and Placing and Open Offer are conditional, inter alia, upon the approval of Shareholders at the Second Extraordinary General Meeting, to be held at 10:00 a.m. on 29 December 2009, and Admission occurring by no later than 8.00 a.m. on 30 December 2009 or such later time or date (not later than 7 January 2010) as the parties to the Placing Agreement may agree.

Application has been made to the UKLA for the New Securities to be admitted to the Official List and to the London Stock Exchange for the New Securities to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective on 30 December 

2009 and that dealings in the New Securities will commence at 8.00 a.m. on 30 December 2009.

The New Ordinary Shares, when issued and fully paid, will be identical to and rank pari passu with the Existing Ordinary Shares in all respects including ranking for dividends.

The New Securities will be issued pursuant to the terms of the Revised Articles and the terms of Luxembourg Company law but the Warrant Instrument will be governed by English law. The Preference Shares and Warrants (neither of which carry any voting rights save in relation to matters altering their own terms and, in respect of the Preference Shares, in respect of certain additional matters set out in the Prospectus) are fully detachable and will be listed separately on the Official List and admitted to trading separately on the London Stock Exchange.

Terms set out in this announcement but not defined are as defined in the Prospectus dated 16 November 2009.

-ENDS-

For further information:

This announcement is an advertisement and is not a prospectus. Accordingly, investors should not subscribe for securities except on the basis of information in the Prospectus itself.

Neither this document nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire securities pursuant to the Capital Raising will be made, and any investor should make his investment, solely on the basis of information that is contained in the Prospectus. Copies of the Prospectus may be obtained at no cost from the Company's website (www.ieret.eu).

This announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, South Africa or any jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan, New Zealand, South Africa or any jurisdiction in which such an offer or solicitation is unlawful.

Any offering will only be made in any jurisdiction in compliance with local laws. In any Relevant Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive (and it is only so addressed or directed to the extent permitted by all other applicable laws and regulations).

This communication is directed only at (i) persons outside the United Kingdom, or (ii) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) (a) to (d) of the Order. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication.

No representation or warranty, express or implied, is made or given by, or on behalf of J.P. Morgan Cazenove or Liberum Capital or any of their respective members, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this communication and no responsibility or liability is accepted by any of them for any such information or opinions. You should note that, in connection with the proposed Capital Raising, J.P. Morgan Cazenove and Liberum Capital, each of which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and are neither advising nor treating as a client any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove and Liberum Capital or for providing advice in relation to the proposed Capital Raising.

Neither this communication nor any copy of it, may be taken, transmitted or distributed, directly or indirectly, into the United States of America, its territories or possessions or passed to United States residents, corporations or other entities organised under the laws of the United States or any State thereof or any US branch, agency or affiliate of any such corporation or entity, wherever located except pursuant to applicable exemptions. Neither this communication nor any copy hereof may be distributed in the Excluded Territories or in any other jurisdiction where its distribution may be restricted by law and persons into whose possession this communication comes should inform themselves about, and observe, any such restrictions. Distribution of this communication in the United States, or any such other jurisdictions, except in accordance with applicable exemptions may constitute a violation of United States securities laws, or the law of any such other jurisdictions.

The Offer Shares and Warrants have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Offer Shares and Warrants are being offered and sold only outside the United States to investors that are not US Persons in "offshore transactions" in accordance with and in reliance on the exemption from registration provided by Regulation S. The Offer Shares and Warrants may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company will not be registered under the US Investment Company Act and investors will not be entitled to the benefits of such Act. The Offer Shares and Warrants have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority, nor have or will any of the foregoing authorities passed upon or endorsed the merits of the offering of Offer Shares and Warrants or the accuracy or adequacy of the Prospectus. Any representation to the contrary is a criminal offence in the United States.