Real Est.cred Regulatory News (RECI)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY "US PERSONS" (WITHIN THE MEANING GIVEN TO IT IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

4 February 2020 

Real Estate Credit Investments Limited

Close of Issue of New Ordinary Shares

Further to the announcement by the Company on 30 January 2020, the Board of Real Estate Credit Investments Limited ("RECI" or "Company") is pleased to announce that the Company has raised gross proceeds of £33.5 million through the issue of the maximum available 19,920,363 new ordinary shares ("New Ordinary Shares") at 168 pence per New Ordinary Share (the "Issue"). The Issue was oversubscribed, having received strong support from new and existing investors.

The net proceeds of the Issue are intended primarily to be invested in debt secured by commercial or residential properties in the United Kingdom and Western Europe, which might take the form of: (i) secured senior real estate loans; and (ii) securitised tranches of secured real estate related debt securities such as commercial mortgage-backed securities. 

Liberum Capital Limited ("Liberum") was appointed as sole bookrunner in relation to the Issue and Cheyne Capital Management (UK) LLP ("Cheyne") was appointed to provide introducing services, as the Company seeks to broaden its investor base, for which Cheyne will be entitled to receive a commission from Liberum.

Following the success of the Issue, it is the Company's intention to proceed to launch a new Placing Programme, in order to take advantage of the continuing opportunities available to RECI within the UK and Western European real estate markets.

All New Ordinary Shares issued under the Issue will, when issued and fully paid, confer the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.

Applications will be made to the Financial Conduct Authority ("FCA") and to the London Stock Exchange ("LSE") for admission of the New Ordinary Shares to be issued pursuant to the Issue to the premium segment of the FCA's Official List and to trading on the Premium Segment of the LSE's Main Market ("Admission"). Admission of the New Ordinary Shares is expected to occur at 8.00am on 6 February 2020.

On Admission, the Company will have 229,332,478 Ordinary Shares in issue (with no shares held in treasury). Each Ordinary Share carries the right to one vote and, therefore, the total number of voting rights in the Company will be 229,332,478 on Admission. This figure may be used by Shareholders and other investors 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 under the FCA's Disclosure Guidance and Transparency Rules.

Bob Cowdell, Chairman of RECI, commented:

"Following the expiry of the last placing programme and encouraged by interest from investors, we launched the tap issue on 30 January. We are pleased to announce that the issue was oversubscribed and we have now utilised in full our share issuance authority granted by shareholders at last September's AGM. The Board is very grateful for the support of both existing shareholders and new investors."

This announcement has been prepared by, and is the sole responsibility of, Real Estate Credit Investments Limited. This announcement has been released by Chris Copperwaite of Aztec Financial Services (Guernsey) Limited, Secretary of the Company.

Enquiries 

Important notice

Terms not defined in this announcement shall have the meaning given to them in the announcement of the Company published in relation to the opening of the Issue dated 30 January 2020.

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 contact or commitment whatsoever.

This announcement is only addressed to or directed at persons in the United Kingdom who: (i) have professional experience in matters relating to investments and 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 (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with the persons referred to in (i), (ii) and (iii).

Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed, in whole or in part, directly or indirectly, to any US Persons or in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction where, or to any other person to whom, to do so would constitute a violation of applicable law. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction. Persons into whose possession this announcement comes should observe all relevant restrictions.

The Company has not been and will not be registered under the US Investment Company Act and as such investors are not and will not be entitled to the benefits of the US Investment Company Act. The Ordinary Shares 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, and may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register as an "investment company" under the US Investment Company Act. In connection with the Placing Programme, subject to certain exceptions, offers and sales of Ordinary Shares will be made only outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the US Securities Act. There has been and will be no public offering of the Ordinary Shares in the United States.

Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state or other jurisdiction of the United States, has approved or disapproved of the securities of the Company or passed upon or endorsed the merits of any offering of such securities.

Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Liberum is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Liberum is acting for the Company and no one else in connection with the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Liberum or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

Forward-looking statements

This announcement may contain forward-looking statements regarding the financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies, budgets, capital and other expenditures, competitive positions, growth opportunities, plans and objectives of management and other matters relating to the Company. Statements in this announcement that are not statements of historical facts are hereby identified as forward-looking statements. In some instances, forward-looking statements can be identified by the use of forward- looking terminology, including terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.

By their nature, forward-looking statements involve risk and uncertainty as they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance, and the actual results, performance or achievements of the Company, and development of the markets and the industries in which it operates or is likely to operate, may differ materially from those-described in, or suggested by, any forward-looking statements contained in this announcement. In addition, even if actual results, performance, achievements or developments are consistent with any forward-looking statements contained in this announcement in a given period, those results, performance, achievements or developments may not be indicative of results, performance, achievements or developments in subsequent periods. A number of factors could cause results, performance, achievements and developments to differ materially from those expressed or implied by any forward- looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

Any forward-looking statements in this announcement reflect the Company's current view with respect to future events, speak only as of their date and are subject to change without notice. Save as required by applicable law or regulation, the Company and the other parties named in this announcement expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.