Real Est.cred Regulatory News (RECI)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS 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

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") that is intended to be published in due course by Real Estate Credit Investments Limited (the "Company") in connection with the Initial Placing, the Placing Programme (each as defined below) and the admission of certain of its ordinary shares (the "New Ordinary Shares") to the premium segment of the Official List of the Financial Conduct Authority (the "Official List") and to trading on the Main Market for listed securities of the London Stock Exchange (the "London Stock Exchange"). Once published, copies of the Prospectus will be available at the Company's registered office and are available for viewing at the National Storage Mechanism at http://www.hemscott.com/nsm.do. 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. 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 contract or commitment whatsoever. 

9 February 2017

Real Estate Credit Investments Limited

("RECI" or "Company")

Proposed Placing Programme and Initial Placing

The Board of Real Estate Credit Investments Limited is pleased to announce the Company's intention to establish a placing programme for the issue of up to 65 million New Ordinary Shares (the "Placing Programme"), including the intention to undertake an initial placing under the Placing Programme to raise gross proceeds of £20 million (the "Initial Placing").

The Board, as advised by the Investment Manager, believes that the Company's recently completed investments together with its current pipeline of attractive investment opportunities, is evidence that post the EU Referendum result there is improved origination volume, lower risk profiles and improved economics for investments in the UK and German real estate credit markets (and potentially other Western European real estate markets). In light of the above, the Board believes the launching of the Placing Programme through an Initial Placing is in the best interests of the Company and Shareholders as a whole.

The Company has appointed Liberum as Sponsor and Bookrunner to procure placees to participate in the Initial Placing, including one investor who has committed to subscribe for up to £20 million of New Ordinary Shares, subject to some scaling back for such number of New Ordinary Shares as may be subscribed for by new and existing investors.

In conjunction with the Initial Placing, the Board proposes to (the "Proposals"):

· implement a Placing Programme to enable up to 65 million New Ordinary Shares (including the shares issued pursuant to the Initial Placing) to be issued over the period of 12 months from the date of the Prospectus;

· amend the Company's existing investment policy to further clarify the types of investments and markets which the Company will invest in, which will include, in particular, the compelling investment opportunities which the Investment Manager is seeing in the UK and German real estate credit markets; and

· amend the Company's existing investment policy to permit leverage in the Company of up to 40 per cent. of NAV to enable the Company to i) take advantage of investment opportunities (where previously it may not have had sufficient liquidity) and ii) utilise lower cost and more flexible types of finance.

The Initial Placing, Placing Programme and the Proposals, further details of which are set out in Appendix A to this announcement, will be subject to Shareholder approval at an extraordinary general meeting of the Company to be held in March 2017. The Company will in due course send to Shareholders the circular convening the extraordinary general meeting, which will also contain the resolutions to be voted on thereat.

The Initial Placing has opened today and Shareholders will be provided with further details of the Initial Placing in due course. Prospective investors are invited to contact Liberum for further details of the Initial Placing.

For further information please contact:

Appendix A

Background to the Initial Placing and the Placing Programme

The Board, as advised by the Investment Manager, continues to be positive about the prospects for real estate credit markets. While the outlook for markets generally remains challenging, and acknowledging that there has been some economic uncertainty following last year's EU referendum result which caused a reduction in commercial property activity, it is the Investment Manager's view that the UK and German real estate markets in particular (and potentially other Western European real estate markets) continue to offer an attractive combination of reasonable underlying tenant demand, relatively liquid investment markets and a shortage of debt capital.

The Company intends to utilise the net proceeds of the Initial Placing to invest primarily in debt secured by commercial or residential properties in the United Kingdom and Western Europe which might take the form of (i) secured real estate loans, debentures or any other form of debt instrument and (ii) securitised tranches of secured real estate related debt securities, for example, RMBS and CMBS. 

In response to interest from investors and in light of the positive prospects for further investments by the Company in the short to medium term, the Board believes that the Initial Placing, as part of the Placing Programme of up to 65 million New Ordinary Shares over the next 12 months, is in the best interests of the Company and Shareholders as a whole.

Benefits of the Initial Placing and Placing Programme

The net placing proceeds of the Initial Placing and Placing Programme will be used for investment in new Real Estate Credit Investments which the Directors believe will provide:

· greater scope to expand and diversify the Investment Portfolio;

· a better position for the Company to take advantage of the investment opportunities which the Directors and the Investment Manager anticipate arising in the future;

· further rebalancing of the leverage from the outstanding Current Preference Shares in issue (which are due to be redeemed in September 2017);

· improved free float, which the Directors believe can enhance liquidity in the Ordinary Shares; and

· a reduction in the total expense ratio by spreading the Company's fixed running costs over a larger Ordinary Shareholder base.

The Initial Placing and Placing Programme

Pursuant to the Initial Placing, the Company intends to raise gross proceeds of £20 million. The price at which each New Ordinary Share will be issued pursuant to the Initial Placing will be 162.5 pence per New Ordinary Share. The New Ordinary Shares issued pursuant to the Initial Placing will not be entitled to the dividend for the quarter ended 31 December 2016 announced on 8 February 2016.

The Company has appointed Liberum as Sponsor and Bookrunner to procure placees to participate in the Initial Placing, including one investor who has committed to subscribe for up to £20 million of New Ordinary Shares, subject to some scaling back for such number of New Ordinary Shares as may be subscribed for by new and existing investors.

The Company intends to issue up to 65 million New Ordinary Shares pursuant to the Placing Programme, which will consist of the Initial Placing and, potentially, one or more subsequent Placings.

Subject to the requirements of the Listing Rules, the price at which each New Ordinary Share will be issued pursuant to subsequent Placings will be will be no less than the aggregate of the last published Net Asset Value per Ordinary Share at the time of issue and such sum as equates to the costs attributable to such issue and may, in the Directors' sole discretion, include a premium for subsequent Placings.

Dividend Policy

Preference Shares

The Company's available income and assets will first be used to pay the dividends on the Preference Shares when they become due and payable pursuant to the Articles.

Ordinary Shares

Subject to the payment of the Current Preference Dividend to the holders of the Current Preference Shares and the applicable requirements and restrictions contained in the Companies Law, the Company may consider making interim dividend payments to Ordinary Shareholders (which includes investors subscribing for New Ordinary Shares pursuant to the Placing Programme), having regard to the net income remaining after the payment of the Current Preference Dividends and potential reinvestment of cash or other uses of income, at a level the Directors deem appropriate, in their sole discretion, from time to time. There is no fixed date on which it is expected that dividends will be paid to Ordinary Shareholders. The Directors intend that the Company pays dividends to Ordinary Shareholders (which includes New Ordinary Shareholders) when it is able and appropriate to do so. It is the intention of the Company to continue to pay a regular, stable dividend with the prospect of additional or incremental payments as investment returns permit.

Reduction of Total Expense Ratio

Under the existing terms of the Investment Management Agreement, the Investment Manager is entitled to a management fee in relation to the Ordinary Shares of 1.25 per cent. per annum (accruing monthly) of the Adjusted NAV other than to the extent that such value is comprised of any investment where the underlying asset portfolio is managed by the Investment Manager and will be calculated and payable monthly in arrears (the "Management Fee"). "Adjusted NAV" is an amount equal to the prevailing Net Asset Value calculated in accordance with the Company's accounting policies increased by an amount equal to the number of Preference Shares in issue (excluding Preference Shares held in treasury) multiplied by the Preference Share Notional Value.

The Current Preference Shares are scheduled to be redeemed on 17 September 2017, which will lead to a reduction in the Adjusted NAV. Therefore, following 17 September 2017 and on the assumption that no further Preference Shares are issued, there will be a reduction in the total expense ratio of the Company as the Management Fee will be payable on the reduced Adjusted NAV and, all other things being held equal, the total expense ratio will remain at this reduced level until such point as the Company issues new Preference Shares.

Proposed amendments to the Company's Investment Objective and Policy

The Existing Investment Objective and Policy of the Company evolved from the legacy investment policy language that has been employed by the Company from its inception. The Board and the Investment Manager wish to seek Shareholder approval to update the Investment Objective and Policy (including leverage policy) to better reflect the current Investment Portfolio and strategy. The key changes which the Board considers to be material are:

· a change to the Company's leverage policy to allow for long term finance to be used to allow the Company to take advantage of investment opportunities where previously it may not have had sufficient liquidity;

· a clarification of the types of investments which fall within the meaning of 'Real Estate Credit Investments'; and

· to reflect more accurately the current Investment Portfolio and strategy, a clarification that the majority of the Company's investments will be in the UK and Germany, but noting that the Company retains the ability to invest in other jurisdictions in Western Europe.

Proposed Investment Objective and Policy

Investment objective

The investment objective of the Company is to provide Ordinary Shareholders with exposure to a diversified portfolio of Real Estate Credit Investments (defined below) and to provide Preference Shareholders with stable returns in the form of quarterly dividends.

Asset allocation

To achieve the investment objective, the Company invests and will continue to invest in real estate credit secured by commercial or residential properties in Western Europe, focussing primarily in the United Kingdom and Germany ("Real Estate Credit Investments"). The Real Estate Credit Investments may take different forms but are likely to be:

· secured real estate loans, debentures or any other forms of debt instruments (together "Secured Debt"). Secured real estate loans are typically secured by mortgages over the property or charges over the shares of the property-owning vehicle. Individual Secured Debt investments will have a weighted average life profile ranging from six months to 15 years. Investments in Secured Debt will also be directly or indirectly secured by one or more commercial or residential properties, and shall not exceed a loan to value ("LTV") of 85 per cent. at the time of investment;

· listed debt securities and securitised tranches of real estate related debt securities, for example, residential mortgage-backed securities and commercial mortgage-backed securities (together "MBS"), for the avoidance of doubt, this does not include equity residual positions in MBS;

· other direct or indirect opportunities, including equity participations in real estate, save that no more than 20 per cent. of the Total Assets will be invested in positions with an LTV in excess of 85 per cent. or in equity positions that are uncollateralised. On certain transactions the Company may be granted equity positions as part of its loan terms. These positions will come as part of the Company's overall return on its investments and may or may not provide extra profit to the Company depending on market conditions and the performance of the loan. These positions are deemed collateralised equity positions. All other equity positions that the Company may invest in are deemed uncollateralised equity positions.

Risk diversification

At any given time, certain geographic areas, asset types or industry sectors may provide more attractive investment opportunities than others and, as a result, the Investment Portfolio may be concentrated in those geographic areas, asset types or industry sectors. However, the Company will seek to create a diversified portfolio of investments. It will regularly monitor the extent to which the Investment Portfolio is concentrated in any particular country, region or servicer and the Investment Manager may re-balance the Investment Portfolio as and when it deems it necessary. The Company has adopted guidelines for investments and borrowings to the effect that, except in the case of cash deposits awaiting investment:

· no more than 20 per cent. of Total Assets will be lent to or invested in any one group of companies at the time the investment or loan is made;

· no more than 10 per cent. of Total Assets will be invested in other listed investment companies (including listed investment trusts), except where the investment companies themselves have stated investment policies to invest no more than 15 per cent. of their total assets in other listed investment companies (including listed investment trusts);

· no more than 15 per cent. of Total Assets will be invested in other listed investment companies (including listed investment trusts), regardless of their investment policies and the Company will not take legal control, or seek to take legal control, or be actively involved in the management of, any companies or businesses in which it invests, except for:

o any SPVs it may establish, should the Board conclude that exercising control or management over such entity is in the best interests of the Company; and

o pursuant to the exercise of rights as a consequence of the Group taking steps to preserve or enforce its security in relation to a particular investment.

The Company will not, to a significant extent, be a dealer in investments and neither the Company nor any member of its Group will conduct trading activity which is significant in the context of the Group as a whole.

Company leverage

The Company will limit Company-level recourse leverage for investment purposes to 40 per cent. of NAV. The Preference Shares represent a form of Company-level recourse leverage for investment purposes and are included in this 40 per cent. of NAV limit. Holders of Preference Shares are entitled to receive a preferred income return and, on a winding up of the Company, to receive a preferred return of capital ahead of the holders of Ordinary Shares. To this extent, the rights of Ordinary Shareholders to income and capital are geared by the presence of the Preference Shares. In calculating the Company's leverage for the above, any liabilities incurred under the Company's foreign exchange hedging arrangements shall be disregarded.

In addition to the Company-level recourse leverage, the Company has the ability to utilise a working capital facility, subject to a maximum limit of 10 per cent. of NAV.

Hedging and use of derivatives

The Company's policy is to hedge currency risk on a case by case basis and also, where the Investment Manager considers it appropriate, on a portfolio basis. The Company may bear a level of currency risk that could otherwise be hedged where it considers that bearing such risks is appropriate. Ordinary Shareholders should not expect that all currency risks that arise from time to time in the Investment Portfolio will be hedged. As at the date of this Prospectus, the Company uses a combination of Sterling:Euro options and forwards to hedge its currency exposure.

The Company may, but shall not be obliged to, enter into hedging arrangements in respect of interest rate fluctuations and certain macro risks that may affect the value of the Investment Portfolio.

Save where the Company enters into swap arrangements to gain exposure to an underlying cash asset or assets, or to comply with asset transfer restrictions or similar legal restrictions which prevent the Company from owning a target investment directly, derivative transactions will only be used for the purpose of efficient portfolio management. However, the Company will not make investments via derivatives unless the Company has fully collateralised the derivative position or cannot be exposed to margin calls.

The Company will not enter into derivative transactions for speculative purposes.

A substantial portion of the Investment Portfolio will be denominated in Sterling and Euro. The Company may, and currently does, hedge this exposure, although it is not obliged to do so.

DEFINITIONS

In this announcement the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

Important notice

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement does not constitute and may not be construed as an offer to sell or issue, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. Potential 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. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

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 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 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 Internal Revenue Code of 1986, as amended (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 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.