Urban Logistics Regulatory News (SHED)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANANDA OR JAPAN.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF URBAN LOGISTICS REIT PLC.

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED, AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OR STATE WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

30 June 2021

Urban Logistics REIT plc

("Urban Logistics" or the "Company") (LON: SHED)

PrimaryBid Offer

Urban Logistics (LON: SHED) the AIM quoted property investment company, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "PrimaryBid Offer") of up to 4 million new ordinary shares of 1 pence each in the Company ("PrimaryBid Shares") at an issue price of 155 pence per PrimaryBid Share (the "Issue Price"), being a discount of 5.2 per cent to the closing mid-price on 29 June 2021. The Company is also conducting a placing of new ordinary shares at the Issue Price by way of an accelerated bookbuild process (the "Placing") as announced earlier today.

The PrimaryBid Offer and the Placing are conditional on the new ordinary shares to be issued pursuant to the PrimaryBid Offer and the Placing being admitted to trading on AIM ("Admission"). Admission is expected to be take place at 8.00 a.m. on 13 July 2021. The PrimaryBid Offer will not be completed without the Placing also being completed.

Urban Logistics' existing funds are fully invested or committed and the Company has a strong pipeline of attractive off-market opportunities, introduced by its manager, which fit its investment criteria, with a weighted average net initial yield ("NIY") of c.6.1 per cent and average rent per square foot of c.£5.40.

The Company expects the net proceeds of the Placing and the PrimaryBid Offer to be deployed within approximately 3 months of receipt of funds and that the underlying transactions will be accretive to earnings per share from the first full financial year after the Placing and the PrimaryBid Offer.

On 9 June 2021 Urban Logistics confirmed that the Board aspires to reach a level of market capitalisation that will justify a move to a Premium Listing on the Main Market of the London Stock Exchange in the near future. In contemplation of a successful placing and assuming no material change in business conditions the Board anticipates a move to the Main Market will take place either with, or prior to, the publication of the audited financial results for the current financial year.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to individual and institutional investors following the release of this announcement. The PrimaryBid Offer is expected to close no later than 5.00 p.m. on 8 July 2021. The PrimaryBid Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the PrimaryBid Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for PrimaryBid Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or email PrimaryBid at enquiries@primarybid.com. 

The PrimaryBid Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors in the United Kingdom the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available in the United Kingdom exclusively through the PrimaryBid mobile app.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority. The PrimaryBid Offer is not being made into any jurisdiction other than the United Kingdom.

There is a minimum subscription of £250 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for PrimaryBid Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for PrimaryBid Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for PrimaryBid Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the PrimaryBid Shares if they are in any doubt. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.