Urban Logistics Regulatory News (SHED)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). 

09 July 2021

Urban Logistics REIT plc

("Urban Logistics" or the "Company")

Result of Placing and PrimaryBid Offer

Further to the Company's announcements on 30 June 2021, the Board of Urban Logistics, the specialist UK Logistics REIT, is pleased to announce that it is has raised gross proceeds of c.£108.3 million pursuant to the Placing and the PrimaryBid Offer.

The Placing was materially oversubscribed above the £108 million target and a scaling back exercise in respect of the Placing was therefore carried out. A total of 65,870,766 Placing Shares (c.£102.1 million) in the Company have been conditionally placed by Singer Capital Markets, Panmure Gordon and Alvarium (the "Joint Bookrunners") with new and existing investors at an Issue Price of 155 pence per Ordinary Share.

In addition, taking into account the strong demand from retail investors in the PrimaryBid Offer, a total of 4,000,000 PrimaryBid Shares (£6.2 million) in the Company have been conditionally placed by PrimaryBid at the Issue Price, being the maximum number of shares available in the PrimaryBid Offer. The Company values its retail investor base and welcomes 116 existing and 395 new shareholders who have invested via PrimaryBid in the PrimaryBid Offer.

Nigel Rich CBE, Independent Non-Executive Chairman, said:

"I am delighted to announce that the Placing and PrimaryBid Offer were both materially oversubscribed. Recognising the importance of our retail shareholders, I'm pleased to say we have satisfied the PrimaryBid subscription in full. On behalf of the Board, I would like to thank our existing and new shareholders for their support. The urban logistics sector continues to benefit from long term structural momentum created by the growth in e-commerce. This significant injection of capital will enable the Company to continue its growth and capture a pipeline of attractive assets. We look forward to updating shareholders further on these acquisitions in due course."

Completion of the Placing and the PrimaryBid Offer is subject to, inter alia, shareholder approval to enable the allotment of the balance of New Ordinary Shares not being allotted and issued under existing shareholder authorities, which will be sought at the Annual General Meeting of the Company to be held at 124 Sloane Street, London, SW1X 9BW at 10:00 a.m. on 12 July 2021.

Directors' participation in the Placing

The following Directors have subscribed for New Ordinary Shares pursuant to the Placing as outlined below:

1. Assuming 69,870,766 New Ordinary Shares are issued pursuant to the Issue

2. Pacific Industrial LLP holds Ordinary Shares pursuant to the Company's long-term incentive plan and, inter alios, Richard Moffitt is a member of Pacific Industrial LLP and therefore has an interest in such shares.

An application has been made to the London Stock Exchange for admission to trading of 69,870,766 new Ordinary Shares on AIM ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 13 July 2021 and that dealings in the new Ordinary Shares will commence at the same time. The Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue. For the avoidance of doubt, the New Ordinary Shares issued pursuant to the Placing and the PrimaryBid Offer will not be eligible to receive the second interim dividend of 4.35 pence declared on 9 June 2021 and payable to shareholders on the register at the close of business on 18 June 2021.

Following Admission, the total issued share capital of the Company will be 324,916,587 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. The above 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein, capitalised terms in this announcement shall have the meaning given to them in the Proposed Equity Raise and PrimaryBid Offer announcements of the Company dated 30 June 2021.

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IMPORTANT NOTICE

This announcement contains inside information for the purposes of Article 7 of MAR. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging the release of this announcement on behalf of the Company is Pacific Capital Partners Limited.

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

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.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, New Zealand, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Canada, New Zealand, Japan, South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group, Pacific Investments Management Limited, the Manager, Singer Capital Markets Advisory LLP ("Singer Capital Markets"), Panmure Gordon (UK) Limited ("Panmure Gordon"), Alvarium Securities Limited ("Alvarium") or Kinmont Limited ("Kinmont") or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this announcement.

Singer Capital Markets, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority ("FCA") and is acting as nominated adviser and joint broker to the Company. Singer Capital Markets is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Singer Capital Markets' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person. No representation or warranty, express or implied, is made by Singer Capital Markets as to, and no liability is accepted by Singer Capital Markets in respect of, any of the contents of this announcement.

Panmure Gordon is authorised and regulated in the UK by the FCA and is acting as joint broker to the Company. Panmure Gordon is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Panmure Gordon as to, and no liability is accepted by Panmure Gordon in respect of, any of the contents of this announcement.

Alvarium is authorised and regulated in the UK by the FCA and is acting as joint bookrunner to the Company in connection with the Placing. Alvarium is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Alvarium as to, and no liability is accepted by Alvarium in respect of, any of the contents of this announcement.

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 applicable securities laws and regulations 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 and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate'', "believe", "may", "will", "should", "intend", "plan", "assume'', "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the current beliefs and expectations of the directors of the Company and/or the Manager and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, 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.

The information contained in this announcement speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained to this announcement, whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the London Stock Exchange or by applicable law. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results.