19 Mar 2020 07:00
19 March 2020
Secure Income REIT Plc
(the "Company")
Issue of Shares in connection with pre-existing arrangements
As disclosed in the Company's annual results announcement issued on 12 March 2020, the Company has an obligation to issue shares to the Company's Investment Adviser under incentive fee arrangements entered into at the time of the Company's listing in June 2014. This follows the Company reporting total accounting return and total shareholder return for the 2019 financial year of 11.7%, which exceeds the 10% priority return to shareholders. Consequently, the Company will issue 1,184,551 new ordinary shares of 10 pence each ("Shares") to Prestbury Investment Partners Limited ("Prestbury Investment Partners", the company which replaced Prestbury Investments LLP as investment adviser as announced on 10 December 2019). Full details of the calculation of the fee entitlement are disclosed in the announcement made on 12 March 2020 of the Company's 2019 results.
Following the issue of the Shares, Prestbury Investment Partners will have a total shareholding in the Company of 1,184,551 ordinary shares, representing 0.4% of the Company's voting rights. The Shares received by Prestbury Investment Partners will not be permitted to be disposed for a minimum of 18 months and up to 42 months from 31 March 2020, save under certain limited circumstances including a sale of shares if required to fund payment of the tax liability arising on receipt of the fee. It is not currently intended that shares will be sold to meet the tax liability arising.
A subsidiary of Prestbury Investments LLP, Prestbury Incentives Limited, holds 19,059,132 ordinary shares previously received under the incentive fee arrangements for prior periods. Prestbury Incentives is under the same ownership and control as Prestbury Investment Partners. Furthermore, Nick Leslau, Mike Brown and Sandy Gumm, which are shareholders in and directors of both Prestbury Investment Partners and Prestbury Incentives, hold shares directly and in entities controlled by them. The total holding of the management team, following the issue of the 2019 incentive shares, will therefore be:
Prestbury Incentives Limited | 19,059,132 |
Nick Leslau | 18,342,009 |
Prestbury Investment Partners Limited | 1,184,551 |
Mike Brown | 1,183,580 |
Sandy Gumm | 192,574 |
Management team shares held | 39,961,846 |
Total shares to be in issue | 324,035,146 |
Management team percentage holding | 12.3% |
Application has been made for the 1,184,551 Shares to be admitted to trading on AIM and admission is expected to be effective at 8.00 a.m. on or around 20 March 2020.
Following the allotment of the Shares and in accordance with the Disclosure Guidance and Transparency Rules, the Company's issued voting ordinary share capital will comprise 324,035,146 ordinary shares. There are no Shares held 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 ordinary share capital of the Company under the Disclosure and Transparency Rules.
The Company's LEI is: 213800M1VI451RU17H40
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
| Prestbury Investment Partners Limited | |||
2
| Reason for the notification
| ||||
a)
| Position/status | PCA of Nick Leslau (Director) | |||
b)
| Initial notification /Amendment
| Initial | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name | Secure Income REIT Plc | |||
b)
| LEI
| 213800M1VI451RU17H40 | |||
4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | ||||
a)
| Description of the financial instrument, type of instrument | Ordinary shares | |||
Identification code | GB00BLMQ9L68 | ||||
b)
| Nature of the transaction
| Issue of equity | |||
c)
| Price(s) and volume(s) | ||||
Price(s) | Volume(s) | ||||
n/a | 1,184,551 | ||||
d)
| Aggregated information | ||||
- Aggregated volume | 1,184,551 shares | ||||
- Price | n/a | ||||
e)
| Date of the transaction
| 20 March 2020 | |||
f)
| Place of the transaction | Off market | |||
For further information on the Company, please contact:
Secure Income REIT Plc | +44 20 7647 7647 |
Nick Leslau Mike Brown Sandy Gumm
| enquiries@SecureIncomeREIT.co.uk |
Stifel Nicolaus Europe Limited (Nominated Adviser) |
+44 20 7710 7600 |
Stewart Wallace | stifelsecureincomereit@stifel.com |
FTI Consulting (PR Adviser) Dido Laurimore Claire Turvey Eve Kirmatzis |
+44 20 3727 1000 SecureIncomeREIT@fticonsulting.com |
About Secure Income REIT Plc:
Secure Income REIT specialises in generating long term, inflation protected, secure income from real estate investments. Its investment strategy is designed to satisfy investors' growing requirements for high quality, safe, inflation protected income flows.
At 31 December 2019, the Group's investment property portfolio was valued at £2.1 billion, producing £110.7 million per annum of rental income from long term leases with a weighted average unexpired term to expiry of 21.0 years with no breaks. All rental income is subject to fixed uplifts or RPI upwards only rent reviews with 59% of rental income subject to RPI-linked reviews and 41% having fixed uplifts.
The Group's portfolio comprises key operating assets let to strong businesses in defensive sectors with high barriers to entry. The upwards only RPI-linked rent reviews and fixed rental uplifts combine with fixed cost debt to drive healthy dividend growth, creating attractive and predictable returns.
The Company is advised by Prestbury Investment Partners Limited, owned by the team which advised Max Property Group Plc until August 2014, when all of the assets of Max Property Group Plc were sold to Blackstone Group. Prestbury is owned and run by a team of real estate and finance professionals including Nick Leslau, Mike Brown, Tim Evans, Ben Walford and Sandy Gumm.
The Company's Board is chaired by Martin Moore together with three further independent Directors: Leslie Ferrar, Jonathan Lane and Ian Marcus, as well as three members of the Prestbury Team: Nick Leslau, Mike Brown and Sandy Gumm.
The Company is a UK REIT which floated on the AIM market of the London Stock Exchange in June 2014.
The Company's LEI is 213800M1VI451RU17H40.
Further information on Secure Income REIT is available at www.SecureIncomeREIT.co.uk.