22 Mar 2016 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, SOUTH AFRICA OR AUSTRALIA OR ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
22 March 2016
Secure Income REIT Plc
Results of Secondary Placing
On 3 March 2016, the Board of Secure Income REIT Plc (the "Company") announced a proposed secondary placing of ordinary shares in the Company to institutional investors (the "Placing").
The Company is pleased to announce that the Placing was oversubscribed within the price range and the maximum 110,735,013 Ordinary Shares available under the Placing (representing 61.4 per cent. of the Company's issued share capital) have been sold by the Selling Shareholders at 255 pence per Ordinary Share.
The Pricing Statement relating to the Placing is available on the Company's website at www.SecureIncomeREIT.co.uk.
Commenting on the Placing, Martin Moore, Chairman of the Company, said:
"The success of the Placing is testament to the appeal of Secure Income REIT as an investment which offers a progressive dividend to shareholders derived from income generated by a portfolio of high quality real estate assets let on long leases, and managed by a fully aligned manager in Prestbury.
"Following the successful Placing, we expect our broader base of institutional shareholders will provide improved flexibility as we begin to put into action the Board's ambitious plans for growth by targeting significant value accretive acquisition opportunities."
FOR FURTHER INFORMATION, PLEASE CONTACT:
Secure Income REIT Plc Nick Leslau Sandy Gumm Mike Brown
| +44 20 7647 7647 |
Stifel Nicolaus Europe Limited (Joint Global Co-ordinator, Joint Bookrunner and Nominated Adviser) Mark Young David Arch Tom Yeadon
| +44 20 7710 7600 |
Goldman Sachs International (Joint Global Co-ordinator and Joint Bookrunner) Stephen Little William Smiley
| +44 20 7774 1000 |
FTI Consulting Richard Sunderland Claire Turvey
| +44 20 3727 1000 |
This announcement should be read in conjunction with the full text of the Disclosure Document dated 14 March 2016 and the Pricing Statement dated today's date, each published in connection with the Placing and available on the Company's website at www.SecureIncomeREIT.co.uk. Defined terms used in this announcement shall (unless the context otherwise requires) have the same meaning as set out in the Disclosure Document.
Placing Statistics
Placing Price (per Ordinary Share) | 255p |
Number of Ordinary Shares in issue at the date of this announcement | 180,344,228 |
Number of Ordinary Shares to be sold by the Selling Shareholders pursuant to the Placing | 110,735,013 |
Market capitalisation at the Placing Price | £459.9 million |
Placing Shares as a percentage of the Issued Share Capital | 61.4 per cent |
Number of Ordinary Shares to be held by the Prestbury Group and Prestbury Directors immediately following the Placing | 32,982,577(1) |
Number of Ordinary Shares to be held by the Prestbury Group and Prestbury Directors immediately following the Placing as a percentage of the Issued Share Capital | 18.3 per cent |
Value at the Placing Price of the Ordinary Shares to be held by the Prestbury Group and Prestbury Directors immediately following the Placing | £84.1 million |
ISIN | GB00BLMQ9L68 |
(1) In addition, Nick Leslau is a beneficiary of the Saper Trust which holds 57,471 Ordinary Shares. Further details of the Saper Trust are included in paragraph 15 of Part 1 of the Disclosure Document.
IMPORTANT INFORMATION
The content of this announcement has been prepared by and is the sole responsibility of the Company.
This announcement is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
The information contained in this announcement is for background 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 does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or other securities of the Company in any jurisdiction, including the United States, Canada, Japan, South Africa or Australia or in any jurisdiction in which such offer or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The Placing and the distribution of this announcement and other information in connection with the Placing in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution 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.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing part or all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Placing. The value of the Company's shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the Placing for the person concerned. Past performance cannot be relied upon as a guide to future performance.
This announcement is not for distribution, directly or indirectly, in whole or in part, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Japan, South Africa or Australia or any other jurisdiction where it is unlawful to distribute this announcement. In particular, this announcement is not an offer of securities for sale in the United States. The securities proposed to be sold have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities referred to herein in any jurisdiction, including in the United States, Canada, Japan, South Africa or Australia. The securities referred to herein have not been registered under the applicable securities laws of Canada, Japan, South Africa or Australia and, subject to certain exceptions, may not be offered or sold within Canada, Japan, South Africa or Australia or to any national, resident or citizen of Canada, Japan, South Africa or Australia.
Goldman Sachs International ("Goldman Sachs"), which is authorised in the United Kingdom by the Prudential Regulatory Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, is acting as joint global coordinator and joint bookrunner in connection with the matters referred to herein, and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the contents of the announcement or any transaction or arrangement referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the FCA, is acting as joint global coordinator, joint bookrunner and nominated adviser connection with the matters referred to herein, and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the contents of the Presentation or any transaction or arrangement referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed on Goldman Sachs or Stifel by the FSMA or the regulatory regime established thereunder, neither Goldman Sachs nor Stifel accepts any responsibility whatsoever, and makes no representation or warranty, express or implied, in relation to the contents of the announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company, the directors, the Company's investment adviser or any other person in connection with the Company, the Placing, the shares or the matters referred to herein, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Goldman Sachs and Stifel accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the announcement or any such statement.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.