YEW.L Regulatory News (YEW)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE UNITED KINGDOM, BELGIUM, THE NETHERLANDS OR LUXEMBOURG (TOGETHER "ELIGIBLE MEMBER STATES), AND THEN, ONLY TO PERSONS IN ELIGIBLE MEMBER STATES WHO ARE NOT RETAIL INVESTORS) OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

Yew Grove REIT plc

(the "Company" or "Yew Grove")

Result of Placing

Notice of Extraordinary General Meeting

On 13 June 2019 Yew Grove REIT plc (LSE:YEW, Euronext:YEW), which owns a diversified portfolio of Irish commercial property assets, announced details of the proposed issue of up to 100 million New Shares in a number of Tranches, through a 12 month Share Issuance Programme. The Launch Announcement included details of the proposed placing of between 8.0 million and 10.0 million Initial Placing Shares of €0.01 each, representing the Initial Placing.

Capitalised terms used in this announcement (this "Results Announcement"), which have not been defined have the meanings given to them in the Launch Announcement, unless the context provides otherwise.

The Initial Placing was conducted by way of a bookbuild. The Bookbuilding Process has now closed and the Company is pleased to announce that a total of 10 million Initial Placing Shares have been conditionally placed with certain existing and new institutional and other investors at an issue price of €1.00 per share (the "Placing Price"), raising approximately €10 million (before expenses) for the Company.

The Placing and settlement

The Initial Placing Shares, when issued, will represent approximately 11.76 per cent. of the Company's issued ordinary share capital as enlarged by the Initial Placing. 

The Initial Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue (but for the avoidance of doubt shall not have an entitlement to the 2019 second quarter dividend, which is expected to be announced on 26 June 2019).

Application will be made for the Initial Placing Shares to be admitted to trading on AIM and Euronext Growth. It is expected that Admission will become effective and that dealings in the Initial Placing Shares will commence on 12 July 2019 (which is slightly later than originally envisaged in the Launch Announcement).

The Initial Placing is conditional upon, inter alia, the Resolutions required to implement the Share Issuance Programme being duly passed by shareholders of the Company at the EGM (which shall now take place on 11 July 2019), Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

A shareholder circular (the "Circular") containing, amongst other things, the notice of the General Meeting was published by the Company and sent to Shareholders on 13 June 2019. A letter will be issued to all Shareholders later today informing them that the date of the EGM of the Company to be held in connection with the proposal to issue New Shares will now be held on 6th floor, 2 Grand Canal Square, Dublin 2 on 11 July 2019 at 11.00 a.m., rather than on 5 July 2019 as previously advised. Enclosed with the letter which will issue today will be a revised timetable of principal events, a new notice of EGM and a new Form of Proxy.

The meeting on 5 July 2019 will no longer take place and the meeting on 11 July 2019 will deal with the matters referred to in the Circular.

Shareholders who intend to vote by proxy should use the Form of Proxy which will be sent to them today, not the Form of Proxy previously issued.

Settlement for the Initial Placing Shares and Admission is now expected to take place on or before 8.00 a.m. on 12 July 2019.

Directors' and PDMR participation in the Initial Placing

The following Directors and PDMRs participated in the Initial Placing

Enquiries

Notes to editors:

Yew Grove REIT is an Irish commercial real estate company invested in a diversified portfolio of Irish commercial property, with a particular focus on well-tenanted commercial real estate assets comprising office and industrial assets let to Irish government entities and other state bodies, IDA Ireland supported and other FDI companies, and larger corporates.

IMPORTANT NOTICES

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

This Results Announcement does not constitute or form part of any offer to sell, or any solicitation of an offer to buy, securities in the United States. Securities may not be offered or sold in the United States absent (i) registration under the Securities Act or (ii) an available exemption from registration under the Securities Act. The Initial Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Initial Placing Shares is being made in the United States.

This Results Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Initial Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, New Zealand, Japan, the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This Results Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, the Joint Bookrunners or the Placing Agent or any of their respective affiliates that would permit an offer of the Initial Placing Shares or possession or distribution of this Results Announcement or any other publicity material relating to such Initial Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Results Announcement are required to inform themselves about and to observe any such restrictions.

This Results Announcement is directed at and is only being distributed to: (A) persons in member states of the European Economic Area who are "qualified investors", as defined in article 2.1(e) of the Prospective Directive (Directive 2003/71/EC) as amended, (B) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "FPO") or fall within the definition of "high net worth companies, unincorporated associations etc" in article 49(2)(a) to (d) of the FPO and (ii) are "qualified investors" as defined in section 86 of FSMA or (C) otherwise to persons to whom it may otherwise lawfully be communicated (each, a "Relevant Person"). No other person should act or rely on this Results Announcement and persons distributing this Results Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Results Announcement, you represent and agree that you are a Relevant Person.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Results Announcement should seek appropriate advice before taking any action.

Investec, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA, and Investec Bank plc (Irish Branch) which is authorised by the PRA in the United Kingdom and is regulated by the Central Bank of Ireland for conduct of business rules, are acting only for the Company in connection with the Initial Placing and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Results Announcement.

Goodbody, which is authorised and regulated in Ireland by the Central Bank of Ireland, is only acting for the Company in connection with the Share Issuance Programme and the Initial Placing and is not, and will not be, responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Initial Placing and/or any other matter referred to in this Results Announcement.

This Results Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Initial Placing Shares. Any investment decision to subscribe for Initial Placing Shares in the Initial Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners or the Placing Agent.

This document may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Group and certain plans and objectives of the Board. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often include words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would" or "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the Board in light of its experience and perception of historical trends, current conditions, expected future developments and other factors it believes appropriate. Nothing contained in this document shall be deemed to be a forecast, projection or estimate of the future financial performance of Yew Grove except where expressly stated and no statement in this Results Announcement should be interpreted to mean that earnings per Ordinary Share for the current or future financial years would necessarily match or exceed the historical published earnings per Ordinary Share.

By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this document could cause actual results or developments to differ materially from those expressed in or implied by such forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in general economic and business conditions, changes in interest rates, introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and other factors, and therefore undue reliance should not be placed on such statements. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document.

The statements contained in this document are made as at the date of this document, unless some other time is specified in relation to them. Except as required by the Financial Conduct Authority, the London Stock Exchange, the AIM Rules, the Euronext Growth Rules, the Disclosure Guidance and Transparency Rules or applicable law, Yew Grove does not have any obligation to update or revise publicly any statement, whether as a result of new information, further events or otherwise. Except as required by the AIM Rules, the Euronext Growth Rules, the Disclosure Guidance and Transparency Rules or applicable law, Yew Grove expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any statement contained herein to reflect any change in Yew Grove's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this document might not occur. Publication of this document shall not give rise to any implication that there has been no change in the facts set out in this document since the date of this document.

No statement in this Results Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of shares acquired. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

This Results Announcement does not constitute a recommendation concerning any investor's options with respect to the Initial Placing. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance. The contents of this Results Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not entitled to participate in the Initial Placing.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Initial Placing Shares have been subject to a product approval process, which has determined that the Initial Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Initial Placing Shares may decline and investors could lose all or part of their investment; the Initial Placing Shares offer no guaranteed income and no capital protection; and an investment in the Initial Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Initial Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Initial Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Initial Placing Shares and determining appropriate distribution channels.