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.

Yew Grove REIT plc

(the "Company" or "Yew Grove")

Result of Placing

Successful Placing raising gross proceeds of approximately €25.8 million

On 22 November 2019 Yew Grove REIT plc (LSE:YEW, Euronext Growth:YEW), which owns a diversified portfolio of Irish commercial property assets, announced details of the proposed placing of approximately 20 million New Shares of €0.01, each at a price of €0.97 (the "Placing") (the "Launch Announcement").

The Placing was conducted by way of a bookbuild. The book building process has now closed and the Company is pleased to announce that approximately 26.6 million Placing Shares have been conditionally placed by Goodbody with certain existing and new institutional and other investors at an issue price of €0.97 per share, raising gross proceeds of approximately €25.8 million for the Company.

The Placing and settlement

The Placing Shares, when issued, will represent approximately 23.8 per cent. of the Company's issued ordinary share capital as enlarged by the Placing.

The Placing Shares, when issued, will be credited as 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 of the Placing Shares.

The Placing is conditional, inter alia, on the Admission of the Placing Shares to AIM and Euronext Growth and the Placing Agreement not being terminated in accordance with its terms. Application has been made for the Placing Shares to be admitted to trading on both markets. It is expected that Admission will become effective and that dealings in the Placing Shares will commence on 6 December 2019.

Settlement for the Placing Shares is expected to take place on or before 8.00 a.m. on 6 December 2019.

Directors' and PDMR participation in the Placing

The following Directors and PDMRs participated in the Placing.

Goodbody has conditionally placed 26,572,210 Placing Shares. Following Admission, the total issued share capital of the Company will be 111,572,210 Ordinary Shares of €0.01 each. This 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 applicable legal and regulatory requirements.

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

Enquiries:

IMPORTANT NOTICES

This 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 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 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 Placing Shares is being made in the United States.

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for 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 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 Sole Bookrunner, the Nomad, the Euronext Growth Advisor or the Placing Agent or any of their respective affiliates that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

This Announcement is subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. This Announcement is directed only at professional investors in the following member states: Ireland, the United Kingdom, Belgium, the Netherlands and Luxembourg (together the "Eligible Member States"). The Investment Manager has not registered a passport for marketing under the passporting programme set out in the AIFMD in any other member state (each an "Ineligible Member State"). This Announcement may not be distributed in any Ineligible Member State and no offers subsequent to it may be made or accepted in any Ineligible Member State.

This 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 of Regulation (EU) 2017/1129 of the European Parliament and of the Council; (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 Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this 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 Announcement should seek appropriate advice before taking any action.

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 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 Placing and/or any other matter referred to in this Announcement.

Investec Bank plc, which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the Financial Conduct Authority and the PRA, and Investec Europe Limited trading as Investec Europe which is authorised and regulated in Ireland by the Central Bank of Ireland, are each acting only for the Company in connection with any matter referred to in this Announcement and are not, and will not be, responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for providing advice in relation to any matter referred to in this Announcement.

Any indication in this Announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares to be issued pursuant to the Placing and the Share Issuance Programme will not be admitted to trading on any stock exchange other than AIM and Euronext Growth.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been issued by and is the sole responsibility of the Company. To the fullest extent permissible by law or regulation, none of the Sole Bookrunner, the Nomad, the Euronext Growth Advisor, nor the Placing Agent nor any of their respective affiliates accept any responsibility whatsoever for the contents of the information contained in this Announcement or for any other statement made or purported to be made by or on behalf of the Sole Bookrunner, the Nomad, the Euronext Growth Advisor, or the Placing Agent or any of their respective affiliates in connection with the Company, the Placing Shares or the Share Issuance Programme and/or any other matter referred to in this Announcement. To the fullest extent permissible by law or regulation, the Sole Bookrunner, the Nomad, the Euronext Growth Advisor, and the Placing Agent and each of their respective affiliates accordingly disclaim all and any liability (save for statutory liability), whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and to the fullest extent permissible by law or regulation no representation or warranty, express or implied, is made by the Sole Bookrunner, the Nomad, the Euronext Growth Advisor, or the Placing Agent or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

In connection with the Placing, each of the Sole Bookrunner, the Nomad, the Euronext Growth Advisor, and the Placing Agent and any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise.

This 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 Placing Shares. Any investment decision to subscribe for Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Sole Bookrunner the Nomad, the Euronext Growth Advisor, or the Placing Agent.

This Announcement may contain certain forward-looking statements with respect to the financial condition, results of operations and business of the Company 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 Announcement 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 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 Announcement 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 Announcement.

The statements contained in this Announcement are made as at the date of this Announcement, 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 Announcement might not occur. Publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since the date of this Announcement.

No statement in this 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 Announcement does not constitute a recommendation concerning any investor's options with respect to the 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 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 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 Placing Shares have been subject to a product approval process, which has determined that the 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Sole Bookrunner, the Nomad, the Euronext Growth Advisor, or the Placing Agent 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 Placing Shares.

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