Results of the Placing
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, INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA,
NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA, ANY MEMBER STATES OF THE EEA (OTHER
THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT IS
FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO
PURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS OF
ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A
SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF
ANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT PROSPECTUSES
CAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE.
PICTON PROPERTY INCOME LIMITED
("Picton" or the "Company")
RESULTS OFPLACING
Further to the announcement dated 1st December 2014, the Board of Picton is
pleased to announce the successful issue of 39,215,686 new ordinary shares by
way of a placing (the "Placing") pursuant to the terms and conditions of the
Placing Programme established underthe prospectus issued by the Company dated 1
May 2014 (as amended).
A total of 39,215,686ordinary shares (the "New Shares") have beenplaced,
subject to Admission, by J.P. Morgan Cazenove ("JPMC") and Oriel Securities
Limited ("Oriel") at a price of 63.75 pence per share, raising grossproceeds of
approximately £25million.
The New Shares will, when issued, be credited as fully paid and will rank
paripassu in all respects with the existing Ordinary Shares, (save for
anydividends or other distributions declared, made or paid on the Ordinary
Sharesby reference to a record date prior to the allotment of the relevant
NewShares).
Application has been made for the new shares to be admitted to the premium
segment of the Official List of the Financial Conduct Authority (the "FCA") and
to trading on the main market for listed securities of the London Stock
Exchange ("Admission"). It is expected that Admission will become effective and
unconditional dealings in the new ordinary shares will commence at 8.00am on 22
December 2014.
Following Admission, the number of ordinary shares that the Company has inissue
will be 478,407,449. The total number of voting rights of the Companywill be
478,407,449and this figure may be used by shareholders as thedenominator for
the calculations by which they will determine if they arerequired to notify
their interest in, or a change to their interest in theCompany, under the
Disclosure and Transparency Rules.
The New Shares will be issued in registered form and may be held
inuncertificated form. The New Shares allocated will be issued to Placees
throughthe CREST system unless otherwise stated. The New Shares will be
eligible forsettlement through CREST with effect from Admission.
Commenting, Nick Thompson, Chairman of Picton said:
"We are pleased to have successfully completed this further tranche of our
Placing Programme, with support from new and existing shareholders. In terms of
the proceeds, we have already identified attractive acquisition opportunities
and look forward to being able to report more fully in due course"
FOR FURTHER INFORMATION, PLEASE CONTACT:
Northern Trust International Fund Telephone: +44 1481 745 529
Administration Services (Guernsey) Limited
David Sauvarin
The Company Secretary
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Picton Capital Limited Telephone: +44 20 7628 4800
Michael Morris
J.P. Morgan Cazenove Telephone: +44 20 7742 4000
William Simmonds
Oriel Securities Limited Telephone: +44 20 7710 7600
Roger Clarke, Neil Winward
Tavistock Telephone: +44 20 7920 3150
Jeremy Carey
James Verstringhe
Important Information
This Announcement has been issued by and is the sole responsibility of the
Company.
This Announcement is for information purposes only and does not constitute an
invitation to subscribe for or otherwise acquire or dispose of securities in
the Company in any jurisdiction. 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 or completeness. This Announcement does not
constitute or form part of any offer to issue or sell, or any solicitation of
any offer to subscribe or purchase, any investments nor shall it (or the fact
of its distribution) form the basis of, or be relied on in connection with, any
contract therefor.
This Announcement is an advertisement and not a prospectus. This Announcement
does not constitute or form part of, and should not be construed as, any offer
for sale or subscription of, or solicitation of any offer to buy or subscribe
for, any shares in the Company or securities in any other entity, in any
jurisdiction, including the United States, nor shall it, or any part of it, or
the fact of its distribution, form the basis of, or be relied on in connection
with, any contract or investment decision whatsoever, in any jurisdiction. This
Announcement does not constitute a recommendation regarding any securities.
Any investment decision must be made exclusively on the basis of the prospectus
published by the Company and any supplement thereto in connection with the
admission of ordinary shares of the Company to the premium segment of the
Official List of the UK Listing Authority and to trading on the London Stock
Exchange's main market for listed securities.
J.P. Morgan Cazenove which is authorised by the Prudential Regulation Authority
and regulated by the Prudential Regulation Authority and the Financial Conduct
Authority and Oriel Securities Limited which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (together, the "Joint
Sponsors"), are each acting exclusively for the Company and no-one else in
connection with the Placing or the matters referred to in this Announcement,
will not regard any other person as their respective client in relation to the
Placing and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to thePlacing or any transaction or arrangement referred to
in this Announcement.
This Announcement is not for release, publication or distribution (directly or
indirectly) in or into the United States of America (including its territories
and possessions, any of the United States and the District of Columbia),
Canada, Australia, New Zealand, Japan, the Republic of South Africa, any member
states of the EEA (other than the United Kingdom) or to any "US person" as
defined in Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act") or into any other jurisdiction where applicable
laws prohibit its release, distribution or publication. The distribution of
this Announcement and the Initial Offers and Placing Programme in certain
jurisdictions may be restricted by law. No action has been taken by the Company
or the Joint Sponsors that would permit an offering of the New Ordinary Shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this Announcement comes
are required by the Company and the Joint Sponsors to inform themselves about,
and to observe, such restrictions.
The New Ordinary Shares have not been and will not be registered under the
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and, subject to certain exceptions, may
not be offered or sold within the United States or to, or for the account or
benefit of, US Persons. The Company will not be registered as an "investment
company" under the Investment Company Act of 1940, and investors will not be
entitled to the benefits of that Act. In addition, relevant clearances have
not been, and will not be, obtained from the securities commission (or
equivalent) of any province of Australia, New Zealand, Canada, Japan, the
Republic of South Africa or any member state of the EEA (other than the United
Kingdom) and, accordingly, unless an exemption under any relevant legislation
or regulations is applicable, none of the New Ordinary Shares may be offered,
sold, transferred or delivered, directly or indirectly, in Australia, New
Zealand, Canada, Japan, the Republic of South Africa or any member state of the
EEA (other than the United Kingdom).
No representation or warranty express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
the Company, Picton Capital Limited (the "Investment Manager"), the Joint
Sponsors or by any of their respective affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed. The Company, the Investment Manager, the Joint Sponsors and their
respective affiliates accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise have in
respect of this Announcement or its contents or otherwise arising in connection
therewith.
Certain statements in this Announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that are
not historical facts. These statements are not guarantees of future performance
and are subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those expressed or
implied by such forward-looking statements. Given these risks and
uncertainties, prospective investors are cautioned not to place undue reliance
on forward-looking statements. Forward-looking statements speak only as of the
date of such statements and, except as required by applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
The information contained in this Announcement is subject to change without
notice and neither the Company nor the Joint Sponsors assume any responsibility
or obligation to update publicly or review any of the forward-looking
statements contained herein.
The expected timetable including the date of Admission may be influenced by a
range of circumstances, including market conditions. There is no guarantee that
Admission will occur and you should not base your financial decisions on the
Company's intentions in relation to the Placing Programme and Admission at this
stage. Acquiring New Ordinary Shares to which this Announcement relates may
expose an investor to a significant risk of losing 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 New Ordinary
Shares can decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of the Placing for the person
concerned. Past performance or information in this Announcement or any of the
documents relating to the Placing cannot be relied upon as a guide to future
performance.