Result of Placing

RNS Number : 1754C

Irish Residential Prop REIT PLC

13 June 2019

 

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 THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SWITZERLAND OR THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN IRELAND, THE UNITED KINGDOM, BELGIUM, FRANCE, GERMANY AND THE NETHERLANDS (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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 13 June 2019

Irish Residential Properties REIT plc

(the "Company" or "I•RES")

Results of Placing

Irish Residential Properties REIT plc, an Irish real estate investment trust listed on Euronext Dublin, is pleased to announce the successful completion of the placing announced earlier today (the "Placing").

A total of 86,550,000 new Ordinary Shares in the capital of the Company (the "Placing Shares") have been placed at a price of €1.55 per Placing Share (the "Placing Price"), raising gross proceeds of approximately €134.2 million (before commissions, fees and expenses). The Placing Price represents a discount of 3.6% to the closing mid-market price on 13 June 2019 (being the time the Placing Price was determined).  

The Placing Shares represent approximately 19.94% of the Ordinary Shares in issue immediately before the Placing. The Placing Shares will, when issued, 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 in respect of such shares after the date of issue of the Placing Shares.

Commenting on the Placing, Margaret Sweeney, CEO of I•RES said:

 "We are delighted with the very strong support and encouragement received from shareholders for the Placing. The proceeds from the Placing will enable I•RES to execute on its growth strategy and take advantage of its existing pipeline of both acquisition and development opportunities which we believe will achieve attractive returns for our shareholders."

Davy and Investec are acting as Joint Global Coordinators and Joint Bookrunners and TD Securities are acting as Joint Bookrunner in relation to the Placing. Barclays is acting as Co-Lead Manager on the Placing. Investec is sole Sponsor to the Company in connection with its listing on the Official List of Euronext Dublin.

Placing Structure

The Placing Shares will be issued in two tranches. Under the first tranche of the Placing ("First Tranche of the Placing"), 43,415,394 Ordinary Shares ("First Tranche Shares") will be allotted and issued pursuant to the existing authorities of the directors of the Company (the "Directors") to allot Ordinary Shares on a non-pre-emptive basis, conditional only on (i) Admission of the First Tranche Shares becoming effective and (ii) the Placing Agreement not having been terminated prior to Admission of the First Tranche Shares. Application has been made to Euronext Dublin for Admission of the First Tranche Shares and it is expected that Admission of the First Tranche Shares will become effective and dealings in the First Tranche Shares on Euronext Dublin will commence at 8.00 a.m. (Dublin time) on 18 June 2019.

Under the second tranche of the Placing ("Second Tranche of the Placing"), 43,134,606 Ordinary Shares ("Second Tranche Shares") will be allotted and issued, conditional upon (i) the passing of the Resolution at an extraordinary general meeting of the Company ("EGM"), to be held at McCann FitzGerald, Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland at 2.00 p.m. on 9 July 2019, (ii) Admission of the Second Tranche Shares becoming effective and (iii) the Placing Agreement not having been terminated prior to Admission of the Second Tranche Shares. Only Admission of the Second Tranche Shares is conditional on the passing of the Resolution at the EGM.

A circular, containing a notice of the EGM, will be sent to Shareholders on 14 June 2019 outlining the terms of the Placing and seeking the Shareholders' approval of the Resolution which is necessary for the Company to be able to issue the Second Tranche Shares (the "Circular"). The issue of the Second Tranche Shares is conditional on the passing of the Resolution. If the Resolution is not passed by Shareholders at the EGM, the Second Tranche Shares will not be issued and the proceeds from the Placing in respect of the Second Tranche Shares will not be available to the Company.

Application will be made to Euronext Dublin for Admission of the Second Tranche Shares and, subject to the satisfaction of the conditions referred to above, it is expected that Admission of the Second Tranche Shares will become effective on 10 July 2019.

Given that the allotment of the Second Tranche Shares may only be completed if Shareholders vote in favour of the Resolution (as explained above), Shareholders are urged to vote in favour of the Resolution.

The Directors consider the passing of the Resolution and the completion of the Second Tranche of the Placing to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend that you vote in favour of the Resolution as they intend to do in respect of their own shareholdings in the Company (as applicable).

Director Participation

The participation of certain Directors in the Placing is as follows:

Director	Ordinary Shares held at the date of this Announcement	Placing Shares subscribed for at the Placing Price	Resulting holding after completion of the Placing1	% of enlarged share capital after-completion of the Placing1,2
Margaret Sweeney	124,680	30,000	154,680	0.03%
Aidan O'Hogan	90,000	96,774	186,774	0.04%
Tom Kavanagh	65,000	16,129	81,129	0.02%

¹ Assumes Admission of 86,550,000 Placing Shares

² Assumes enlarged issued share capital of 520,703,946 Ordinary Shares

CAPREIT Participation

CAPREIT participated in the Placing (through CAPREIT QIAIF), subscribing for 17,500,000 Placing Shares (representing approximately €27.1 million of the gross proceeds of the Placing) such that CAPREIT will beneficially own approximately 18.3% of the enlarged issued share capital of the Company upon completion of the Placing. CAPREIT has also indicated its intention to vote in favour of the Resolution.

As CAPREIT is a related party of the Company under the Listing Rules, the allotment of Placing Shares to CAPREIT (through CAPREIT QIAIF) constitutes a smaller Related Party Transaction under LR 11.1.15 of the Listing Rules. For the purpose of LR 11.1.15(2)(a) of the Listing Rules, the Company's Sponsor has confirmed to the Company in writing that it considers the terms of such Related Party Transaction to be fair and reasonable as far as the shareholders of the Company are concerned.

Expected Timetable of Principal Events

Event	Time and Date
Date of publication of the Circular	14 June 2019
Admission and settlement of First Tranche Shares	8.00 a.m. on 18 June 2019
Latest time and date for receipt of Forms of Proxy for the EGM	2.00 p.m. on 7 July 2019
EGM	2.00 p.m. on 9 July 2019
Announcement of results of EGM	9 July 2019
Admission and settlement of the Second Tranche Shares	8.00 a.m. on 10 July 2019

The times and dates set out in the expected timetable and mentioned throughout this Announcement may, in certain circumstances, be adjusted by the Company, in which extent details of the new times and dates will be notified, as required by way of an announcement issued via a Regulatory Information Service to Euronext Dublin and where appropriate, Shareholders. All references to times in this Announcement are to Dublin standard time unless otherwise stated.

Note

Capitalised terms used, but not defined in this Announcement, have the same meanings as set out in the announcement released by the Company earlier today in relation to the Placing.

ENDS

For further information please contact:

Irish Residential Properties REIT plc	[phone]
Margaret Sweeney, Chief Executive
Davy (Joint Global Coordinator)	[phone]
Ronan Godfrey
Brian Ross
Brian Garrahy
Orla Cowzer
Investec Bank plc (Joint Global Coordinator and Sponsor)	[phone]
Tommy Conway
Shane Lawlor
David Anderson Anthony Murray
TD Securities Inc. (Joint Bookrunner)	[phone]
Denise D'Avella
Colin Eadie
Media Requests	[phone]
Q4PR, Gerry O'Sullivan

 

IMPORTANT NOTICE

This Announcement, including the Appendix, 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 any Excluded Territory.

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 (of from/to any US Person). Securities may not be offered or sold in the United States absent (i) registration under the U.S. Securities Act or (ii) an available exemption from registration under the U.S. Securities Act. The Placing Shares have not been and will not be registered under the U.S. Securities Act or under the securities laws of any state or other jurisdiction of the United States or any US Person 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 U.S. 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 Excluded Territory. This Announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in any Excluded Territory 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 Co-Lead Manager 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 and any offer if made subsequently is subject to AIFMD. This Announcement and any offer if made subsequently is directed only at professional investors in 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 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. The attention of all Shareholders and any prospective investors in the Company, through the Placing or otherwise, is drawn to disclosures required to be made under the AIFMD from time to time and which are available on the Company's website: www.iresreit.ie  (including as set out in its most recent annual report and accounts).

This Announcement, including this Notice and any Appendices (together, this Announcement), and the information contained herein are restricted and are not for publication, release or distribution, directly or indirectly, in or into or from any Excluded Territory. 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.

The Company and the Ordinary Shares are not and will not be registered with FINMA. No Swiss representatives and no Swiss paying agent have been appointed. This announcement and/or any other offering materials relating to the Company may be made available in Switzerland solely to Regulated Qualified Investors. The Ordinary Shares may not be publicly offered in Switzerland and will not be listed on the SIX or on any other stock exchange or regulated trading facility in Switzerland. This Announcement has been prepared without regard to the disclosure standards under Article 652a of the Swiss Code of Obligations or the disclosure standards under Article 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this Announcement nor any other offering or marketing material relating to the Ordinary Shares may be publicly distributed or otherwise made publicly available in Switzerland. No prospectus or other offering or marketing material relating to the Ordinary Shares or the Company have been or will be filed with or approved by any Swiss regulatory authority. In particular, this Announcement has not been filed with, and the offering of the Ordinary Shares will not be supervised by FINMA.

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.

Any indication in this Announcement of the price at which the Ordinary Shares of the Company 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 will not be admitted to trading on any stock exchange other than Euronext Dublin.

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. Neither the Joint Bookrunners, nor the Co-Lead Manager, 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 Joint Bookrunners or the Co-Lead Manager or any of their respective affiliates or agents in connection with the Company or the Placing Shares. The Joint Bookrunners and the Co-Lead Manager and each of their respective affiliates or agents accordingly disclaim all and any liability, whether arising in tort, contract or otherwise in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by the Joint Bookrunners or the Co-Lead Manager or any of their respective affiliates or agents as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

Davy, which is regulated in Ireland by the Central Bank of Ireland is acting as a Joint Bookrunner and Joint Global Co-ordinator for the Company and no-one else in connection with 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, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the Central Bank of Ireland for conduct of business rules and the Prudential Regulatory Authority, is acting for the Company as a Joint Bookrunner and Joint Global Co-ordinator and for no one else in connection with 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.

TD Securities, which is registered as an investment dealer under the securities legislation of all provinces and territories of Canada and a member of the Investment Industry Regulatory Organization of Canada, is acting exclusively for the Company as Joint Bookrunner and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to the Placing and/or any other matter referred to in this Announcement.

Barclays Bank PLC, acting through its investment bank, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulatory Authority, is acting exclusively for the Company and no one else in connection with the Placing, and will not regard any other person as its client in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to the Placing or any arrangement referred to, or information contained, in this announcement. 

In connection with the Placing, each of the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates, acting as investors for their own accounts, may purchase Placing Shares as a principal position 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. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates and agents acting in such capacity.  In addition, the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and the Co-Lead Manager and any of their respective affiliates may from time to time acquire, hold or dispose of shares.  The Joint Bookrunners and the Co-Lead Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Joint Bookrunners or the Co-Lead Manager.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement speaks only as of the date of this Announcement and is subject to change without notice and the Company,  the Joint Bookrunners and the Co-Lead Manager or any of their respective affiliates and agents or advisers do not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained herein, whether as a result of new information, future events or otherwise, except to the extent required by Euronext Dublin, the Central Bank of Ireland or by applicable law. 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.

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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within 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 MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to 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 Joint Bookrunners and the Co-Lead Manager 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.

WF-24379601-v2

 

END

 

 

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