Conversion of Restricted Preference Shares

RNS Number : 0433L

KCR Residential REIT PLC

20 December 2018

 

20 December 2018

KCR Residential REIT plc

("KCR" or "the Company")

Conversion of Restricted Preference Shares and Issue of Equity

KCR Residential REIT plc, the residential REIT group, announces that, following confirmation that the Company's net asset value per share ("NAV per Share") as reported in the audited accounts for the year to 30 June 2018 (£0.8817) exceeded the first two of the six NAV per Share milestones (namely, £0.77 and £0.85) (as approved by shareholders in the general meeting held on 30 July 2018), the directors have approved the conversion of 1,500,000 Restricted Preference Shares ("RPS") into 1,500,000 Ordinary shares fully paid of £1.00 nominal value ("Ordinary Shares") to the following directors and employees.  1,500,000 RPS represent two-sixths of the RPS in issue (4,500,000) at the balance sheet date on which the audited NAV per Share was calculated.

Name	No. of Restricted Preference Shares held at 18 December 2018	No. of RPS converted	No. of Ordinary Shares allotted
Dominic White	1,765,357	500,000	500,000
James Cane	40,000	10,000	10,000
Timothy James	1,225,357	320,000	320,000
Christopher James	814,286	200,000	200,000
Benjamin James	514,286	100,000	100,000
Timothy Oakley	565,357	100,000	100,000
Oliver Vaughan	1,075,357	270,000	270,000
Total	6,000,000	1,500,000	1,500,000

Following the conversion of such RPS into Ordinary Shares, the interests of directors and employees in the shares in the Company are as follows:

Name of Director	No. of Ordinary Shares held	% of enlarged issued voting share capital	No. of RPS held
Dominic White (1)	557,143	3.53	1,265,357
James Cane	11,318	0.07	30,000
Michael Davies	195,428	1.24	-
Timothy James	824,492	5.22	905,357
Christopher James	538,180	3.41	614,286
Timothy Oakley	136,590	0.86	465,357
Oliver Vaughan (2)	343,065	2.17	805,357
Total	2,606,216	16.50	4,500,000

Notes:

(1)        Includes 666,667 RPS held by Mr White's pension fund, White Amba Pension Scheme and 333,333 Ordinary Shares held by White Amba Pension Scheme

(2)        Includes 66,500 ordinary shares held by Grosmont Investments Limited, a company controlled by Oliver Vaughan.  Mr Vaughan's RPS are held in his own name.

The Restricted Preference Shares, their terms and the rights attaching to them are described in the Circular, and the full terms of the Restricted Preference Shares are set out in the new articles of association (the "New Articles") adopted by the Company at the general meeting held on 30 July 2018.  Copies of the Circular and of the New Articles can be found on the Company's website www.kcrreit.com.

Issue of Equity and Total Voting Rights

Application has been made for the admission to AIM ("Admission") of 1,500,000 new Ordinary Shares, being the total number of shares issued following the conversion of the Restricted Preference Shares.

The new Ordinary Shares rank pari passu with the Company's existing issued Ordinary Shares, and dealing is expected to commence on 27 December 2018.

Following Admission, the Company's enlarged issued share capital will be 15,791,777 Ordinary Shares. This figure of 15,791,777 Ordinary Shares may be used by shareholders in the Company 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 FCA's Disclosure and Transparency Rules.

Market Abuse Regulation (MAR) Disclosure

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

For further information, please contact:

KCR Residential REIT plc	[e-mail]
Dominic White, Chief executive	[phone]
Arden Partners plc
Tom Price / Benjamin Cryer	[phone]

Notes to editors:

KCR's objective is to build a substantial residential property portfolio that generates secure income flow for shareholders through the acquisition of SPVs (Special Purpose Vehicles) with inherent historical capital gains. The Directors intend that the group will acquire, develop and manage residential property assets in residential areas in the UK. 

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Oliver Vaughan
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	KCR Residential REIT plc
b)	LEI	213800NTHWVFLSB9CX32
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares
b)	Nature of the transaction	Conversion of Restricted Preference Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £1.00 270,000
d)	Aggregated information - Aggregated volume - Price	N/A (Single transaction)
e)	Date of the transaction	19 December 2018
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Timothy James
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	KCR Residential REIT plc
b)	LEI	213800NTHWVFLSB9CX32
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares
b)	Nature of the transaction	Conversion of Restricted Preference Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £1.00 320,000
d)	Aggregated information - Aggregated volume - Price	N/A (Single transaction)
e)	Date of the transaction	19 December 2018
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	James Cane
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	KCR Residential REIT plc
b)	LEI	213800NTHWVFLSB9CX32
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares
b)	Nature of the transaction	Conversion of Restricted Preference Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £1.00 10,000
d)	Aggregated information - Aggregated volume - Price	N/A (Single transaction)
e)	Date of the transaction	19 December 2018
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Christopher James
2	Reason for the notification
a)	Position/status	PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	KCR Residential REIT plc
b)	LEI	213800NTHWVFLSB9CX32
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares
b)	Nature of the transaction	Conversion of Restricted Preference Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £1.00 200,000
d)	Aggregated information - Aggregated volume - Price	N/A (Single transaction)
e)	Date of the transaction	19 December 2018
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Timothy Oakley
2	Reason for the notification
a)	Position/status	PDMR
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	KCR Residential REIT plc
b)	LEI	213800NTHWVFLSB9CX32
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares
b)	Nature of the transaction	Conversion of Restricted Preference Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £1.00 100,000
d)	Aggregated information - Aggregated volume - Price	N/A (Single transaction)
e)	Date of the transaction	19 December 2018
f)	Place of the transaction	Outside a trading venue

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Dominic White
2	Reason for the notification
a)	Position/status	Director
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	KCR Residential plc
b)	LEI	213800NTHWVFLSB9CX32
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument Identification code	Ordinary Shares
b)	Nature of the transaction	Conversion of Restricted Preference Shares
c)	Price(s) and volume(s)	Price(s) Volume(s) £1.00 500,000
d)	Aggregated information - Aggregated volume - Price	N/A (Single transaction)
e)	Date of the transaction	19 December 2018
f)	Place of the transaction	Outside a trading venue

 

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