Publication of Prospectus and Circular

RNS Number : 3499G

Life Science REIT PLC

14 November 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY EUROPEAN ECONOMIC AREA ("EEA") STATE (OTHER THAN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED) OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICES" AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

14 November 2022

LEI: 213800RG7JNX7K8F7525

Life Science REIT plc

("Life Science REIT" or the "Company")

Admission of the Existing Ordinary Shares to listing on the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market of the London Stock Exchange

Publication of Share Issuance Programme Prospectus and Circular (including Notice of General Meeting)

Further to the announcement made on 3 November 2022, Life Science REIT (AIM: LABS), the real estate investment trust focused on UK life science properties, is pleased to announce that a prospectus (the "Prospectus") has been published in relation to the proposed admission of its existing ordinary shares ("Ordinary Shares") to listing on the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market of the London Stock Exchange.

The Company believes that the premium segment of the Main Market is the most appropriate platform for the Company, as the transition is expected to increase the Company's profile, broaden its shareholder register, and to enable the Company to be considered for eligibility for inclusion in a broader range of equity indices including the FTSE's EPRA and UK Index Series.

It is expected that: (i) the Ordinary Shares will be cancelled from trading on AIM at 7.00 a.m. on 1 December 2022; and (ii) the Ordinary Shares will be admitted to the Official List and to trading on the premium segment of the Main Market at 8.00 a.m. on 1 December 2022. The last day of trading of the Ordinary Shares on AIM is therefore expected to be 30 November 2022.

Noting the Company is required to publish a prospectus to effect its move to the Main Market, to preserve optionality and reduce costs associated with potentially issuing new shares in the future which may require a further prospectus, the Company also confirms that it intends to implement a share issuance programme pursuant to which up to 400 million Ordinary Shares (the "New Ordinary Shares") may be issued under one or more placings, open offers, offers for subscription and/or intermediaries offers (together the "Share Issuance Programme") over a 12 month period. The Company would only issue New Ordinary Shares at a premium to its net asset value per share.

The Company has convened a general meeting ("General Meeting") at which resolutions will be proposed to seek authority for the issue of the New Ordinary Shares pursuant to the Share Issuance Programme. The General Meeting will be held at the offices of Ironstone Asset Management Limited at 55 Wells Street at 1.30 p.m. (London time) on 30 November 2022.  The formal notice convening the General Meeting is set out in the Circular published today. Copies of the Prospectus and the Circular can be found on the Company's website at  https://lifesciencereit.co.uk/ . In addition, copies of the Prospectus and the Circular have been submitted to the National Storage Mechanism and will shortly be available for viewing online at:  https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Expected Timetable of Events

Event	Time and date
Publication of Prospectus and Circular	14 November2022
General Meeting	1.30 p.m. on 30 November2022
Announcement of results of General Meeting	by 5.00 p.m. on 30 N ovember 2022
Last day of dealings in Ordinary Shares on AIM	30 N ovember 2022
Ordinary Shares cease to be traded on AIM	7.00 a.m. on 1 December 2022
Admission and commencement of dealings in the existing Ordinary Shares	8.00 a.m. on 1 December 2022

The dates and times specified above are subject to change. In the event that a date or time is changed, the Company will make a notification through a Regulatory Information Service.

For the purposes of this announcement, unless otherwise defined, capitalised words and phrases shall have the meaning given to them in the Prospectus published by the Company today.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Ironstone Asset Management - Investment Adviser
Simon Farnsworth	via Buchanan below
Panmure Gordon - Nominated Adviser and Joint Corporate Broker	[phone]
Atholl Tweedie / Alex Collins / Philip Shields / Chloe Ponsonby
Jefferies International Limited - Joint Corporate Broker	[phone]
Tom Yeadon / Andrew Morris / Harry Randall / Oliver Nott
G10 Capital Limited - AIFM	[phone]
Verity Morgan-Jones / Paul Cowland
Buchanan - Financial PR	[phone]
Mark Court / Henry Wilson / Verity Parker [e-mail]

Notes to editors

Life Science REIT plc is a property business focused solely on the UK's growing life science sector, specifically targeting opportunities in the "Golden Triangle" research and development hubs of Oxford, Cambridge and London St Pancras. The Company's intention is to become the property provider of choice for life science companies in the UK, whilst enabling shareholders to gain exposure to a specific growth sector. 

The objective of the Company's investment policy is focused on capital growth, whilst also providing a growing level of income, by investing primarily in a diversified portfolio of properties that are leased, or intended to be leased, to occupiers operating in the life science sector in the UK. 

Life Science REIT joined the AIM market of the London Stock Exchange on 19 November 2021, having raised 350 million in its IPO. Its shares trade under the ticker LABS.

Further information is available at  https://lifesciencereit.co.uk

Important Notice

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, shares in the Company in any jurisdiction. The distribution of this announcement outside the United Kingdom may be restricted by law. No action has been taken by the Company that would permit possession of this announcement in any jurisdiction outside the UK where action for that purpose is required. Persons outside the United Kingdom who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This document is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

Moreover, the Ordinary Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than a member state of the EEA where the Ordinary Shares are lawfully marketed). Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Ordinary Shares are lawfully marketed) or to, or for the account or benefit of, any national, resident or citizen of, the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than to professional investors in certain EEA member states for which marketing approval has been obtained). The Share Issuance Programme and the distribution of this announcement, in certain jurisdictions may be restricted by law and accordingly persons into whose possession this announcement is received are required to inform themselves about and to observe such restrictions.

Jefferies International Limited ("Jefferies") and Panmure Gordon (UK) Limited ("Panmure Gordon"), each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is a member of the London Stock Exchange, are acting exclusively for the Company and for no one else in relation to the Share Issuance Programme, any Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein. Neither Jefferies nor Panmure Gordon will regard any other person as its client in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing any advice in relation to the Share Issuance Programme, any Admission the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The responsibilities of Jefferies and/or Panmure Gordon as the Company's joint sponsors are owed solely to the FCA. Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies and/or Panmure Gordon by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Jefferies nor Panmure Gordon nor any person affiliated with either of them makes any representation or warranty, express or implied, in relation to, nor accepts any responsibility whatsoever for, the contents of this announcement including its accuracy, completeness or verification, or for any other statement made or purported to be made by it or on its behalf or on behalf of the Company or by any other person in connection with the Company, the Ordinary Shares, the Share Issuance Programme, any Admission or any transaction or arrangement referred to in this announcement. Each of Jefferies and Panmure Gordon (together with their respective affiliates) accordingly, to the fullest extent permissible by law, disclaims all and any responsibility or liability, whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement made or purported to be made by it or on its behalf or by any other person in connection with the Company, the Ordinary Shares, the Share Issuance Programme, any Admission or any transaction or arrangement referred to in this announcement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

 

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