Issue of Equity

Lok'n Store Group PLC 21 June 2002 Lok'nStore Group plc ('Lok'nStore') Placing and Open Offer by WestLB Panmure Limited to raise £10.0 million (net of expenses) Highlights • Lok'nStore to raise £10.0 million (net of expenses) by way of a Placing and Open Offer • The Placing and Open Offer has been fully underwritten by WestLB Panmure Limited • The net proceeds of the Placing and Open Offer will provide the Company with funds to accelerate its acquisition of new sites and to make acquisitions of self-storage businesses Simon Thomas, Chief Executive, commented: 'I am very pleased to announce a placing and open offer raising £10.0 million and am delighted to have received such strong support from both new and existing institutional investors. 'Our ability to raise new equity in the current market conditions underlines the strength of Lok'nStore's business model and growth plans and prospects. 'Lok'nStore is now well placed for the future and the funds raised will enable us to invest in new centres and continue our focus on generating attractive returns for our shareholders.' Enquiries: Lok'nStore Group plc 020 8547 2288 Andrew Jacobs Simon Thomas Chris Stevens WestLB Panmure Limited 020 7020 4000 Dominic Morley Biddicks 020 7448 1000 Katie Tzouliadis / Kathryn Burn WestLB Panmure Limited, which is regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Lok'nStore and will not be responsible to anyone other than Lok'nStore for providing the protections afforded to customers of WestLB Panmure Limited nor for providing advice in relation to the contents of this announcement or any matter referred to herein. This announcement has been approved by WestLB Panmure Limited solely for the purposes of section 21 of the Financial Services and Markets Act 2000. It does not constitute an offer or invitation to purchase or sell any securities. This press announcement is not for distribution in or into the United States, Canada, the Republic of Ireland, Australia or Japan. Neither the new Ordinary Shares nor the application form has been, nor will be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States. The relevant clearances have not been, and will not be, obtained in the Republic of Ireland nor from the Securities Commission of any province or territory of Canada, no document in relation to the Placing and Open Offer has been, or will be, lodged with, or registered by, The Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing and Open Offer, the application forms or the new Ordinary Shares. Accordingly, subject to certain exceptions, the new Ordinary Shares may not, directly or indirectly, be offered, sold, renounced, taken up or delivered within the United States, Canada, the Republic of Ireland, Australia or Japan or offered to, sold to, renounced, taken up or delivered in favour of, or to, a person within the United States or resident of Canada, the Republic of Ireland, Australia or Japan. Lok'nStore Group plc Placing and Open Offer by WestLB Panmure Limited to raise £10.0 million (net of expenses) Introduction Lok'nStore proposes to raise £10.0 million (net of expenses) by way of a Placing and Open Offer of 6,850,390 new Ordinary Shares at 155 pence per share on the basis of 17 new Ordinary Shares for every 54 Ordinary Shares held on the Record Date. The Placing and Open Offer has been fully underwritten by WestLB Panmure Limited. The net proceeds of the Placing and Open Offer will provide the Company with funds to accelerate its acquisition of new sites and to make acquisitions of self-storage businesses, in either case which meet the Company's stringent acquisition criteria, and for the continued refurbishment and fit-out of the Company's existing sites. Information on Lok'nStore History and Background Lok'nStore was an early entrant into the relatively underdeveloped market of self-storage in the United Kingdom and has now established itself as one of the major operators in this fast expanding market. Lok'nStore was founded in February 1994 and commenced business in self-storage in February 1995 when it opened its first centre in Horsham. This was followed in April 1995 by the opening of slightly smaller centre in Staines. Even at this relatively early stage in Lok'nStore's development, its self-storage centres were becoming cash flow positive relatively quickly. Lok'nStore has continued its strong focus on cash generation in all of its subsequent centre openings. The opening of Lok'nStore's centre at Staines was followed by a centre in Kingston in November 1996, which also houses the head office facilities. A further centre was opened in March 1997 at Woking. Since then the Directors have accelerated Lok'nStore's pace of development, opening 12 further centres, with the more recent acquisitions generally being larger and more modern than Lok'nStore's first sites. Lok'nStore now has just over 725,000 square feet of net lettable space available. Business Lok'nStore is a self-storage business focusing on residential and business customers and currently operates from 16 sites in Southern England. Lok'nStore buys or leases large warehouses or industrial buildings, sub-divides the space and offers customers the units created. Lok'nStore's self-storage facilities are designed to offer flexible, low cost, accessible storage space for personal and business use, primarily on a month to month basis. Lok'nStore aims to refurbish and open new storage centres within eight weeks of acquisition and operates a phased fit-out approach, typically refurbishing parts of a new site and making the remainder of the space available to let as open storage. When a site has reached maturity, customers occupy fully enclosed storage units for their exclusive use, may freely enter their storage units during business hours and control access by providing their own locks. Lok'nStore has 24 hour security systems at all of its sites and also offers free use of trolleys and fork lift trucks with qualified operators. Lok'nStore aims to give its customers a high degree of service as part of its offering. Lok'nStore's centres are fitted out to a good standard and maintain a common design and branding. They are well located, close to major urban centres, with car parking and easy access. Lok'nStore's operational centres are set out below: Property Title Opening date Net lettable space '000 square feet Horsham Freehold February 1995 39.5 Staines Leasehold April 1995 23.7 Kingston Freehold November 1996 34.7 Woking Freehold March 1997 19.0 Basingstoke Freehold December 1997 31.6 Reading Freehold January 1998 38.5 Portsmouth Leasehold March 1999 39.6 Southampton Freehold June 1999 117.7 Swindon West Units 2-3 Freehold May 2000 25.0 Poole Leasehold January 2000 52.5 Fareham Leasehold June 2000 33.6 Northampton Leasehold February 2001 55.9 Swindon East Leasehold February 2001 32.9 Swindon West Units 16-18 Leasehold March 2001 25.0 Milton Keynes Leasehold March 2001 53.9 Sunbury Leasehold June 2001 60.0 Ashford Freehold November 2001 42.6 Total 725.7 As well as its core self-storage business, Lok'nStore offers its clients a number of additional services such as insurance and vehicle rental and it also sells boxes and other packaging. Residential customers constitute about 66 per cent. of Lok'nStore's users but represent about 42 per cent. of turnover; commercial users represent the balance, generally using more space than residential users. Lok'nStore has around 4,000 customers, none of whom accounts for more than two per cent. of Lok'nStore's turnover. Relationships with local removal companies have been established at all of Lok'nStore's sites. Customers initially sign a storage agreement for the term of the storage. There is no minimum storage period. All customers must prepay the first 28 days' storage charge and a security deposit equivalent to a 28 day storage charge irrespective of their proposed period of occupancy. Lok'nStore has a lien over its customers' goods, giving it a bad debt ratio of less than one per cent. over each of the last six years. The Directors consider that site selection, and in particular the price paid for new sites, is critical to the rate of return that can be generated on Lok'nStore's investments. Lok'nStore's specialist property and acquisitions teams manage its opening programme with regard to a number of factors including acquisition price, demographics, lease and freehold negotiations, accessibility and car parking space. In 2001 the Board decided to invest in new management with retailing expertise. The Directors believe that Lok'nStore now has one of the strongest teams in the sector and has established a platform for the business to grow considerably. The Directors believe that this can be achieved without a further significant increase in the size of the management team. The Directors believe that the demand for self-storage is likely to grow due to continued pressure on space, particularly in the South of England and increased awareness of self-storage as a service. Market Self-storage is a service to individual and commercial customers, providing accessible secure storage of goods on a flexible contract. Domestic users typically require self-storage space in a variety of circumstances including when they are moving house, suffering divorce or bereavement or simply because they lack space. Items stored can best be described as anything that can be found in a typical attic, loft or garage. Commercial users tend to require self-storage for storing documents, stock, office equipment and as a small scale distribution facility. In the United States the self-storage industry has grown strongly and is now well established. Recent data indicates that there were just under 32,000 centres in operation at the end of 2000 providing a rental area of 3.87 square feet per head of population. In contrast, the United Kingdom is estimated to have only 325 centres and provides a rental area of only 0.16 square feet per head of population. Whilst there are structural and economic differences, the Directors believe that this data does give some indication of the latent potential of the UK market. United States United Kingdom Number of centres 31,947 325 Rental area (millions sq ft) 1,064 9.8 Rental area (sq ft)per head 3.87 0.16 Sources: US Self-Storage Almanac 2000 and UK Self-Storage Association The Directors believe that the United Kingdom could profitably accommodate a considerable increase in the number of self-storage centres and that the number of centres could increase materially without significant competitive pressures arising. Historic funding and expansion strategy Lok'nStore's new sites have historically shown, and the Directors believe will continue to show, a relatively predictable cash flow profile following opening. Around 40 per cent. of new customers are generated by word of mouth and by having seen Lok'nStore's signage. Whilst a new site attracts customers at a faster rate than when it is more mature, it generally will not reach critical mass and become cash generative for some months following opening. Based on Lok'nStore's experience, a standard double mezzanine storage centre has become cash generative on a monthly basis after around 36 months and has become cash generative on a cumulative basis after around 46 months. Lok'nStore has historically generated an operating profit on a freehold site within 12-18 months and on a leasehold site within 18-24 months. Lok'nStore aims to refurbish and open new storage centres within eight weeks of acquisition and operates a phased fit-out approach, typically refurbishing parts of a new site and making the remainder of the space available for open storage letting. In this way, Lok'nStore aims to minimise the period within which an investment in a new site is repaid, maximise revenues at an early stage and spread capital expenditure more effectively over the life of new sites. Once Lok'nStore's sites have reached maturity, they are highly cash generative. Applying its stringent acquisition criteria, Lok'nStore has historically invested in new sites using the cash generated by its mature sites as well as using external debt and equity funding. Lok'nStore is currently achieving the highest return on equity in the quoted self storage sector. Future expansion The Placing and Open Offer will provide funds with which Lok'nStore can accelerate its expansion whilst maintaining what the Directors consider to be acceptable levels of gearing. Lok'nStore's established specialist property and acquisitions teams manage a fast store opening programme, which Lok'nStore has demonstrated by opening four additional sites in four months. In the current market climate, with appropriate funding it expects to add up to 35 centres over the next four to five years bringing the total number of storage centres to around 50. The Company has identified a number of opportunities to acquire new sites which fit Lok'nStore's stringent acquisition criteria. In addition, the sector is fragmented with only 150 of the 325 sites in the United Kingdom being operated by the largest seven businesses, and many businesses owning only one or two sites. The Directors believe that there are a number of opportunities in this market to acquire existing self-storage operations at attractive prices. The Placing and Open Offer The Placing and Open Offer will raise approximately £10.0 million after expenses. In order to give Qualifying Shareholders and Qualifying Individual Optionholders the opportunity to participate in the issue of the new Ordinary Shares, Lok'nStore has arranged for WestLB Panmure as its agent to invite applications from Qualifying Holders to acquire new Ordinary Shares at the Placing Price under the Open Offer. Qualifying Holders may apply for new Ordinary Shares on the basis of: 17 new Ordinary Shares for every 54 Ordinary Shares held or deemed to be held at the Record Date and so in proportion for any greater or lesser number of Ordinary Shares then held or deemed to be held. The new Ordinary Shares will rank pari passu with the existing issued Ordinary Shares. Individual entitlements will be rounded down to the nearest whole number of new Ordinary Shares. Fractions of new Ordinary Shares that would otherwise arise will not be allocated. Andrew Jacobs and connected parties, Simon Thomas, Steven Hourston, Christopher Stevens, Richard Holmes, the Directors' pension fund and certain other investors have undertaken not to take up 3,475,597 new Ordinary Shares which constitute their entitlement to new Ordinary Shares under the Open Offer and these shares have therefore been placed firm by WestLB Panmure. The Placing and Open Offer is being underwritten by WestLB Panmure. Marcus Stanton has indicated that he intends to take up his entitlement to 2,203 new Ordinary Shares and to subscribe for 7,797 Firm Placed Shares under the Placing and Open Offer. Qualifying Holders should note that the Open Offer is not a rights issue and that new Ordinary Shares not applied for under the Open Offer will not be sold in the market for the benefit of Qualifying Holders who do not apply under the Open Offer. Entitlements under the Open Offer are not transferable unless to satisfy a bona fide market claim and the application form, not being a document of title, cannot be traded. The Placing and Open Offer are conditional, inter alia, on Admission becoming effective. Application has been made to the London Stock Exchange for the new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the new Ordinary Shares will commence on 17 July 2002. The net proceeds of the Placing and Open Offer will provide the Company with funds to accelerate its acquisition of new sites and to make acquisitions of self-storage businesses, in either case which meet the Company's stringent acquisition criteria, and for the continued refurbishment and fit-out of the Company's existing sites. Current trading and prospects Trading at Lok'nStore's existing sites continues to be strong and the Company continues to trade in line with market expectations. The Directors have considerable confidence in the self-storage market as a whole and believe that Lok'nStore remains resilient to prevailing macro-economic conditions. Lok'nStore's healthy levels of trading this calendar year reinforce the Directors' belief in the defensive nature of the sector and the ongoing investment opportunities offered. Over the last few months there has been an increase in the number of opportunities to acquire new sites fulfilling Lok'nStore's stringent acquisition criteria. This reinforces the Board's optimism that the proceeds of the Placing and Open Offer can quickly and successfully be invested in assets that can generate attractive returns to Shareholders. Enquiries: Lok'nStore Group plc 020 8547 2288 Andrew Jacobs Simon Thomas Chris Stevens WestLB Panmure Limited 020 7020 4000 Dominic Morley Biddicks 020 7448 1000 Katie Tzouliadis / Kathryn Burn APPENDIX Timetable of principal events 2002 Record date for the Open Offer Close of business on 19 June Ex-entitlement date 21 June Latest time and date for splitting of application 3.00 p.m. on 10 July forms (only to satisfy bona fide market claims) Latest time and date for receipt of completed 3.00 p.m. on 12 July application forms and payment in full under the Open Offer Latest time and date for receipt of forms of proxy 10.00 a.m. on 13 July Extraordinary General Meeting 10.00 a.m. on 15 July Commencement of dealings in the new Ordinary Shares 17 July and CREST accounts credited Despatch of definitive share certificates by 23 July The Company expects to post the Prospectus and application form to Qualifying Shareholders today. Applications forms will be personal to shareholders and may not be transferred except to satisfy bona fide market claims. The following definitions have been used in this announcement: 'Admission' the effective admission of the new Ordinary Shares to trading on AIM pursuant to paragraph 6 of the AIM Rules 'AIM' the Alternative Investment Market of the London Stock Exchange 'AIM Rules' the rules issued by the London Stock Exchange from time to time for AIM companies and their nominated advisers and brokers 'Directors' or 'Board' the board of directors of Lok'nStore 'Firm Placed Shares' the 3,475,597 new Ordinary Shares in respect of which irrevocable undertakings not to apply under the Open Offer have been received by WestLB Panmure and the Company 'Individual Options' options granted over Ordinary Shares pursuant to the Option Agreements 'Lok'nStore' or 'Company' Lok'nStore Group PLC 'Lok'nStore Group' or 'Group' Lok'nStore and its subsidiary undertakings 'London Stock Exchange' London Stock Exchange plc 'new Ordinary Shares' the Ordinary Shares which are the subject of the Placing and Open Offer 'Open Offer' the conditional offer by WestLB Panmure on behalf of the Company to Qualifying Holders to apply for new Ordinary Shares on the terms and conditions set out in the prospectus and the application form 'Option Agreements' the option agreements between the Company and certain of its directors and employees 'Ordinary Shares' ordinary shares of 1 pence each in the capital of Lok'nStore 'Placing' the conditional placing of the Open Offer Shares at the Placing Price subject to the right of Qualifying Holders to apply for such shares pursuant to the Open Offer and the conditional placing of the Firm Placed Shares at the Placing Price 'Placing Price' 155 pence per new Ordinary Share 'Qualifying Individual Optionholders' persons holding Individual Options at the Record Date save for those in relation to whom the Directors have resolved that the Company shall not be required to procure that the Open Offer is made to them 'Qualifying Shareholders' Shareholders (other than certain overseas Shareholders) on the register of members of the Company at the Record Date 'Qualifying Holders' Qualifying Shareholders and Qualifying Individual Optionholders 'Record Date' the close of business on 19 June 2002 'Shareholders' holders of Ordinary Shares 'United States', 'US' or 'United States of the United States of America, its territories and America' possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction 'WestLB Panmure' WestLB Panmure Limited WestLB Panmure Limited, which is regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Lok'nStore and will not be responsible to anyone other than Lok'nStore for providing the protections afforded to customers of WestLB Panmure Limited nor for providing advice in relation to the contents of this announcement or any matter referred to herein. This announcement has been approved by WestLB Panmure Limited solely for the purposes of section 21 of the Financial Services and Markets Act 2000. It does not constitute an offer or invitation to purchase or sell any securities. This press announcement is not for distribution in or into the United States, Canada, the Republic of Ireland, Australia or Japan. Neither the new Ordinary Shares nor the application form has been, nor will be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the United States. The relevant clearances have not been, and will not be, obtained in the Republic of Ireland nor from the Securities Commission of any province or territory of Canada, no document in relation to the Placing and Open Offer has been, or will be, lodged with, or registered by, The Australian Securities and Investments Commission, and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing and Open Offer, the application forms or the new Ordinary Shares. Accordingly, subject to certain exceptions, the new Ordinary Shares may not, directly or indirectly, be offered, sold, renounced, taken up or delivered within the United States, Canada, the Republic of Ireland, Australia or Japan or offered to, sold to, renounced, taken up or delivered in favour of, or to, a person within the United States or resident of Canada, the Republic of Ireland, Australia or Japan. This information is provided by RNS The company news service from the London Stock Exchange
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