Proposed Placing of New Ordinary Shares

RNS Number : 0926R

Real Estate Credit Investments Ltd

19 September 2017

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectus published on 23 February 2017 (the "Prospectus") and the supplementary prospectus published on 16 June 2017 (the "Supplementary Prospectus") by Real Estate Credit Investments Limited (the "Company") in connection with the Placing Programme (as defined below) and the admission of certain of its ordinary shares (the "New Ordinary Shares") to the premium segment of the Official List of the Financial Conduct Authority (the "Official List") and to trading on the Main Market for listed securities of the London Stock Exchange (the "London Stock Exchange"). Copies of the Prospectus are available at the Company's registered office and are available for viewing at the National Storage Mechanism at www.morningstar.co.uk/uk/nsm. This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. 

19 September 2017

Real Estate Credit Investments Limited

Proposed Placing of New Ordinary Shares

Real Estate Credit Investments Limited ("RECI" or the "Company") today announces that it intends to raise minimum gross proceeds of £20 million by way of a proposed placing of New Ordinary Shares in the Company with new and existing investors (the "Placing"). The New Ordinary Shares will be issued pursuant to the Company's existing general authority to issue shares on a non pre-emptive basis and pursuant to the placing programme of up to 65 million New Ordinary Shares (the "Placing Programme") detailed in the Prospectus. To date 29.8 million ordinary shares have been issued under the Placing Programme, leaving 35.2 million ordinary shares remaining to be issued.

The Board, as advised by the Investment Manager, continues to believe that there are improved origination volumes, lower risk profiles and enhanced economics for investment opportunities in the UK and German real estate credit markets (and potentially other Western European real estate markets) and that the Company has an attractive pipeline of investment opportunities.  In light of the above, the Board believes the launching of the Placing is in the best interests of the Company and its Shareholders as a whole.

On 16 September 2017 the Company redeemed all of its preference shares in issue and payment of redemption proceeds of £1.017 per preference share held was made to preference shareholders on 18 September 2017. Accordingly, the Board also believes that launching the Placing will give preference shareholders an opportunity to reinvest their redemption proceeds and continue their investment in the Company.

The price at which each New Ordinary Share will be issued pursuant to the Placing will be 166 pence (the "Placing Price").

All New Ordinary Shares will, when issued and fully paid, include the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue save that the New Ordinary Shares issued under the Placing will not be entitled to the first interim dividend of 3.0 pence per Existing Ordinary Share declared by the Company on 10 August 2017 and payable to Ordinary Shareholders on 22 September 2017.

The net proceeds of the Placing will be used to invest primarily in debt secured by commercial or residential properties in the United Kingdom and Western Europe which might take the form of (i) securitised tranches of secured real estate related debt securities, for example, RMBS and CMBS and (ii) secured real estate loans, debentures or any other form of debt instrument. 

Liberum Capital Limited ("Liberum") has been appointed as Sole Bookrunner to procure placees to participate in the Placing.

The Placing has opened today and existing and prospective investors are invited to contact Liberum for further details of the Placing. The Placing is expected to close on 26 September 2017.  The Company and Liberum reserve the right to amend the size and timing of the Placing in their absolute discretion.

The terms and conditions of the Placing are included in the Prospectus which is available for inspection at the Company's registered office and via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm.

For further information please contact:

Cheyne Capital Management (UK) LLP	[phone]
Nicole Von Westenholz (Investor Relations)
Liberum Capital Limited (Bookrunner)	[phone]
Shane Le Prevost
Richard Crawley
Richard Bootle
Henry Freeman
Ben Roberts

Important notice

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus or the Supplementary Prospectus published by the Company in connection with the admission of the New Ordinary Shares in the capital of the Company to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market for listed securities. Copies of the Prospectus and the Supplementary Prospectus are available from the Company's registered office, and have been made available for viewing at the National Storage Mechanism at www.morningstar.co.uk/uk/nsm.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement (including, without limitation, any illustrative modelling information contained herein), or its completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction 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.

This announcement is only addressed to or directed at persons in the United Kingdom who: (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with the persons referred to in (i), (ii) and (iii).

Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed, in whole or in part, directly or indirectly, to any US Persons or in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction where, or to any other person to whom, to do so would constitute a violation of applicable law. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction. Persons into whose possession this announcement comes should observe all relevant restrictions.

The Company has not been and will not be registered under the US Investment Company Act and as such investors are not and will not be entitled to the benefits of the US Investment Company Act. The Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register as an "investment company" under the US Investment Company Act. In connection with the Placing Programme, subject to certain exceptions, offers and sales of Ordinary Shares will be made only outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the US Securities Act. There has been and will be no public offering of the Ordinary Shares in the United States.

Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state or other jurisdiction of the United States, has approved or disapproved of the securities of the Company or passed upon or endorsed the merits of any offering of such securities.

Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Tax Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Liberum is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Liberum is acting for the Company and no one else in connection with the Placing Programme and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Liberum or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

Forward-looking statements

This announcement may contain forward-looking statements regarding the financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies, budgets, capital and other expenditures, competitive positions, growth opportunities, plans and objectives of management and other matters relating to the Company. Statements in this announcement that are not statements of historical facts are hereby identified as forward-looking statements. In some instances, forward-looking statements can be identified by the use of forward- looking terminology, including terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.

By their nature, forward-looking statements involve risk and uncertainty as they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance, and the actual results, performance or achievements of the Company, and development of the markets and the industries in which it operates or is likely to operate, may differ materially from those-described in, or suggested by, any forward-looking statements contained in this announcement. In addition, even if actual results, performance, achievements or developments are consistent with any forward-looking statements contained in this announcement in a given period, those results, performance, achievements or developments may not be indicative of results, performance, achievements or developments in subsequent periods. A number of factors could cause results, performance, achievements and developments to differ materially from those expressed or implied by any forward- looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

Any forward-looking statements in this announcement reflect the Company's current view with respect to future events, speak only as of their date and are subject to change without notice. Save as required by applicable law or regulation, the Company and the other parties named in this announcement expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

 

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