Publication of a Prospectus

RNS Number : 7783D

Real Estate Credit Investments Ltd

21 February 2020

 

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.

Capitalised terms used in this announcement and not otherwise defined shall have the meanings ascribed to them in the Prospectus.

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 (the "Prospectus") published by Real Estate Credit Investments Limited in connection with the Placing Programme (as defined below) and the admission of certain of its ordinary shares (the "New Ordinary Shares") to listing on the premium segment of the UK Financial Conduct Authority's Official List and to trading on the premium segment of the London Stock Exchange's Main Market for securities admitted to trading. Copies of the Prospectus will be available at the Company's registered office and will be available for viewing at the National Storage Mechanism at  http://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.

21 February 2020

Real Estate Credit Investments Limited

(the "Company")

Publication of Prospectus in relation to Proposed Placing Programme

Further to the announcement of 13 February 2020, the Board is pleased to announce the publication of a prospectus (the "Prospectus") to establish a proposed placing programme for the issue of up to 150 million New Ordinary Shares (the "Placing Programme") under TIDM: RECI as described in the circular to the Shareholders dated 13 February 2020 (the "Circular"). T he implementation of the Placing Programme is conditional upon, amongst other things, the Required Resolution being passed at the EGM of the Company which has been convened for 2:00 p.m. on 10 March 2020. 

The Prospectus will shortly be made available on the Company's website ( www.recreditinvest.com .) and on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM. 

Highlights:

· The Placing Programme is intended to enable the Company to raise additional capital in an efficient and cost-effective manner through the issue of up to 150 million New Ordinary Shares for the period of 12 months from the date of the publication of the Prospectus.

· Assuming 150 million New Ordinary Shares are issued under the Placing Programme, the Company will raise gross proceeds of approximately £249 million (based on the latest unaudited Net Asset Value per Ordinary Share of 166.0 pence as at 31 January 2020).

· The funds raised from the Placing Programme will be invested in accordance with the Company's strategy and investment objective and policy to grow its portfolio.

· Liberum Capital Limited ("Liberum") has been appointed as Sponsor and Bookrunner in relation to the Placing Programme.

· The Placing Price applicable to each Placing will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding the relevant Placing.

Expected timetable of events

The anticipated dates and sequence of events relating to the implementation of the Placing Programme are set out below:

Record date for participation and voting at the EGM	close of business on 8 March 2020
Latest time and date for the receipt of Proxy Appointments  for the EGM*	2:00 p.m. on 8 March 2020
Extraordinary General Meeting	2:00 p.m. on 10 March 2020
Authority in place to issue New Ordinary Shares under the Placing Programme (assuming the Resolution is passed at  the EGM)	Following the conclusion of the EGM on 10 March 2020
Admission and crediting of CREST accounts in respect of each Placing	8.00 a.m. on the Business Day on which New Ordinary Shares are issued
Placing Programme closes	the date falling 12 months after the date of publication of the Prospectus

The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the Financial Conduct Authority, and an announcement will be made on a RIS.

References to times in this announcement are to London times unless otherwise stated.

* Please note that the latest time for receipt of Proxy Appointments in respect of the EGM is 48 hours prior to the time allotted for the EGM.

Placing Programme Statistics

Maximum number of New Ordinary Shares under the Placing Programme	150,000,000
Maximum size of Placing Programme*	£249 million
ISIN for Ordinary Shares	GB00B0HW5366
SEDOL for Ordinary Shares	B0HW536
Ordinary Shares ticker	RECI

* Calculated using 31 January 2020 unaudited NAV per Ordinary Share of 166.0 pence. The Placing Price applicable to each Placing under the Placing Programme will be determined by reference to the Net Asset Value per Ordinary Share as at the month-end immediately preceding the Placing.

Minimum subscription per investor pursuant to each Placing within the Placing Programme is £10,000.

For further information please contact:

Cheyne Capital Management (UK) LLP	[phone]
Richard Lang / Sophie Turner
Liberum Capital Limited (Sponsor and Bookrunner)	[phone]
Shane Le Prevost
Richard Crawley
Richard Bootle
Laura Hamilton

Important notice

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 issue, or an invitation to purchase or otherwise acquire, 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 risk of loss of the principal amount invested. Past performance is not a reliable indicator of future results. 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 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 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 Internal Revenue Code of 1986, as amended (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 solely 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 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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