Results of Capital Raising

RNS Number : 8513Z

Regional REIT Limited

19 December 2017

 

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States of America or any other jurisdiction, including in or into Australia, New Zealand, Canada, the Republic of South Africa and Japan or any other jurisdiction in which such offer or solicitation is unlawful. This announcement is an advertisement and not a prospectus (or prospectus equivalent document).

19 December 2017

Regional REIT Limited

("Regional REIT" or the "Company")

Results of Capital Raising

On 4 December, Regional REIT announced a proposed Firm Placing, Placing, Open Offer and Offer for Subscription at 101 pence per share (the "Capital Raising").

Regional REIT is now pleased to announce that it has received valid applications and commitments for the Capital Raising such that the Company will issue 72,277,228 New Ordinary Shares at 101 pence per New Ordinary Share, raising, in aggregate, gross proceeds of £73.00 million. The disapplication of pre-emption rights in relation to these New Ordinary Shares was approved earlier at today's Extraordinary General Meeting.  The issue of New Ordinary Shares will be split as follows:

·      49,504,950 New Ordinary Shares under the Firm Placing, raising gross proceeds of £50.00 million;

·      10,389,010 New Ordinary Shares taken up under the Open Offer, including excess applications, raising gross proceeds of £10.49 million;

·      10,007,568 New Ordinary Shares under the Placing, raising gross proceeds of £10.11 million; and

·      2,375,700 New Ordinary Shares under the Offer for Subscription, raising gross proceeds of £2.40 million.

Applications under the Open Offer (including excess applications) and the Offer for Subscription will all be met in full.

The Capital Raising was approved at the Extraordinary General Meeting held earlier today but remains conditional upon (i) the Placing Agreement becoming unconditional in all respects and (ii) Admission occurring. Application has been made for the admission of 72,277,228 New Ordinary Shares to the Official List of the Financial Conduct Authority ("FCA") and to trading on the premium segment of the London Stock Exchange's main market for listed securities. It is expected that Admission and commencement of dealings in the New Ordinary Shares will become effective at 8.00 a.m. on 21 December 2017.

Stephen Inglis, Chief Executive Officer of London & Scottish Investments, the Asset Manager of Regional REIT, commented:

This significant fundraising is testament to the strength of our business proposition and what we have delivered over the past two years. We are delighted to have secured the support of new and existing shareholders. The proceeds will enable us to acquire two major new portfolios that are immediately income and earnings accretive. Alongside the refinancing announced last week, which simplifies our balance sheet and significantly extends the average maturity of our debt, Regional REIT is well positioned for the next stage of its growth.

New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 21 December 2017 and share certificates for the New Ordinary Shares in certificated form are expected to be dispatched within 5 Business Days thereof.

The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of issued Ordinary Share capital of the Company after Admission.

The total issued share capital of Regional REIT following Admission will be 372,821,136 Ordinary Shares and the total number of voting rights of the Company will be 372,821,136 and this figure may be used by Shareholders 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 Guidance and Transparency Rules.

Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as set out in the announcement made by the Company on 4 December 2017 and the Prospectus published by the Company and sent to shareholders on 5 December 2017.

For further information:

Regional REIT Limited Press Enquiries through Headland
Toscafund Asset Management Investment Manager to the Group Adam Dickinson, Investor Relations for Regional REIT Limited	Tel: [phone]
London & Scottish Investments Limited Asset Manager to the Group Stephen Inglis, Derek McDonald	Tel: [phone]
Peel Hunt Sponsor and Sole Bookrunner Corporate: Capel Irwin, Edward Fox ECM Syndicate: Alastair Rae, Sohail Akbar	Tel: [phone]
Cenkos Joint Placing Agent Institutional Sales: Bob Morris, George Fraser Corporate: Alex Collins, Sapna Shah	Tel: [phone]
Headland Financial PR Francesca Tuckett, Bryony Sym, Jack Gault	Tel: [phone]

Important Notices

This announcement has been issued by Regional REIT and is the sole responsibility of Regional REIT.

This announcement is not an offer of securities for sale, or an offer to buy or subscribe for, directly or indirectly, securities to any person in the United States of America or any other jurisdiction, including in or into Australia, New Zealand, Canada, the Republic of South Africa and Japan or any other jurisdiction in which such offer or solicitation is unlawful.

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. Persons into whose possession any document or other information referred to herein comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

No action has been, or will be, taken by Regional REIT or any other person to permit a public offer or distribution of this announcement, or any related documents, in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

This announcement is not an offer of securities for sale in the United States, and is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The New Ordinary Shares and the Open Offer Entitlements referred to herein have not been, and will not be, registered under the US Securities Act or any relevant securities laws of any state or other jurisdiction of the United States and, subject to limited certain exceptions, may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States. No public offering of securities is being made in the United States and the New Ordinary Shares are being offered or sold outside the United States in reliance on Regulation S. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of that Act. The New Ordinary Shares made available under the Firm Placing and Placing are being offered and sold (i) in the United States only to persons reasonably believed to be (a) qualified institutional buyers (each a "QIB") as defined in Rule 144A under the US Securities Act who are also qualified purchasers ("QPs") as defined in section 2(a)(51) of the US Investment Company Act and (b) accredited investors (each an "Accredited Investor") as defined in Rule 501 of Regulation D under the US Securities Act who are also QPs and, in each such case, in reliance on Section 4(a)(2) of, and Rule 506(b) under, the US Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act; and (ii) outside of the United States to persons who are not US Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S. For a description of these and certain further restrictions on offers, sales and transfers of the New Ordinary Shares, see Terms and Conditions of the Firm Placing and the Placing.

The New Ordinary Shares and the Open Offer Entitlements have not been and will not be registered under the applicable securities laws of Australia, New Zealand, Canada, the Republic of South Africa and Japan. Subject to certain exceptions, the New Ordinary Shares and the Open Offer Entitlements referred to herein may not be offered or sold in Australia, New Zealand, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, New Zealand, Canada, the Republic of South Africa or Japan. There will be no public offer of securities in Australia, New Zealand, Canada, the Republic of South Africa and Japan.

Peel Hunt is authorised and regulated by the FCA in the United Kingdom. Peel Hunt is acting exclusively for Regional REIT and no-one else in connection with the Capital Raising, and will not regard any other person as its client in relation to the Capital Raising, and will not be responsible for providing the protections afforded to Peel Hunt clients, nor for giving advice in relation to the Capital Raising, or any arrangement referred to in, or information contained in, this announcement.

Cenkos, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Regional REIT in connection with the Capital Raising and will not be responsible to anyone other than Regional REIT for providing the protections afforded to clients of Cenkos or for providing advice in relation to the matters described in this announcement.

In connection with the Capital Raising, each of Peel Hunt and Cenkos, or any of their respective affiliates, may take up a portion of the New Ordinary Shares and/or related instruments in connection with the Capital Raising as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own account(s) such New Ordinary Shares and/or related instruments in connection with the Capital Raising or otherwise. Accordingly, references in the Prospectus, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Peel Hunt and Cenkos, or any of their respective affiliates, acting as investors for their own accounts. Except as required for legal or regulatory obligations to do so, Peel Hunt and Cenkos do not propose to make any disclosure in relation to the extent of any such investments or transactions. 

None of Peel Hunt and Cenkos, any of their respective affiliates, or any of their or their affiliates' respective directors, officers or employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of this announcement, or no representation or warranty, express or implied, is made as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement or any document referred to in this announcement) or any other information relating to Regional REIT or their respective subsidiaries or affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, each of Peel Hunt and Cenkos, their respective affiliates, and each of their and their affiliates' respective directors, officers, employees and agents, and any other person acting on their behalf, expressly disclaims any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

LEI number: 549300D8G4NKLRIKBX73

 

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