Proposed placing

RNS Number : 7141N

Schroder Eur Real Est Inv Trust PLC

02 February 2016

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

SCHRODER EUROPEAN REAL ESTATE INVESTMENT TRUST PLC

Proposed placing

2 February 2016

The Board of Schroder European Real Estate Investment Trust PLC (the 'Company'), today announces a proposal to issue up to 10.6 million new Ordinary Shares at 104 pence per new Ordinary Share to raise gross proceeds of approximately £11.0 million by way of a placing (the 'Placing') pursuant to the terms and conditions of the Placing Programme established under the prospectus issued by the Company dated 11 November 2015 (the 'Prospectus').

Background

In December 2015 the Company raised approximately £108 million through an initial public offering ('IPO') in the UK and South Africa to invest in commercial real estate in Continental Europe. Since IPO the Company has exchanged on approximately €62 million of assets, comprising a Parisian office for €37.5 million at a net initial yield of 5.7% and a retail warehouse in Berlin for €24.25 million at a net initial yield of 6.2%. There is a pipeline of other assets at various stages of advancement where terms are being negotiated or are under review. The Investment Manager and the Board remain confident that the IPO proceeds will be deployed in line with their timing expectations at launch and remain committed to growing the Company.

Following interest from both existing and prospective investors in South Africa and the UK, the Board is therefore proposing to issue new Ordinary Shares under a placing pursuant to the Placing Programme.

Proposed placing

Under the Placing, subject to compliance with the Act and the Articles, the Company is proposing to issue up to 10.6 million new Ordinary Shares at 104 pence per new Ordinary Share (the 'Placing Price') to raise gross proceeds of up to approximately £11.0 million. The Placing Price is based on the prevailing unaudited NAV per Share (which is estimated to be 101 pence) plus a premium to cover the costs of the Placing.

The Placing is expected to close at 3.00 pm UK time (5.00 pm SA time) on Thursday 4 February 2016, but may close earlier (or later) at the absolute discretion of the Company, in consultation with Numis and PSG Capital who are acting as joint placing agents to the Company. The Placing is not being underwritten.

Participation in the Placing in the UK will be available only to persons falling within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 or to persons whom the Ordinary Shares may otherwise lawfully be offered under that Order.  Such persons are invited to apply for new Ordinary Shares by contacting their usual contact at Numis and PSG Capital. Participation in the Placing in South Africa will be available only to persons who are invited to participate and who fall within any of the categories envisaged in section 96(1)(a) of the South African Companies Act or who subscribe for a minimum amount of R1,000,000 (one million Rand) per single addressee acting as principal, as contemplated in section 96(1)(b) of the South African Companies Act.

The Directors have also reserved the right, subject to demand and in consultation with Numis and PSG Capital, to increase the number of New Shares offered pursuant to the Placing. Any such increase will be announced via an RIS.

Dividends

The new Ordinary Shares issued pursuant to the Placing will rank pari passu in all respects with the existing Ordinary Shares (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant new Ordinary Shares).

As stated in the Prospectus, the Company intends to declare its first dividend in July 2016 in respect of the period to 30 June 2016. The Euro dividend target during the first operating year of the Company to 30 September 2016 continues to be 1.5 - 2.0 per cent. based on the Euro equivalent of the issue price of 100p at IPO. For subsequent operating years the Company continues to target an annualised Euro dividend yield of 5.5 per cent. based on the Euro equivalent of the issue price of 100p at IPO.

Other information

Applications will be made to the UK Listing Authority and the London Stock Exchange for the new Ordinary Shares issued pursuant to the Placing to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities as a primary listing. In addition, application will be made to the JSE for the new Ordinary Shares issued pursuant to the Placing to be admitted to trading on the JSE's main board for listed securities. It is expected that such admission will take place at commencement of trading on Friday 12 February 2016 (or such later date as may be agreed between the Company, Numis and PSG Capital).

Capitalised terms in this announcement shall (unless expressly stated otherwise) have the meaning given to them in the Prospectus. A copy of the Prospectus is available from the Company's website at www.schroders.co.uk/sereit and is available for inspection during usual business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of Stephenson Harwood LLP, 1 Finsbury Circus, London EC2M 7SH and at the offices of PSG Capital, 1st Floor Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and 1st Floor, Building 8, Inanda Greens Business Park, 54 Weirda Road West, Wierda Valley, Sandton, 2196.

For further details contact:

Sponsor, Broker and Placing Agent in the UK

Numis Securities (UK investors)

020 7260 1000

Katherine Miller (Sales)

David Benda (Corporate)

Sponsor and Placing Agent in South Africa

PSG Capital (SA investors)

[phone]

David Tosi

Willie Honeyball

Important Information

This announcement has been prepared by, and is the sole responsibility of, Schroder European Real Estate Investment Trust PLC.

Numis Securities Limited is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Numis Securities Limited or advice to any other person in relation to the matters contained herein.

PSG Capital is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of PSG Capital or advice to any other person in relation to the matters contained herein.

The Company is not and will not be registered under the US Investment Company Act of 1940, as amended.  The Ordinary Shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or the Republic of Ireland.  Subject to certain exceptions, the Ordinary Shares may not be offered or sold in the United States, Australia, Canada, Japan or the Republic of Ireland  or to or for the account or benefit of any national, resident or citizen of Australia, Canada, Japan or the Republic of Ireland  or any person located in the United States. The Placing and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

 

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