PROPOSED PLACING TO FUND UK LOGISTICS ACQUISITIONS

RNS Number : 0557L

Pacific Industrial & Log REIT PLC

14 July 2017

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

The information communicated in this announcement is inside information for the purposes of Article 7 of Regulation 596/2014.

14 July 2017

Pacific Industrial & Logistics REIT plc

PROPOSED PLACING TO FUND UK LOGISTICS ACQUISITIONS

The Board of Pacific Industrial & Logistics REIT plc (AIM: PILR) (the "Company") today announces a potential placing of new Ordinary Shares to raise gross proceeds of up to £110 million (the "Placing") to fund pipeline acquisitions.

Highlights

·     Proposed Placing to raise gross proceeds of up to £110 million to finance an identified pipeline of acquisitions.

·      Target deployment of the net proceeds of the Placing within three months of Admission.

·      Pipeline includes three portfolios of well-located regional and last-mile logistics assets which:

o   have been sourced off market;

o   are expected to have an aggregate gross acquisition cost of approximately £170 million, reflecting a blended Net Initial Yield of 7.2 per cent.;

o   provide significant potential to grow rents and lengthen leases over the medium term, in line with the Company's strategy and supported by market and sub-sector fundamentals; and

o   are fully occupied with a WAULT of 5.6 years and a strong tenant base.

·     Acquisitions anticipated to be geared at approximately 40 per cent. LTV, within the Company's existing borrowing limits.

·       The Placing and acquisitions will support the Company's near-term growth, diluting certain operating costs and reducing the total expense ratio, further enhancing its capacity to deliver a targeted net dividend yield in excess of 6 per cent. per annum and a total return over the medium term of 10 to 15 per cent. per annum by reference to the IPO issue price.

·        Last mile industrial and regional logistics real estate market currently benefits from a number of supportive structural factors; including strong occupier demand, decline in lettable space, increased levels of e-commerce activity, affordable rents with potential for rental increases and availability of acquisitions for the Company at Net Initial Yields of 6.5 per cent. to 7.5 per cent.

·        Each member of the Board and the Management Team have confirmed their intention to participate in the Placing.

Nigel Rich, Non-Executive Chairman of Pacific Industrial & Logistics REIT plc said:

"Since listing in April 2016, we have delivered on our objectives by establishing a strong platform of assets that is delivering significant capital and income growth. Having successfully deployed the monies raised at IPO and at the subsequent equity raise, we see a compelling opportunity to significantly expand the scale of our business through a pipeline of off-market acquisitions, enhancing the Company's ability to deliver target returns whilst benefitting Shareholders by reducing the total expense ratio."

Background to and reasons for the Placing

The Company was formed for the purposes of investing in last mile and regional logistics properties in the UK with an average lot size of under £10 million, which are located in established logistics zones and which display, inter alia, the potential for rental growth and other asset management opportunities. At IPO, the Company targeted a net dividend yield of 6 per cent. per annum and a total return over the medium term of between 10 per cent. and 15 per cent. per annum by reference to the IPO issue price.

The Group has raised a total of £23.3 million of equity capital from its IPO and a subsequent capital raise in November 2016. The net proceeds of these capital raises have been deployed, together with debt finance at an average interest cost of 3.3 per cent. in the first period of trading, into assets yielding on average 7.9 per cent. (excluding purchaser costs). This deployment of capital, coupled with the Group's income enhancing asset management initiatives, has enabled the Group to deliver a strong set of results for the period from IPO on 13 April 2016 to 31 March 2017:

·        Overall portfolio valuation up 9.8 per cent. to £43.4 million (see the Appendix below for a summary of the Company's portfolio as at 31 March 2017).

·          The initial portfolio acquired on 14 April 2016 has delivered a valuation uplift in excess of 17 per cent. and a rental uplift of 8.6 per cent.

·           EPRA EPS of 7.8 pence per Ordinary Share.

·           EPRA NAV per Ordinary Share increased 16 per cent. to 116.1 pence.

·           Aggregate dividends of 6 pence per Ordinary Share.

·           Total Shareholder return of 22.6 per cent.

The Company benefits from a highly-experienced Board and Management Team with broad industry credentials and connections which have been built up over several decades. In the period since IPO, the Company has not only executed a number of successful property investments but has established a significant pipeline of potential transactions, all within the Company's investment objective and investing policy.

The Directors believe that the Placing will have the following principal benefits for Shareholders:

·     Provide additional capital which will enable the Company to execute some of its pipeline of potential transactions.

·         Diversify the Company's income stream and asset base by increasing the number of tenants and properties within the portfolio upon the capital being deployed.

·          Enhance the Company's position as an institutionally-backed, entrepreneurial and focused REIT.

·         Enlarge the Company, thereby spreading certain operating costs over a larger capital base and reducing the Company's total expense ratio, in turn contributing to the Company's dividend-paying capacity.

·        Increase the number of Ordinary Shares in issue, which may provide Shareholders with additional liquidity and the Company with a more diversified Shareholder base.

Market overview and the Company's positioning

The Directors believe that a number of structural and commercial factors currently support the attractive opportunity in the last mile/regional industrial and logistics real estate sub-sectors targeted by the Company:

·      Strong occupier demand, in particular due to growth in e-commerce and investment by retailers in their associated supply chain (it is estimated that for every £1 billion^[1] of new online retail sales, 1.125 million square feet of new distribution space is required with a current annual average of approximately 4.5m square foot of incremental demand).

·         Supply of lettable space in industrial and logistics real estate across the UK has declined, being more than one third lower than the most recent peak of 2009.

·         The planning permission regime in the United Kingdom is not supporting growth in supply to catch-up with increased demand in key logistics locations.

·           With high building and land costs there is a lack of speculative development of new premises.

·           Quality income-producing assets can be acquired at 30 to 70 per cent. of replacement cost.

·        Smaller lot size focus of less than £10 million and less than 250,000 square feet avoids competition with institutional investors for acquisitions, but tenant quality can be maintained.

·        Acquisitions can be made in the region of 6.5 to 7.5 per cent. Net Initial Yields, at affordable rents (in the region of £4.50 to £5.50 per square foot), on an overall LTV of 35 to 40 per cent. with a significant margin over financing costs, thus presenting an attractive income, capital growth and total return proposition.

·           Despite a structural shortage of lettable space in the subsector, it remains an active and well-traded market - 2016 saw some 21.2 million square feet of space taken up in the sub 100,000 square foot bracket alone and greater than £3 billion of real estate transacted.

The Directors believe the Company is the only closed-ended quoted or listed company in the UK with this sole investment focus, a competitive advantage which the Directors believe will increase as the Company grows.

Pipeline Overview^[2]

The Company is currently engaged in various stages of negotiations on potential acquisitions that meet the investment objective and investing policy.

Within the opportunities currently being considered, the Company has commenced negotiations on a number of portfolios of well-located regional logistics assets that are available to acquire in separate off market transactions. The aggregate gross acquisition cost of approximately £170 million reflects a blended Net Initial Yield of 7.2 per cent. The Directors believe there is significant potential to grow rents and lengthen leases over the medium term. The portfolios have strong existing tenant bases, are fully occupied, have a WAULT of 5.6 years and offer attractive reversionary potential.

Portfolio	Description	Value
1.	9 assets. Capital value of £61 per square foot. WAULT of 2.7 years. Low average rents of £4.80 per square foot.	£45.5 million at 7.3 per cent. NIY
2.	6 assets. Capital value of £79 per square foot. WAULT of 5.8 years. Low average warehouse rents of £4.35 per square foot.	£31 million at 7.0 per cent. NIY
3.	12 assets. Low capital value of £71 per square foot. WAULT of 7.1 years. Low local rents of £5.46 per square foot.	£83 million at 7.2 per cent. NIY

The acquisition of any potential investments by the Company is subject to, among other things, completion of the Placing, completion of satisfactory due diligence, successful negotiation of terms with vendors and the approval of the Directors. There can be no guarantee that any of the potential investments will be completed.

Borrowing and gearing policy

The Company will seek to use gearing to enhance returns over the long-term and, in addition, will seek to fix its borrowing rates. It is the Directors' current intention to target gearing of no more than 40 per cent. of gross asset value on new acquisitions and to therefore reduce the LTV ratio from the 42.4 per cent. level as at 31 March 2017.

The Company has £32 million of headroom under its existing debt facility and is in discussions with a number of lenders in respect of additional facilities.

Details of the Placing

The Company is proposing to raise gross proceeds of up to £110 million by way of the Placing which will be conditional upon, inter alia, approval by Shareholders.

The Ordinary Shares to be issued pursuant to the Placing will not be eligible to receive the dividend in respect of the period from 1 October 2016 to 31 March 2017 of 3.0 pence per Ordinary Share which was announced by the Company on 23 May 2017 and which will be paid on or around 28 July 2017 to Shareholders who were on the register on 2 June 2017. In all other respects, the Ordinary Shares to be issued pursuant to the Placing will rank pari passu with the Company's existing Ordinary Share capital by reference to a record date on or after the date of Admission.

It is expected that details of the Placing including, inter alia, final size, pricing and the expected timetable of principal events will be announced on or before 28 July 2017.

Management Arrangements

On 12 June 2017, the Company announced, inter alia, that it would continue to review the management fee and long-term incentive arrangements as the Company grows its institutional investor base. As a result of this process, and subject to completion of the Placing, the management arrangements will be amended as follows:

Annual management fee

Under the current management agreement, expenses incurred by the Manager are recharged to the Company and the Manager also receives a management fee payable half yearly in arrears. The management fee is not paid until Shareholders receive an annual dividend yield (by reference to the IPO issue price) of at least 6.0 per cent., following which the Manager receives a percentage of the excess annual yield as follows:

Annual dividend yield[3]	Manager's share of excess yield
From 6.0 per cent. to 7.0 per cent.	20
From 7.0 per cent. to 8.0 per cent.	25
Greater than 8.0 per cent.	30

On 12 June 2017, the Company announced that, following discussions between the Board and the Manager, the annual total running costs of the Group (excluding finance charges, performance fees, long-term incentive plan charges and direct property costs) would be capped at £650,000 per annum until an equity fundraising or other such capital event.

Subject to the completion of the Placing, the Company and the Manager have agreed to a new management fee such that the cost recharge, the excess of dividend yield management fee and the annual total running cost cap described above are replaced with a management fee of 0.95 per cent. per annum of the Group's EPRA NAV, payable quarterly in arrears.

Existing long term incentive plan

20.0 per cent. of the Company's total return over 8 per cent. per annum from the date of IPO to 13 July 2017 (being the day immediately prior to the announcement of the proposed Placing) will be crystallised and the resulting value will be paid in Ordinary Shares to Pacific Industrial LLP (an affiliate of the Manager) and will be subject to a lock-in until the third anniversary of the IPO.

New long term incentive plan

The new LTIP will have an EPRA NAV element and a share price element and will be assessed on: (i) 30 September 2020 (the "First Calculation Date"); and (ii) 30 September 2023 (the "Second Calculation Date").

The NAV element will be 10 per cent. of the excess of the EPRA NAV per Ordinary Share return over an annualised 9 per cent. hurdle^[4], multiplied by the number of Ordinary Shares in issue at relevant calculation date. The share price element will be 10 per cent. of the excess of the share price return over an annualised 9 per cent. hurdle^[5], multiplied by the number of Ordinary Shares in issue at the relevant calculation date.

At the First Calculation Date, the share price element and the EPRA NAV element hurdle shall be calculated by reference to the Placing price.

At the Second Calculation Date, if a payment has been made at the First Calculation Date under either element, the hurdle for that element at the Second Calculation Date shall be re-set to be based on the prevailing EPRA NAV per Ordinary Share/share price as at the First Calculation Date (as applicable). If no payment is made under an element at the First Calculation Date, then the hurdle for that element shall continue to be calculated by reference to the Placing price.

If there is a change of control, the LTIP will be assessed by applying the relevant offer price to the EPRA NAV element and the share price element calculations at the date of the change of control.

The LTIP will be paid in shares or, at the Board's discretion, cash.

For further information on the announcement, please contact:

Pacific Industrial & Logistics REIT Plc Richard Moffitt Sam Tucker	[phone]
Canaccord Genuity - Nominated Adviser, Joint Financial Adviser and Sole Bookrunner Corporate Broking Bruce Garrow / Charlie Foster / Ben Griffiths ECM Antony Isaacs / Sam Lucas	[phone]
Kinmont Advisory - Joint Financial Adviser Mat Thackery	[phone]
Radnor Capital Partners - Capital Advisory and Placing Agent Tom Durie / Joshua Cryer	[phone]
FTI Consulting - PR and IR Advisor Claire Turvey / Richard Gotla	[phone]

Notes to Editors

About Pacific Industrial & Logistics REIT

Pacific Industrial & Logistics REIT plc is a property investment company, quoted on the AIM market of the London Stock Exchange.

The Company has been established to invest in UK based industrial and logistics properties with a view to delivering attractive dividends and capital returns to its Shareholders. The investment strategy is focused on smaller single let industrial and logistics properties in key geographical locations servicing high quality tenants. Investment returns will be generated by quality stock, asset management and a strong occupational market.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

Admission	the admission of the Placing Shares to trading on the AIM market of the London Stock Exchange
Board	the board of directors of the Company
Company	Pacific Industrial & Logistics REIT plc
EPRA Guidelines	the EPRA Best Practices Recommendations Guidelines published by the European Public Real Estate Association, as amended from time-to-time
EPRA Earnings	the IFRS profit after taxation adjusted to meet EPRA Guidelines by, inter alia, excluding investment property revaluations, gains/losses on disposals and changes in the fair value of financial instruments
EPRA EPS	the EPRA Earnings divided by the diluted number of Ordinary Shares in issue from time-to-time
EPRA NAV	the Company's balance sheet net asset value adjusted to meet EPRA Guidelines by, inter alia, excluding the impact of any fair value adjustments to debt and related derivatives
EPRA NAV per Ordinary Share	the EPRA NAV divided by the diluted number of Ordinary Shares in issue from time-to-time
IPO	the admission of the entire issued and to be issued Ordinary Share capital of the Company to trading on the AIM market of the London Stock Exchange, which took place on 13 April 2016
LTV	the ratio of gross debt less cash, short-term deposits and liquid investments to the aggregate value of properties and investments
Management Team	Richard Moffitt and Christopher Turner
Manager	Pacific Capital Partners Limited, a company registered in England and Wales with company number 02849777, the manager to the Company
Net Initial Yield or NIY	annualised current passing rent less non-recoverable property expenses such as empty rates, divided by the property valuation plus notional purchasers' costs
Ordinary Shares	ordinary shares of £0.01 each in the capital of the Company
Placing	the placing of new Ordinary Shares, as more particularly described in this Announcement
Shareholders	holders of Ordinary Shares
WAULT	the average lease term remaining to first break, or expiry, across the portfolio weighted by contracted rental income (including rent-frees). The calculation excludes residential leases and properties allocated as developments

Appendix - Portfolio as at 31 March 2017

Tenant	Location	Month of acquisition	Acquisition cost (£m)1[6]	Net book value (£m)	Size (sq ft)
Price's Patent Candles Ltd	Bedford	Apr 16	2.2	2.4	44,338
Jas Bowman & Sons	Bedford	Apr 16	2.7	3.2	39,306
The BSS Group Ltd	Northampton	Apr 16	0.8	0.8	13,633
ACO Technologies Plc	Bedford	Apr 16	1.7	2.5	38,716
Blackburns Metals Ltd	Bedford	Apr 16	1.3	1.8	24,008
Ball and Young Ltd	Bedford	Apr 16	1.1	1.6	22,672
Ideal Industries Ltd	Bedford	Apr 16	2.9	2.3	42,320
The BSS Group Ltd	Bedford	Apr 16	2.3	4.9	59,607
Marshall Thermo King Ltd	Dunstable	Apr 16	0.6	0.8	9,452
Winit (UK) Ltd	Bardon	Apr 16	6.0	6.1	73,466
Void[7]	Bedford	Apr 16	1.4	1.5	21,140
Professional Fulfilment Services Ltd	Bedford	Apr 16	1.4	1.6	21,165
Arqadia Ltd	Bedford	Apr 16	2.8	3.1	42,707
Tangerine Confectionery Ltd	Chesterfield	Jan 17	4.7	5.0	108,194
PUMA United Kingdom Ltd	Leeds	Mar 17	6.1	6.1	62,117
Total at 31 March 2017			37.7	43.4	622,841

IMPORTANT NOTICE

The contents of this announcement, which have been prepared and issued by, and are the sole responsibility of the Company, have been approved by the Manager solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA").

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is directed only at persons in the United Kingdom who: (a) are Professional Investors (within the meaning of the Alternative Investment Fund Managers Directive (2011/61/EU)) (b) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (c) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order; or (d) are persons to whom it may otherwise be lawfully communicated.

This announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group, Pacific Investments Management Limited, Canaccord Genuity Limited ("Canaccord"), Kinmont Limited ("Kinmont") or Radnor Capital Partners Ltd ("Radnor") or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this announcement.

Canaccord which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority ("FCA") and is acting as nominated adviser, joint financial adviser and sole bookrunner to the Company. Canaccord is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Canaccord's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any Director or to any other person. No representation or warranty, express or implied, is made by Canaccord as to, and no liability is accepted by Canaccord in respect of, any of the contents of this announcement.

Kinmont, is authorised and regulated in the UK by the FCA and is acting as joint financial adviser to the Company. Kinmont is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Kinmont as to, and no liability is accepted by Kinmont in respect of, any of the contents of this announcement.

Radnor, is authorised and regulated in the UK by the FCA and is acting as capital adviser and placing agent to the Company. Radnor is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Radnor as to, and no liability is accepted by Radnor in respect of, any of the contents of this announcement.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable securities laws and regulations of other jurisdictions.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate'', "believe", "may", "will", "should", "intend", "plan", "assume'', "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained to this announcement, whether as a result of new information, future events or otherwise, except to the extent required by the UK Financial Conduct Authority, the London Stock Exchange Plc or by applicable law.

The targeted annualised net dividend and annual total return set out in this Announcement are targets only and not profit forecasts and there can be no assurance that they will be met or that any dividend, rental growth or capital growth will be achieved.

The acquisition of any potential investments by the Company is subject, among other things, to the Company completing satisfactory due diligence, successful negotiation of terms with vendors and the approval of the Directors. There can be no guarantee that any of the potential investments described in this Announcement will be completed. All information relating to the potential investments described in this Announcement are indicative, subject to detailed due diligence and may subsequently change as a result.

 

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[1] JP Morgan (June 2017).

[2] All information relating to the potential investments described in this Announcement are indicative, subject to detailed due diligence and may subsequently change as a result.

[3] By reference to the IPO issue price.

[4] Hurdle adjusted for all distributions per share (including dividends and returns of capital).

[5] Hurdle adjusted for all distributions per share (including dividends and returns of capital).

[6] All excluding purchaser costs.

[7] Void from 24 March 2017.

 

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