Publication of Circular and Notice of GM

RNS Number : 3527Q

Urban Logistics REIT PLC

27 October 2021

 

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OR SOLICITATION TO PURCHASE SHARES IN ANY JURISDICTION. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

27 October 2021

Urban Logistics REIT plc

("the Company" or "Urban Logistics")

Publication of Circular and Notice of General Meeting

Notification of proposed admission to the Main Market and cancellation of trading on AIM

Urban Logistics (AIM:SHED), the last mile logistics focused REIT, has today published a circular to Shareholders (the "Circular") detailing, inter alia, proposed amendments to the Company's Existing Investing Policy and adoption of the New Articles in connection with: the cancellation of the admission of the Company's Ordinary Shares to trading on AIM; the proposed listing on the Premium Segment of the Official List and to trading on the London Stock Exchange's Main Market ("Admission") and the implementation of a placing programme (the "Placing Programme").

Admission

The Directors believe that the current market capitalisation of the Company now justifies a move to the Main Market and that Admission is in the best interests of the Company and Shareholders as a whole for the following reasons:

· the Company will have access to a larger pool of capital which may improve the liquidity of the Shares;

· the premium listing is expected to broaden the Company's share register;

· the premium listing will enable the Company to be eligible for inclusion in the FTSE's EPRA and UK Index Series which may further facilitate increased liquidity;

· a premium listing may help raise the Company's profile with increased media coverage and investor interest, which in turn would enhance its status;

· with a premium listing and possibly higher company profile, there could potentially be increased analyst coverage; and

· the Company will be required to comply with higher standards of governance required by premium listed companies under the Listing Rules.

To support Admission, the stated strategy of further growing the Company and to provide greater flexibility to achieve these objectives the Board is seeking approval from Shareholders for the following Proposals:

· conditional upon and with effect from Admission, to adopt the Amended Investment Policy, which is being amended to satisfy certain eligibility requirements under the Listing Rules ahead of Admission and to reflect the evolution of the Company's business since launch;

· To give the Directors the authority to implement the Placing Programme under the terms of which the Company would have the ability to issue, in aggregate, a maximum of 350 million Ordinary Shares (and/or C Shares) on a non-pre-emptive basis subject to the publication of a prospectus;

· the renewal of the general authorities to allot Ordinary Shares and disapplication of pre-emption rights previously granted at the 2021 AGM which were fully utilised in connection with the Company's July 2021 fundraising;

· the adoption of the New Articles, which are also being amended to satisfy certain Listing Rules eligibility requirements as well as to give the Company the flexibility to issue C Shares under the Placing Programme; and

· the Company to hold general meetings (other than an annual general meeting) on 14 clear days' notice following Admission.

In order to satisfy certain eligibility requirements under the Listing Rules ahead of Admission, the Board is seeking approval from Shareholders to adopt, conditional upon and with effect from Admission, the Amended Investment Policy and the New Articles. The proposed amendments, details of which are included in the Circular, are those considered necessary and/or desirable in the context of Admission and to ensure compliance with the Listing Rules. The restrictions in the Amended Investment Policy will not impact the Company's stated strategy and are also considered to be in the best interests of the Company and Shareholders to support Admission.

The Company confirms that preparations in respect of Admission are well progressed and therefore the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on AIM. It is expected that the Company will publish its prospectus in connection with Admission and the Placing Programme in mid-November and it is expected that Admission will occur on or around 7 December 2021. Singer Capital Markets is acting as the Company's sponsor in connection with the Admission. Trading in the Ordinary Shares on AIM will be cancelled simultaneously with Admission. The Ordinary Shares will continue to be registered with their existing ISIN number GB00BYV8MN78. The Company's ticker symbol will continue to be SHED. The prospectus will, when issued, be made available on the Company's website at https://www.urbanlogisticsreit.com/investors/.

In order to seek the Shareholder approvals required to implement the Proposals, the Board is convening the General Meeting , to be held at 10.00 a.m. on 12 November 2021, notice of which is set out in the Circular. The Circular, including a Notice of General Meeting and form of proxy, setting out details of the Proposals will be posted to Shareholders today. The Circular and the New Articles are available on the Company's website at https://www.urbanlogisticsreit.com/investors/ .

Capitalised terms in this announcement have the same meaning as given to them in the Circular (unless the context otherwise requires).

For further information, please contact:

Urban Logistics REIT plc Richard Moffitt	[phone]
Buchanan Helen Tarbet Henry Wilson George Beale	[phone] [phone] [phone] [phone]
Singer Capital Markets - Nominated Adviser and Broker James Maxwell / Alaina Wong (Corporate Finance) Alan Geeves / James Waterlow / Sam Greatrex (Sales)	[phone]
Panmure Gordon (UK) Limited - Joint Broker Chloe Ponsonby (Corporate Broking) Emma Earl (Corporate Finance) David Hawkins (Sales)	[phone]

About Urban Logistics REIT

Urban Logistics REIT plc is a property investment company, quoted on the AIM market of the London Stock Exchange (AIM: SHED).

The Company has been established to invest in UK-based logistics properties with the objective of generating attractive dividends and capital returns for its shareholders. Its investment strategy focuses on strategically located smaller single let properties servicing high-quality tenants. Investment returns will be generated by an experienced management team focusing on quality stock selection and active asset management.

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, including: strong occupier demand, (driven by the growth of e-commerce and investment by retailers in their associated supply chain) and a decline in the supply of smaller sized lettable space in industrial and logistics real estate across the UK.

IMPORTANT NOTICE

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, shares in the Company in any jurisdiction. The distribution of this announcement outside the UK may be restricted by law. No action has been taken by the Company that would permit possession of this announcement in any jurisdiction outside the UK where action for that purpose is required. Persons outside the UK who come into possession of this announcement should inform themselves about the distribution of this announcement in their particular jurisdiction.

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the Ordinary Shares in the United States.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and/or its current goals and expectations relating to its respective future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements.

 

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