Result of Placing

RNS Number : 1111D

Urban Logistics REIT PLC

14 February 2020

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, 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 JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). 

Urban Logistics REIT plc

("Urban Logistics" or the "Company")

Result of Placing, Over-allotment Option

 and

Declaration of Special Dividend

Further to the placing, open offer and offer for subscription announcement on 10 February 2020, Urban Logistics, the specialist UK Logistics REIT, is pleased to announce that it is has raised gross proceeds of £130 million pursuant to the Placing. The result of the Placing was significantly in excess of the target Placing size of £100 million.

A total of 94,545,455 Placing Shares in the Company have been conditionally placed by N+1 Singer and Panmure Gordon (the "Joint Bookrunners") with new and existing investors at an Issue Price of 137.5 pence per Ordinary Share.

Completion of the Placing is subject to, inter alia, shareholder approval to enable the allotment of the New Ordinary Shares, which will be sought at a General Meeting of the Company to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU at 10.00 a.m. on 9 March 2020.

The Circular, containing further details of the Issue, convening of the General Meeting and a proxy form is expected to be despatched to Shareholders on or around 18 February 2020 and will thereafter be available on the Company's website at https://www.urbanlogisticsreit.com 

Over-allotment Option

The Company also proposes to raise up to a further £12 million before expenses through an over-allotment option ("the Over-allotment Option"). The Over-allotment Option allows the Company to place up to 8,727,272 New Ordinary Shares at the Issue Price from the release of this announcement to 10.00 a.m. on 9 March 2020, and any New Ordinary Shares to be issued through the Over-allotment Option will rank pari passu with the Placing Shares. The purpose of the Over-allotment Option is to provide certain EU investors the opportunity to participate in the Placing to the extent the Manager receives certain EU marketing permissions pursuant to the AIFMD by no later than 9 March 2020.

Directors' participation in the Placing

The following Directors have subscribed for New Ordinary Shares pursuant to the Placing as outlined below:

Director	No. of New Ordinary Shares being subscribed pursuant to the Placing	Resulting holding of Ordinary Shares	% of Enlarged Share Capital*
Nigel Rich	97,470	323,006	0.16
Bruce Anderson	4,446	50,000	0.03

* Assuming 109,700,839 New Ordinary Shares are issued pursuant to the Issue and the LTIP, being the maximum number of New Ordinary Shares to be issued pursuant to the Over-allotment Option, and the Open Offer and Offer for Subscription.

Conditional on Admission, Pacific Industrial LLP will be interested in a further 1,809,607 New Ordinary Shares following the issue of the LTIP Shares and Richard Moffitt, Pacific Investments Management Limited, Mark Johnson and Christopher Turner are members of Pacific Industrial LLP and therefore have an interest in such shares.

Special Dividend

The Company has also declared a Special Dividend in respect of the financial year ending 31 March 2020 of 3.85 pence per Ordinary Share. The Special Dividend will be paid on 21 April 2020 to Shareholders on the register on 6 March 2020. The New Ordinary Shares issued in respect of the LTIP above will not be eligible for the Special Dividend. The ex-dividend date will be 5 March 2020. The Special Dividend will be paid in full as a Property Income Distribution in respect of the Group's tax exempt property rental business.

As previously announced, the Special Dividend brings the total dividends issued and declared in respect of the 2020 financial year to 7.60 pence per share.

The Company intends to declare the next interim dividend following the release of its interim results for the half year ending 30 September 2020.

Open Offer and Offer for Subscription

Open Offer

As announced on 10 February 2020, the Directors recognise the importance of pre-emption rights to Shareholders and consequently invite Qualifying Shareholders to participate in the proposed issue of New Ordinary Shares by way of the Open Offer. The Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Issue by subscribing for their Basic Entitlements and Excess Entitlements.

Qualifying Shareholders will be given the opportunity to subscribe for Open Offer Shares under the Open Offer at the Issue Price, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the following basis:

1 Open Offer Share for every 19 Existing Ordinary Shares

held by Qualifying Shareholders and registered in their name at the Record Date.

Open Offer Entitlements under the Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be aggregated and made available under the Excess Application Facility and the Offer for Subscription. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Basic Entitlement.

If Qualifying Shareholders sell or otherwise transfer all of their Existing Ordinary Shares on or after the 'ex-entitlement' date, they will not be entitled to participate in the Open Offer but may still be entitled to participate in the Offer for Subscription.

The Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Open Offer Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that under the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer.

Excess Application Facility

Qualifying Shareholders will also be given the opportunity, provided that they take up their Basic Entitlements in full, to apply for Excess Entitlements through the Excess Application Facility. Shareholders who do not qualify for Basic Entitlements cannot participate in the Open Offer under the Excess Application Facility.

Further details of the Open Offer and the terms and conditions on which the Open Offer is being made, including the procedure for application and payment, will be set out in the Circular which is expected to be published on 18 February 2020.

The Offer for Subscription

The Company has agreed, in conjunction with the Open Offer, to make an offer of New Ordinary Shares in the United Kingdom pursuant to the Offer for Subscription at the Issue Price, subject to the terms and conditions under the Offer for Subscription.

Further information on the Offer for Subscription and the terms and conditions of the Offer for Subscription, including the procedure for application and payment, will be set out in the Circular, which is expected to be available on the Company's website by 18 February 2020.

Basis of allocation under the Issue

The Placing Shares are not subject to clawback and are not part of the Open Offer or the Offer for Subscription. The Open Offer is being made on a pre-emptive basis to Qualifying Shareholders. Any Ordinary Shares available under the Open Offer that are not taken up by subscriptions by Qualifying Shareholders under their Basic Entitlements will be available under the Excess Application Facility and the Offer for Subscription.

Scaling back and allocation

The maximum number of New Ordinary Shares in aggregate available under the Open Offer and Offer for Subscription is 4,618,505. Subject always to satisfying applications by Qualifying Shareholders in full up to their Basic Entitlement, in the event that the Open Offer and Offer for Subscription is oversubscribed it would be necessary to scale back applications under the Excess Application Facility and Offer for Subscription. The Company reserves the right to scale back applications under the Excess Application Facility and the Offer for Subscription on such basis that the Company (in consultation with N+1 Singer and Panmure Gordon) considers appropriate, in its absolute discretion. The Company reserves the right to decline in whole or in part any application for New Ordinary Shares pursuant to the Open Offer and/or Offer for Subscription.

The number of New Ordinary Shares available under the Open Offer and Offer for Subscription is less than the indicative number of available New Ordinary Shares announced on 10 February in order to ensure that neither the Open Offer nor the Offer for Subscription constitutes an offer to the public requiring the publication of an approved prospectus under section 85 of the Financial Services and Markets Act 2000 (as amended).

Other information relating to the Issue

The placing of the Placing Shares and the issue of the Open Offer Shares and the Subscription Shares (and the LTIP Shares) are conditional, inter alia, upon:

·      the approval of Resolutions 1 and 2 at the General Meeting of the Company to be held at 10.00 a.m. on 9 March 2020;

·      the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and

·      Admission of the Placing Shares, the Open Offer Shares and the Subscription Shares to trading on AIM. It is expected that Admission of the New Ordinary Shares will occur at 8.00 a.m. on 11 March 2020.

Nigel Rich CBE, Independent Non-Executive Chairman, said:

"We are delighted with the results of this fundraising and the enthusiastic support we have had from new and existing investors.

The level of demand reflects the success of our strategy and the quality of our asset selection and management capabilities. We look forward to continuing to deliver income and capital growth for shareholders."  

Richard Moffitt, Director and CEO, commented:

"I am delighted that we can confidently increase the portfolio's scale with the support of our broadened shareholder base. We will now focus on deploying the proceeds of the fundraise into high-quality urban logistics properties and working with tenants to help them get the most out of their facilities."

Expected timetable of principal events

Publication of the Circular including the dispatch of the Form of Proxy and Open Offer Application Form to Qualifying non-CREST Shareholders	18 February 2020
The Open Offer
Record Date for entitlement under the Open Offer	6.00 p.m. on 14 February 2020
Existing Ordinary Shares marked 'ex entitlement' by the London Stock Exchange	7.00 a.m. on 18 February 2020
Basic Entitlements and Excess Entitlements credited to CREST accounts of Qualifying CREST Shareholders	as soon as possible on 19 February 2020
Recommended latest time and date for requesting withdrawal of Basic Entitlements from CREST	4.30 p.m. on 27 February 2020
Latest time and date for depositing Basic Entitlements into CREST	3.00 p.m. on 28 February 2020
Latest time and date for splitting Open Offer Application Forms (to satisfy bona fide market claims only)	3.00 p.m. on 2 March 2020
Latest time and date for receipt of completed Open Offer Application Forms from Qualifying Shareholders and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate)*	11.00 a.m. on 4 March 2020
The Offer for Subscription
Offer for Subscription opens	18 February 2020
Latest time and date for receipt of completed Offer for Subscription Application Forms and payment in full under the Offer for Subscription*	11.00 a.m. on 4 March 2020
Announcement of the results of the Offer for Subscription	5 March 2020
Other Key Dates
Latest time and date for receipt of Forms of Proxy for the General Meeting	10.00 a.m. on 5 March 2020
Ex-dividend date for the Special Dividend	5 March 2020
Record Date for the Special Dividend	6 March 2020
General Meeting	10.00 a.m. on 9 March 2020
Announcement of the results of the General Meeting	9 March 2020
Admission and dealings in the New Ordinary Shares commence	8.00 a.m. on or around 11 March 2020
Crediting of CREST stock accounts in respect of the New Ordinary Shares	8.00 a.m. on 11 March 2020
Share certificates despatched (where applicable) in respect of the New Ordinary Shares	week commencing 16 March 2020 or as soon as possible thereafter

* The Directors may, with the prior approval of N+1 Singer and Panmure Gordon alter such date and thereby shorten or lengthen the Open Offer and/or Offer for Subscription period, to a date or dates no later than 10 April 2020. The Company will notify investors of such change through the publication of an announcement through a Regulatory Information Service.

Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service. The Circular will contain further details of the expected timetable for the Issue and the General Meeting.

Unless otherwise defined herein, capitalised terms in this announcement shall have the meaning given to them in the placing, open offer and offer for subscription announcement of the Company dated 10 February 2020.

Enquiries

Urban Logistics REIT plc Richard Moffitt	[phone]
Montfort - Financial PR and IR adviser Olly Scott	[phone]
N+1 Singer - Nominated Adviser and Joint Bookrunner James Maxwell / James Moat (Corporate Finance) Alan Geeves / James Waterlow / Sam Greatrex (Sales)	[phone]
Panmure Gordon (UK) Limited - Joint Bookrunner Chloe Ponsonby (Corporate Broking) Emma Earl (Corporate Finance) David Hawkins / Tom Scrivens (Sales)	[phone]

IMPORTANT NOTICE

This announcement contains inside information for the purposes of Article 7 of MAR. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging the release of this announcement on behalf of the Company is Pacific Capital Partners Limited.

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 not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, New Zealand, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Canada, New Zealand, Japan, South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

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, the Manager, Nplus 1 Singer Advisory LLP ("N+1 Singer"), Panmure Gordon (UK) Limited ("Panmure Gordon") or Kinmont Limited ("Kinmont") 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.

N+1 Singer, 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 and joint broker to the Company. N+1 Singer 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. N+1 Singer'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 of the Company or to any other person. No representation or warranty, express or implied, is made by N+1 Singer as to, and no liability is accepted by N+1 Singer in respect of, any of the contents of this announcement.

Panmure Gordon is authorised and regulated in the UK by the FCA and is acting as joint broker to the Company. Panmure Gordon 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 Panmure Gordon as to, and no liability is accepted by Panmure Gordon in respect of, any of the contents of this announcement.

Kinmont Limited ("Kinmont") is authorised and regulated in the UK by the FCA and is acting as 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.

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 current beliefs and expectations of the directors of the Company and/or the Manager 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 FCA, the London Stock Exchange or by applicable law. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results.

 

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