Result of Equity Issue

RNS Number : 0562S

Warehouse REIT PLC

06 July 2020

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EC NO. 596/2014) ("MAR")

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA TO US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

Terms not otherwise defined in this announcement have the meanings that are given to them in the Prospectus published by Warehouse REIT plc on 18 June 2020.

Warehouse REIT plc

(the "Company" or "Warehouse REIT")

Results of Firm Placing, Placing, Open Offer and Offer for Subscription

(including the Intermediaries Offer)

On 18 June 2020, Warehouse REIT announced a proposed Firm Placing, Placing, Open Offer, Offer for Subscription and Intermediaries Offer at 110 pence per share (the "Issue").

Warehouse REIT is now pleased to announce that it has received valid applications and commitments for the Issue such that the Company will issue 139,090,908 New Ordinary Shares at 110 pence per share, raising approximately £153 million.

Neil Kirton, Chairman of Warehouse REIT, commented:

"The result of this equity raise, ahead of our original £100 million March target, is a strong endorsement of our strategy. We are extremely grateful to both the new UK and global investors and existing shareholders who share our vision for the REIT, support which was clearly reflected in the upsized Firm Placing. Demand for warehouse space in strong locations across the UK shows little sign of slowing down, and our focus now is to execute on our near-term pipeline of accretive acquisitions with firepower well in excess of £200 million, leveraging management's deep sector expertise."

The Issue remains conditional on the Placing and Open Offer Agreement becoming unconditional in all respects and Admission. Application has been made for the admission of 139,090,908 New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission and commencement of dealings in the New Ordinary Shares will become effective at 8.00 a.m. on 8 July 2020.

Of the 139,090,908 New Ordinary Shares to be issued, 90,909,090 will be issued under the Firm Placing, 27,468,941 under the Placing, 13,731,745 under the Open Offer (including Excess Applications), and 6,981,132 under the Offer for Subscription (including the Intermediaries Offer). All valid applications under the Open Offer (including excess applications) will be met in full.

The New Ordinary Shares, when issued and fully paid, will rank in full for all dividends or distributions made, paid or declared, if any, by reference to a record date after the date of their issue or otherwise pari passu in all respects with the Existing Ordinary Shares.

Following Admission, the total issued share capital of Warehouse REIT will be 379,344,951 Ordinary Shares of 1 pence each. 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.

Enquiries:
Warehouse REIT plc (via FTI Consulting)
Tilstone Partners Limited	[phone]
Andrew Bird, Peter Greenslade, Paul Makin
Peel Hunt (Nominated Adviser, Broker and Joint Bookrunner)	[phone]
Corporate: Capel Irwin, Carl Gough, Harry Nicholas
ECM: Al Rae, Sohail Akbar
RBC Capital Markets (Joint Bookrunner)	[phone]
Darrell Uden, Charlie Foster, Marcus Jackson, Elliot Thomas
FTI Consulting (Financial PR & IR Adviser to the Company)	[phone]
Dido Laurimore, Ellie Sweeney, Richard Gotla
G10 Capital Limited (part of the IQEQ Group), AIFM	[phone]
Maria Glew, Gerhard Grueter

Important notice

Disclaimer

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (Regulation 596/2014). Upon the publication of this announcement via a Regulatory Information Service ("RIS") this inside information is now considered to be in the public domain.

This announcement (the "Announcement") has been issued by and is the sole responsibility of the Company.

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the "United States"), Australia, Canada, Israel, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation or breach of any applicable law. The Issue and the distribution of this Announcement and other information contained herein may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement is for information purposes only and does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") in any jurisdiction, including in or into the United States, Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa, where to do so would be unlawful. Investors should not subscribe for or purchase any Ordinary Shares except on the basis of information publicly announced by the Company to a RIS by or on behalf of the Company on or prior to the date of this Announcement.

G10 is authorised and regulated by the Financial Conduct Authority. TPL is an appointed representative of G10 which is authorised and regulated by the FCA. Each of G10 and Peel Hunt, which is authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, and RBC Europe Limited, which is authorised by the UK Prudential Regulation Authority (the"PRA") and regulated in the United Kingdom by the PRA and UK Financial Conduct Authority, are acting exclusively for the Company and no one else in connection with the Issue and Admission. Neither G10, Peel Hunt nor RBC will regard any other person as their respective clients in relation to the subject matter of this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Issue, Admission, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

Save as set out above, none of the Company, G10, Peel Hunt, RBC or any of their operating partners, co-investors and joint venture partners, or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this Announcement, including the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from this Announcement) or any other information relating to the Company, their respective subsidiaries or associated companies, 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. The Company, G10, Peel Hunt, RBC and their respective affiliates accordingly disclaim all and any liability whatsoever whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith. No representation or warranty, express or implied, is made by Peel Hunt and/or RBC or any of their respective affiliates as to the accuracy, fairness, completeness or sufficiency of the information contained in this Announcement.

 

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