Proposed Share Issue and Notice of EGM

RNS Number : 4497O

Phoenix Spree Deutschland Limited

09 February 2016

 

9 February 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF 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 an advertisement and not a prospectus for the purposes of the Prospectus Rules and has not been, and will not be, approved by, or filed with, the Financial Conduct Authority. It does not constitute or form part of, and should not be construed as, an offer to sell or issue, or a solicitation of any offer of or invitation to buy or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. Any failure to comply with these restrictions may constitute a violation of the applicable securities laws in such jurisdictions. This announcement does not constitute a recommendation regarding any securities. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") to be published in due course by Phoenix Spree Deutschland Limited, and any supplement thereto.

Phoenix Spree Deutschland Limited

(the "Company")

Proposed Firm Placing, Offer for Subscription and Placing Programme

and

Notice of Extraordinary General Meeting

The Board of Phoenix Spree Deutschland Limited, the London listed investment company specialising in German residential real estate, is pleased to announce a proposed fundraising to raise gross proceeds of up to £38.0 million (approximately £36.6 million net of expenses) through the issue of 19,642,857 New Shares by way of a Firm Placing and the issue of up to 2,976,190 New Shares by way of an Offer for Subscription (together the "Initial Issue"), all at 168 pence per New Share ("Initial Issue Price"). 

The Company is also proposing a Placing Programme to enable the Company to raise capital in an efficient and cost-effective manner over the next 12 months (together with the Initial Issue, the "Issues").

The Initial Issue Price of 168 pence per New Share is at a premium to the Estimated NAV per Share as at 31 December 2015 of 167 pence per Share. New Shares will only be issued under the Placing Programme to new and existing Shareholders at a premium to the prevailing NAV at the time of issue after taking into account the costs of such issue and will therefore be NAV accretive for existing Shareholders.

The Issues are conditional upon, amongst other things, certain resolutions being passed at an extraordinary general meeting of the Company (the "Extraordinary General Meeting") to be convened for 3 March 2016.  A Notice of Extraordinary General Meeting will be sent to Shareholders today.

A Circular and Prospectus in relation to the Issues will shortly be available on the national storage mechanism at www.morningstar.co.uk/uk/NSM, and will also be available on the Company's website at www.phoenixspree.com

Highlights:

·	A total of 19,642,857 New Shares in the Company have been conditionally placed by Liberum Capital Limited ("Liberum") at the Initial Issue Price, raising gross proceeds of £33.0 million from institutional and other investors.
·	Up to 2,976,190 New Shares are available under the Offer for Subscription to raise gross proceeds of up to £5.0 million at the Initial Issue Price.
·	The Initial Issue Price represents a premium of 0.9% to the closing mid-market price of the Company's Shares of 166.5 pence per Share as at 8 February 2015 and a 0.6% premium to the estimated EPRA NAV per Share as at 31 December 2015.
·	The funds raised from the Initial Issue will be invested in accordance with the Company's strategy and investment objective and policy to grow its portfolio.
·	The proposed Placing Programme is intended to enable the Company to raise additional capital in the period from 7 March 2016 to 8 February 2017 as and when it identifies properties that are suitable for acquisition in accordance with its investment objective and policy.
·	The Company announces an Estimated NAV per Share as at 31 December 2015 of €2.19 (£1.60) per Share.  The Estimated EPRA NAV per Share as at 31 December 2015 was €2.28 (£1.67) per Share.
·	As of 31 December 2015, the Company had borrowings of €133.8 million and cash balances of €12.7 million, giving net debt of €121.1 million.
·	The New Shares will, when issued and fully paid, include the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue. Accordingly, the New Shares issued under the Initial Issue will be entitled to receive any dividend for the period from 1 July 2015 to 31 December 2015.
·	It is expected that the Offer for Subscription will be open from 9 February 2016 to 1 p.m. on 26 February 2016.  Details as to how investors can apply for New Shares pursuant to the Offer for Subscription will be set out in Part 2 of the Prospectus.

Robert Hingley, Chairman of Phoenix Spree Deutschland, commented:

"We are delighted to announce this fundraise. Since we listed in June 2015 we have actively grown our portfolio as well as reinvested in maximising the value of our existing assets. The proceeds raised will give us greater opportunity to continue to implement our strategy of delivering value to shareholders by increasing exposure to the attractive German residential market. The funds raised will be used to grow the portfolio with assets that meet our criteria and offer significant scope for value creation. The Placing Programme will enable us to act more quickly and take advantage of opportunities to add to our portfolio as they arise."

For further information please contact:

PMM Partners UK Limited (Property Advisor)                [phone]

Mike Hilton

Matthew Northover

Paul Ruddle

Stuart Young

Liberum Capital Limited (Sponsor and Bookrunner)    [phone]

Shane Le Prevost

Richard Crawley

Christopher Britton

Jill Li

Bell Pottinger (Financial Public Relations)                       [phone]

Nick Lambert

Victoria Geoghegan

Elizabeth Snow

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates set out below is subject to change.  References to a time of day are to London time.  Any changes to the timetable will be notified by publication of a notice through an RIS.

Publication of Prospectus	9 February 2016
Offer for Subscription opens	9 February 2016
Latest time and date for receipt of Application Forms under the Offer for Subscription	1.00 p.m. on 26 February 2016
Latest time and date for receipt of forms of proxy in respect of the Extraordinary General Meeting	10.00 a.m. on 1 March 2016
Extraordinary General Meeting	10.00 a.m. on 3 March 2016
Results of Initial Issue announced	3 March 2016
Admission and dealings in the New Shares issued pursuant to the Initial Issue commence	8.00 a.m. on 4 March 2016
Expected date for crediting of New Shares issued pursuant to the Initial Issue to CREST accounts in uncertified form	4 March 2016
Expected date for despatch of certificates for the New Shares issued pursuant to the Initial Issue, where applicable	Week commencing 14 March 2016
EXPECTED PLACING PROGRAMME TIMETABLE
Placing Programme opens	7 March 2016
Publication of the relevant Placing Programme Price in respect of each Subsequent Placing	As soon as reasonably practical following the closing of each Subsequent Placing
Admission and crediting of CREST in respect of each Subsequent Placing	8.00 a.m. on each day on which New Shares are issued pursuant to a Subsequent Placing
Despatch of definitive share certificates (as applicable)	Approximately one week following Admission of the relevant New Shares
Placing Programme closes	8 February 2017

1                 Introduction

The Company is a closed-ended investment company incorporated in Jersey on 2 April 2007. On 15 June 2015, the Company's Shares were admitted to listing on the premium segment of the Official List and to trading on the London Stock Exchange's main market for listed securities (the "Introduction").

The Company offers Shareholders exposure to the German real estate market, particularly residential property in Berlin and other secondary German cities.  Since 2007, the Company has assembled an attractive portfolio of German real estate assets which the Directors believe offers investors the potential for both stable income returns as well as capital growth.

The Estimated EPRA NAV per Share of the Company as at 31 December 2015 was €2.28 (£1.67)¹ and, on this basis, from inception to 31 December 2015, the underlying EPRA NAV per Share of the Company has increased by 54 per cent. in Euro terms and 67 per cent. in Sterling terms after taking into account performance fees.  Between 31 December 2011 and 31 December 2015, the CAGR in EPRA NAV per Share of the Company is estimated to be 12.4 per cent., or 15.6 per cent. before historical performance fees.

The Board and the Property Advisor believe there is the potential to enhance returns to Shareholders through further disciplined and accretive growth of the Company through new property investment opportunities. The Board is therefore proposing an Initial Issue to raise Gross Proceeds of up to approximately £38.0 million to invest in accordance with the Company's strategy and investment policy. 19,642,857 New Shares have been placed with institutional and other investors pursuant to the Firm Placing at the Initial Issue Price and an additional 2,976,190 New Shares are available pursuant to the Offer for Subscription at the Initial Issue Price. The Board is also proposing to implement a Placing Programme to enable the Company to raise capital in an efficient and cost-effective manner over the next 12 months.

The Initial Issue and the Placing Programme are conditional on Shareholder approval.

[1] The Estimated NAV and Estimated EPRA NAV are estimates of the Directors based on (a) the independent valuation of the Portfolio by Jones Lang LaSalle as at 31

December 2015, (b) statements and information received by the Company from its lending and depositary banks and (c) unaudited management information of the Group. The Estimated EPRA NAV has been calculated taking the Estimated NAV as at 31 December 2015 and adjusting it for deferred tax, derivative financial instrument liabilities, non-controlling interests and the dilution effect of share options, based on guidance published by EPRA to disclose adjusted measures of NAV and earnings per share which are designed by EPRA to better reflect the core long-term operations of the business.  An exchange rate of 1:1.3625 as at 31 December 2015 has been applied.

The Estimated NAV and the Estimated EPRA NAV and the information used to prepare them have not been audited or reviewed by any person other than the Property Advisor and the Directors. As such, there can be no assurance that the audited NAV and/or audited EPRA NAV as at 31 December 2015 will reflect the Estimated NAV and/or Estimated EPRA NAV as at 31 December 2015.

2                 The Issues

(i)            Background to and reasons for the Issues

The Company implemented the Introduction with the strategy of growing its German residential portfolio both organically and by acquisition. No capital was raised at the time of the Introduction as, at that time, the Company had approximately €30 million of cash available for acquisitions, which represented equity released from its Portfolio following a debt refinancing in the first quarter of 2015.

Since June 2015, the Company has exchanged contracts on five Berlin residential properties, representing an aggregate purchase price of €35.8 million plus purchase costs of a further €3.2 million.  Details of the acquisitions signed since June 2015 are listed in the table below. To date, the acquisition of the property in Boxhagenerstrasse / Kreutzigerstrasse has completed, whilst the remainder of the acquisitions are expected to complete during the first quarter of 2016.

Property	District	Purchase price (€)	Sqm	Status
Boxhagenerstrasse, Kreutzigerstrasse	Friedrichshain	16,000,000	6,190	Completed
Driesenerstrasse	Prenzlauer Berg	4,900,000	2,484	Notarised
Helmholzstrasse	Köpenick	1,610,000	946	Notarised
Muggelheimerstrassse	Köpenick	9,100,000	6,242	Notarised
Malmöerstrasse	Prenzlauer Berg	4,150,000	2,355	Notarised
Total		35,760,000	18,217

The five acquisitions are expected to increase fully occupied rent by around €1.6 million per annum, equivalent to a 10.4 per cent. increase in net rental income per annum.

The aggregate consideration to be paid for the acquisitions represents an average purchase price per square metre of €1,963 and a gross Fully Occupied Yield of 4.4 per cent. The Property Advisor estimates that the average rent across the five properties of €7.1 per square metre is around 27 per cent. below current market rates according to Jones Lang LaSalle. This reversionary gap is similar to that seen within the Company's existing Berlin portfolio. The Property Advisor therefore believes that the acquisitions have asset management potential which, in turn, could lead to increase in the value of the properties.

The Company is seeking to raise additional cash through the Initial Issue. It is intended that the Net Proceeds of the Initial Issue will be used to fund future acquisitions of residential and mixed use buildings, particularly in Berlin as well as in secondary cities in Germany, and to fund development work, in accordance with the Company's investment policy.

The Directors believe that the Berlin market is attractive for the following reasons:

·	growing population and demand for housing;
·	limited supply of new build property means demand is not being met;
·	residential rental property prices remain below the cost of the construction, which results in limited incentives for the construction of new buildings;
·	low vacancy rates support rising market rents;
·	strong reversionary story, with market rents 30 to 40 per cent. higher than average passing rents; and
·	potential to unlock value through condominium sales.

The Directors believe that there are sound strategic reasons for raising further equity capital at this time to fund acquisitions, as set out below:

·	increasing the size of the Portfolio should enable the Company to achieve greater economies of scale. In particular, the Directors believe that increasing the overall size of the Portfolio will enable overheads and administration costs to be spread over a larger rental base;
·	the issue of additional Shares should create a more liquid market in the Company's Shares;
·	strategically, the Directors believe that a larger portfolio will reduce property-specific risk and provide it with greater strategic options for acquisitions and disposals in the future;
·	interest rates are currently at historic lows, which creates an opportunity to lock in long-term finance at attractive rates. It is intended that the net yield of acquired properties will be greater than the interest rate on loan finance, resulting in an enhanced return on equity;
·	the Net Proceeds of the Initial Issue should provide the Company with sufficient cash to consider larger portfolio acquisitions as well as continuing with the acquisition of single properties; and
·	in a competitive market for acquisitions, the requirement to raise funds for a specific transaction may place the Company at a significant disadvantage to its competitors who may have funds readily available. Therefore, having the Net Proceeds of the Initial Issue available to fund acquisitions should mean the Company is better able to source and complete transactions.

The Property Advisor believes that the acquisitions made since June 2015 are representative of the range of properties which could be acquired from the proceeds of the Initial Issue. The Property Advisor believes that there are sufficient on and off market opportunities in order to invest the Net Proceeds of the Initial Issue within 12 months.  However, the actual speed of investment will depend on market conditions and there is no guarantee that the Net Proceeds from the Initial Issue will be invested within this timeframe.

Following completion of the Initial Issue, the Company is also proposing to implement a Placing Programme to raise additional funds in the period from 7 March 2016 to 8 February 2017. The Directors believe that there will be opportunities for the Company to acquire significant and attractive property assets and portfolios in the future.  Consequently, the Placing Programme will significantly reduce the time required to raise equity to finance those transactions, which is expected to place the Company in a stronger position to acquire those assets and property portfolios as and when it identifies them. This should, in turn, enable the Property Advisor to act opportunistically, by making accretive property acquisitions as they become available, whilst also mitigating the risk of cash drag on funds raised. The Net Proceeds of the Placing Programme will be invested in line with the Company's stated investment policy. It is expected that acquisitions will be financed using a combination of debt and equity in line with the Company's gearing policy. New Shares will only be issued under the Placing Programme to new and existing Shareholders at a premium to the prevailing NAV at the time of issue in order to cover the costs of such issue and would therefore be NAV accretive for existing Shareholders.

(ii)                       The Initial Issue

Conditional on the Initial Issue Resolution being passed, the Company is proposing to issue up to 22,619,047 million New Shares at 168 pence per New Share pursuant to the Initial Issue to raise Gross Proceeds of up to approximately £38.0 million. 19,642,857 New Shares have been placed with institutional and other investors pursuant to the Firm Placing at the Initial Issue Price and an additional 2,976,190 New Shares are available pursuant to the Offer for Subscription at the Initial Issue Price. The Initial Issue Price of 168 pence per New Share is at a premium to the Estimated NAV per Share as at 31 December 2015 of 167 pence per Share.

The costs and expenses of the Initial Issue are dependent on subscriptions received but will be approximately £1.4 million should the Initial Issue raise Gross Proceeds of £38.0 million.  These expenses will be met out of the Gross Proceeds of the Initial Issue.

The New Shares issued under the Initial Issue will rank pari passu in all respects with the existing Shares including the right to receive any dividend for the period from 1 July 2015 to 31 December 2015.

The Initial Issue is conditional, inter alia, on:

(i)	the Initial Issue Resolution being passed at the EGM;
(ii)	the Sponsor and Placing Agreement becoming wholly unconditional (save as to Initial Admission) and not having been terminated in accordance with its terms prior to Initial Admission; and
(iii)	Initial Admission occurring by 8.00 a.m. on 4 March 2016 (or such later date as the Company and Liberum may agree in writing, being not later than 8.00 a.m. on 31 March 2016).

The Directors intend to apply the Net Proceeds of the Initial Issue in accordance with the Company's investment objective and policy. The Initial Issue is not being underwritten.

Further details of the Initial Issue and as to how Shareholders can apply for New Shares will be set out in Part 2 of the Prospectus.

(iii)                 The Placing Programme

Following the Initial Issue, the Directors intend to implement the Placing Programme, which is being established to fund future acquisitions that support the Company's investment objective and acquisition criteria in the period from 7 March 2016 to 8 February 2017, subject to the availability of suitable investment opportunities.

The maximum number of New Shares available under the Issues is 120 million. Conditional on the Placing Programme Resolution being passed, the Directors will be authorised to issue up to 60 million New Shares pursuant to the Placing Programme, less any New Shares issued pursuant to the Initial Issue, without having to first offer those New Shares to existing Shareholders. In the event that the Directors wish to issue further New Shares otherwise than on a non-pre-emptive basis pursuant to the Placing Programme, the Directors will seek to renew this authority at the relevant time. The New Shares issued under the Placing Programme will rank pari passu in all respects with the existing Shares, (save for any dividends or other distributions declared, made or paid on the Shares by reference to a record date prior to the allotment of the relevant New Shares).

Each Subsequent Placing pursuant to the Placing Programme is conditional, inter alia, on the following:

(i)	the Placing Programme Resolution having been passed at the EGM and/or the Company otherwise having sufficient Shareholder authorities in place;
(ii)	the Company having a placing agreement or other arrangement in place at the time of such issue;
(iii)	the relevant Placing Programme Price applicable to such Subsequent Placing having been determined by the Directors as described below;
(iv)	Admission of the New Shares issued pursuant to the relevant Subsequent Placing; and
(v)	a valid supplementary prospectus being published by the Company if such is required by the Prospectus Rules and/or the Authorised Closed-Ended Investment Schemes Rules 2008.

In circumstances where these conditions are not fully met, the relevant issue of New Shares pursuant to the Placing Programme will not take place.

The relevant Placing Programme Price will be determined by the Company and Liberum and will be at a premium to the prevailing NAV per Share so as to cover the costs and expenses of each issue under the Placing Programme and to thereby avoid any dilution of the Net Asset Value of the existing Shares. In determining the relevant Placing Programme Price, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time. The relevant Placing Programme Price will be announced through an RIS as soon as is practicable in conjunction with each Subsequent Placing.

New Shares may be issued pursuant to the Placing Programme from 8.00 a.m. on 7 March 2016 until 8.00 a.m. on 8 February 2017.  The issue of New Shares pursuant to the Placing Programme is at the discretion of the Directors and there is no guarantee that any New Shares will be issued pursuant to the Placing Programme.

The Directors intend to apply the Net Proceeds of the Placing Programme in making investments in accordance with the Company's investment objective and policy. The Placing Programme is not being underwritten.

Further details of the Placing programme will be set out in Part 2 of the Prospectus.

3                 Admission and dealing arrangements

Application will be made to the UK Listing Authority and the London Stock Exchange for all of the New Shares to be issued pursuant to the Initial Issue and the Placing Programme 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. It is expected that Initial Admission of the New Shares to be issued under the Initial Issue will become effective and that dealings for normal settlement in such New Shares will commence on 4 March 2016 and any Subsequent Admission of New Shares to be issued under the Placing Programme will become effective and that dealings for normal settlement in such New Shares will commence on a number of dates during the period from 7 March 2016 to 8 February 2017. 

The New Shares will be issued in registered form and may be held in uncertificated form. The New Shares allocated will be issued through the CREST system unless otherwise stated. The New Shares will be eligible for settlement through CREST with effect from their Admission.

The Company will arrange for CREST to be instructed to credit the appropriate CREST accounts of the investors concerned or their nominees with their respective entitlements to the New Shares. The names of investors or their nominees that invest through their CREST accounts will be entered directly on to the share register of the Company.

Dealings in the New Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.

4                 Extraordinary General Meeting

The Company has convened the Extraordinary General Meeting for 10.00 a.m. on 3 March 2016. The Resolutions that will be put to Shareholders at the Extraordinary General Meeting are to:

·	disapply pre-emption rights otherwise applicable to the allotment of up to 22,619,047 million Shares for the purposes of the Initial Issue such that New Shares do not first have to be offered to Shareholders in proportion to their holdings of Shares (the "Initial Issue Resolution"); and
·	disapply pre-emption rights otherwise applicable to the allotment of up to 60 million Shares (less the number of Shares issued pursuant to the authority granted by the Initial Issue Resolution above) for the purposes of the Placing Programme such that such New Shares do not first have to be offered to Shareholders in proportion to their holdings of Shares (the "Placing Programme Resolution"),
	(together, the "Resolutions").

If approved, the authority granted by the Resolutions will represent, in aggregate, a disapplication of pre-emption rights in respect of approximately 86 per cent. of the Company's issued share capital as at the date of this announcement and will expire at the Company's annual general meeting in 2017.  Whilst Shareholders' voting rights will be diluted, the Directors believe that this consideration is outweighed by the flexibility that a larger authority provides. The Directors intend to use this authority when they consider that it is in the best interests of the Company and of its Shareholders as a whole to do so and when the Property Advisor has identified suitable properties for acquisition. In the event that the Directors wish to issue further New Shares otherwise than on a non-pre-emptive basis pursuant to the Placing Programme, the Directors will seek to renew this authority at the relevant time.

The Resolutions will be proposed as special resolutions. A special resolution requires a majority of at least 75 per cent. of those members entitled to vote and be present in person or by proxy to vote in favour, in order for it to be passed. In the event that the Initial Issue Resolution is not passed, the Initial Issue will not proceed. In the event that the Placing Programme Resolution is not passed, the Placing Programme will not proceed. The Resolutions are not inter-conditional.

All Shareholders are entitled to attend and vote at the Extraordinary General Meeting. In accordance with the Articles, all Shareholders entitled to vote and be present in person or by proxy at the Extraordinary General Meeting shall, upon a show of hands, have one vote and shall, upon a poll, have one vote in respect of each Share held. In order to ensure that a quorum is present at the Extraordinary General Meeting, it is necessary for two or more Shareholders to be present in person or by proxy but so that not less than two individuals shall constitute a quorum.

5                 Recommendation

The Board considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. Accordingly the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. The Directors intend to vote in favour of the Resolutions in respect of their holdings of Shares amounting to 1,123,213 Shares in aggregate (representing approximately 1.6 per cent. of the issued share capital of the Company as at the date of this announcement).

DEFINITIONS

In this announcement the words and expressions listed below have the meanings set out opposite them, except where the context otherwise requires:

Admission	the admission of the New Shares to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities becoming effective
Articles	the articles of association of the Company, as amended from time to time
Board	the board of Directors
CAGR	compound annual growth rate
Capita Asset Services	a trading name of Capita Registrars Limited
Circular	means the circular to be published by the Company on the date of this announcement in relation to the Extraordinary General Meeting
Company	Phoenix Spree Deutschland Limited
CREST	the system for paperless settlement of trades in listed securities, of which Euroclear is the operator
Directors	the directors of the Company
EPRA	European Public Real Estate Association
EPRA NAV	net asset value calculated in accordance with the Best Practice Recommendations published by EPRA in January 2014
Estimated EPRA NAV	the estimated EPRA NAV calculated as set out in paragraph 1 of Part 1 of this announcement
Estimated EPRA NAV per Share	the Estimated EPRA NAV divided by the number of Shares in issue (excluding treasury shares, if any) on the date of calculation
Estimated NAV	the estimated NAV calculated as set out in paragraph 1 of this announcement
Estimated NAV per Share	the Estimated NAV divided by the number of Shares in issue (excluding treasury shares, if any) on the date of calculation
Euroclear	Euroclear UK & Ireland Limited, being the operator of CREST
Extraordinary General Meeting or EGM	the extraordinary general meeting of the Company to consider and, if thought fit, approve the Resolutions, which will be convened for 10.00 a.m. on 3 March 2016 or any adjournment thereof
FCA	the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part IV of FSMA, or any successor authority
Firm Placing	the conditional placing of New Shares by Liberum as more fully described in Part 2 of the Prospectus
Form of Proxy	the form of proxy for use by Shareholders in connection with the Extraordinary General Meeting
FSMA	the UK Financial Services and Markets Act 2000, as amended
Fully Occupied Yield	actual net contracted rental income plus rental income from vacant units let at market rents
Gross Proceeds	the aggregate value of the New Shares to be issued pursuant to the Initial Issue taken at the Initial Issue Price
Group	the Company and its Subsidiaries
Initial Admission	Admission of the New Shares issued under the Initial Issue
Initial Issue	the Firm Placing and the Offer for Subscription
Initial Issue Price	168 pence per New Share
Initial Issue Resolution	has the meaning set out in paragraph 4 of this announcement
Initial Issue Shares	the New Shares to be issued pursuant to the Initial Issue
Introduction	the introduction of the Shares to listing on the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's Main Market for listed securities on 15 June 2015
Issues	the issues of up to 120 million new Shares, by way of the Initial Issue and the Placing Programme, as described more fully in the Prospectus
Latest Practicable Date	close of business on 5 February 2016, being the latest practicable date prior to the date of this announcement for ascertaining certain information contained herein
Liberum	Liberum Capital Limited
Listing Rules	the rules and regulations made by the FCA under Part VI of FSMA
London Stock Exchange or LSE	London Stock Exchange plc
Net Asset Value or NAV	the value of the assets of the Company less its liabilities determined in accordance with the accounting policies adopted by the Company from time to time
Net Asset Value per Share or NAV per Share	the Net Asset Value attributable to the Shares divided by the number of Shares in issue (other than Shares held in treasury if any) at the date of calculation
Net Proceeds	the aggregate value of the New Shares to be issued or sold pursuant to the Issues taken at the Initial Issue Price or their Placing Programme Price (as applicable) less any costs and expenses in relation to the Issues
New Shares	new Shares issued by the Company pursuant to the Issues
Notice of Extraordinary General Meeting	the notice of the Extraordinary General Meeting
Offer for Subscription or Offer	the offer for subscription to the public in the UK, Jersey and Guernsey to subscribe for New Shares at the Initial Issue Price on the terms and conditions set out in Part 8 of the Prospectus
Official List	the Official List of the FCA
Placing Programme	the proposed conditional programme of placings of New Shares by Liberum as described more fully in Part 2 of the Prospectus
Placing Programme Price	the price at which New Shares will be issued under the Placing Programme
Placing Programme Resolution	has the meaning set out in paragraph 4 of this announcement
Portfolio	the properties held by the Group
Property Advisor	PMM Partners (UK) Limited
Proposals	the proposals described in this announcement
Prospectus	the prospectus of the Company in respect of the Issues and each Admission dated 9 February 2016
Prospectus Rules	the rules published by the FCA under section 73A of FSMA
Registrar	Capita Asset Services
RIS	Regulatory Information Services
Resolutions	the Initial Issue Resolution and the Placing Programme Resolution
Shareholder	a holder of Shares
Shares	shares of no par value in the capital of the Company
Sponsor and Placing Agreement	the sponsor and placing agreement entered into between Liberum, the Property Advisor and the Company in relation to the Issues and Admission
sqm	square metre(s)
Subsequent Admission	Admission of any New Shares issued pursuant to the Placing Programme
Subsequent Placing	the conditional placing of New Shares by Liberum pursuant to the Placing Programme
Subsidiaries	the subsidiaries of the Company from time to time and "Subsidiary" shall mean any one of them
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
UK Listing Authority	the FCA acting in its capacity as the competent authority for the purposes of admissions to the Official List

IMPORTANT INFORMATION

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

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with any Admission and the Issues and the other transactions and arrangements referred to in this announcement and is not acting for, nor will it be responsible to any other person (whether or not a recipient of this announcement) in connection with, any Admission and the Issues including for providing the protections afforded to clients of Liberum or for providing advice in connection with any Admission, the Issues, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement. Liberum is not responsible for the contents of this announcement. Liberum has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Liberum nor does it make any representation or warranty, express or implied, for the accuracy of any information or opinion contained in this announcement or for the omission of any information. Liberum disclaims all and any responsibility or liability whether arising in tort, contract or otherwise which it might otherwise have in respect of this announcement. This does not exclude or limit any responsibilities which Liberum may have under FSMA or the regulatory regime established thereunder.

The distribution of this announcement and other documents and/or information in connection with any Admission and the Issues in other jurisdictions may be restricted by law and therefore neither this announcement nor any other documents and/or information in connection with any Admission and the Issues may be published, distributed or transmitted by any means or media directly or indirectly, in whole or in part in or into any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession any document and/or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. This announcement does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer would be unlawful. In particular, this announcement does not constitute an offer to buy securities, and it is not for distribution, directly or indirectly, in or into the United States of America, Canada, Australia, the Republic of South Africa, or Japan.

The information contained in this announcement does not constitute an offering of securities for sale in the United States. The Shares have not been, and will not be, registered under the United States Securities Act 1933 (as amended) nor under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States of America or of any province or territory of Canada, Australia, the Republic of South Africa or Japan, nor in any country or territory where to do so may contravene local securities laws or regulations and will not be made to any national, resident or citizen of the United States of America, Canada, Australia, the Republic of South Africa or Japan. In addition, the Company has not been, and will not be, registered under the United States Investment Company 1940 (as amended).

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

 

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