Proposed Placing of New Ordinary Shares

RNS Number : 8785M

Real Estate Credit Investments Ltd

19 September 2019

 

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY "US PERSONS" (WITHIN THE MEANING GIVEN TO IT IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED) OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful. This announcement does not constitute or form part of any offer or invitation to sell or issue, or the solicitation of an offer to purchase, subscribe for or otherwise acquire, any securities other than the securities to which it relates or any offer or invitation to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, such securities by any person in any circumstances in which such offer or solicitation would be unlawful.

19 September 2019

Real Estate Credit Investments Limited

Proposed Placing of New Ordinary Shares

Real Estate Credit Investments Limited ("RECI" or the "Company") is pleased to announce that it intends to issue new ordinary shares ("New Ordinary Shares") by undertaking a placing (the "Placing") under the Company's existing authority to issue New Ordinary Shares (the "Placing Programme") as set out in the Company's placing programme prospectus dated 2 November 2018 (the "Prospectus").

Investment Opportunity

The Company's board of directors (the "Directors" or "Board"), as advised by Cheyne Capital Management (UK) LLP (the "Investment Manager"), continues to be positive about the investment opportunities available within real estate credit markets. It is the Investment Manager's view that whilst economic and Brexit related uncertainty exists, the UK and Western European real estate markets (particularly in France) continue to offer attractive risk adjusted returns. In light of this, and near term investment opportunities in which the Company wishes to participate following the Placing, the Board believes that the Placing is in the best interests of the Company and its shareholders as a whole.

Use of proceeds

The net proceeds of the Placing are intended primarily to be invested in debt secured by commercial or residential properties in the United Kingdom and Western Europe, which might take the form of: (i) secured senior real estate loans, and (ii) secured real estate related debt securities such as commercial mortgage-backed securities.

Proposed Placing under the Placing Programme

Liberum Capital Limited ("Liberum") has been appointed as Sole Bookrunner to procure placees to participate in the Placing.

The price at which each New Ordinary Share will be issued pursuant to the Placing will be 167 pence (the "Placing Price"). The Placing Price represents a discount of 0.6% to the closing share price of 168 pence per Ordinary Share on 18 September 2019 (being the last business day prior to the announcement of the Placing) and a premium of 1.8% to the NAV as at 31 August 2019 of 164.0 pence per Ordinary Share.

The Placing is open from today and is expected to close at 3.00 p.m. (London time) on 30 September 2019, but may be closed earlier or later at the discretion of the Company and Liberum.  The final number of New Ordinary Shares will be agreed between the Company and Liberum following close of the Placing and will be announced shortly thereafter. The Placing size may be increased or decreased at the discretion of the Company and Liberum.

All New Ordinary 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.

Allocations under the Placing will be at the absolute discretion of the Company determined in agreement with Liberum, and may scale down any bids for this purpose on such basis as the Company and Liberum may determine. The Board, in consultation with Liberum, may also decide not to proceed with the Placing for any reason. In this case, an announcement will be made by the Company.

Applications will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to the Official List of the FCA and to trading on the Premium Segment of the Main Market for listed securities of the London Stock Exchange ("Admission"). It is expected that Admission will become effective on or around 3 October 2019 and that dealings in the New Ordinary Shares will commence at that time.

The Placing is being made pursuant to the terms and conditions set out in Part VII of the Prospectus. The terms and conditions of the Placing are included in the Prospectus which is available for inspection at the Company's website at www.recreditinvest.com and via the National Storage Mechanism at www.morningstar.co.uk/uk/nsm. Investors are invited to apply for New Ordinary Shares pursuant to the Placing by contacting their usual contact at Liberum.

For further information please contact:

Liberum Capital Limited (Sole Bookrunner)	[phone]
Shane Le Prevost
Richard Crawley
Richard Bootle
William Hall
Cheyne Capital Management (UK) LLP	[phone]
Richard Lang

LEI:      549300QRGEEMB5OOLX86

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain. This announcement has been prepared by, and is the sole responsibility of, Real Estate Credit Investments Limited. This announcement has been released by Chris Copperwaite of Aztec Financial Services (Guernsey) Limited, Secretary of the Company.

Important notice

Past performance is not necessarily a reliable indicator of future results. Returns are target returns only and there can be no guarantee that such returns will be achieved. The market value of shares and income from them can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested.

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement does not constitute a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

All investments are subject to risk, including the loss of the principal amount invested. Past performance is not a reliable indicator of future results. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

This announcement is only addressed to or directed at persons in the United Kingdom who: (i) have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with Relevant Persons.

Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed, in whole or in part, directly or indirectly, to any US Persons or in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction where, or to any other person to whom, to do so would constitute a violation of applicable law. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute or form a part of any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, securities by any US Persons or in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful. Persons into whose possession this announcement comes should observe all relevant restrictions.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act") and as such investors are not and will not be entitled to the benefits of the US Investment Company Act. The Company's securities have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, taken up, exercised, renounced, delivered, distributed or transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register as an "investment company" under the US Investment Company Act.

Neither the US Securities and Exchange Commission, nor any securities regulatory authority of any state or other jurisdiction of the United States, has approved or disapproved of the securities of the Company or passed upon or endorsed the merits of any offering of such securities.

Prospective investors should take note that any securities may not be acquired by (i) investors using assets of (A) an "employee benefit plan" as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the "US Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state, local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code.

Liberum is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Liberum is acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Liberum or for affording advice in relation to any transaction or arrangement referred to in this announcement. This announcement does not constitute any form of financial opinion or recommendation on the part of Liberum or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities.

Forward-looking statements

This announcement may contain forward-looking statements regarding the financial condition, results of operations, cash flows, dividends, financing plans, business strategies, operating efficiencies, budgets, capital and other expenditures, competitive positions, growth opportunities, plans and objectives of management and other matters relating to the Company. Statements in this announcement that are not statements of historical facts are hereby identified as forward-looking statements. In some instances, forward-looking statements can be identified by the use of forward-looking terminology, including terms such as "projects", "forecasts", "anticipates", "expects", "believes", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology.

By their nature, forward-looking statements involve risk and uncertainty as they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance, and the actual results, performance or achievements of the Company, and development of the markets and the industries in which it operates or is likely to operate, may differ materially from those-described in, or suggested by, any forward-looking statements contained in this announcement. In addition, even if actual results, performance, achievements or developments are consistent with any forward-looking statements contained in this announcement in a given period, those results, performance, achievements or developments may not be indicative of results, performance, achievements or developments in subsequent periods. A number of factors could cause results, performance, achievements and developments to differ materially from those expressed or implied by any forward- looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation and currency fluctuations.

Any forward-looking statements in this announcement reflect the Company's current view with respect to future events, speak only as of their date and are subject to change without notice. Save as required by applicable law or regulation, the Company and the other parties named in this announcement expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise

 

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