Result of Extraordinary General Meeting

RNS Number : 0030G

Regional REIT Limited

18 July 2019

 

18 July 2019

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN, ANY EEA STATE OTHER THAN THE UNITED KINGDOM OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

The material in this announcement is for informational purposes only and does not constitute an offer of securities for sale or a solicitation of any offer to buy or subscribe for securities in Australia, Canada, Japan, New Zealand, the Republic of South Africa, any EEA State other than the United Kingdom or any other jurisdiction in which such an offer or solicitation is unlawful. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.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 into the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within 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 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 given to them in the prospectus published by Regional REIT Limited on 24 June 2019 (the "Prospectus").

Regional REIT Limited

("Regional REIT" or the "Company", together with its subsidiaries, the "Group")

Result of Extraordinary General Meeting

Further to the Company's announcement on 24 June 2019, Regional REIT is pleased to announce that shareholder approval of the Capital Raising was received at today's Extraordinary General Meeting.

At the Extraordinary General Meeting held at 10.00 a.m. today, all Resolutions as set out in the Notice of Extraordinary General Meeting dated 24 June 2019 were duly passed.

Details of proxy votes received prior to the Extraordinary General Meeting were as follows:

Resolution	For		Discretionary		Against		Withheld
	Number	%	Number	%	Number	%	Number
1	174,775,835	91.55	5,900	0.01	16,105,133	8.44	132,463
2	186,337,182	97.64	5,900	0.01	4,483,655	2.35	152,595
3	187,292,125	99.98	5,900	0.01	11,200	0.01	3,670,771

The proxy results will shortly be available on the Company's website at www.regionalreit.com. In accordance with Listing Rule 9.6.2, copies of the Resolutions passed at the Extraordinary General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk.

An announcement regarding the results of the Capital Raising is expected to be released by no later than 7:00am on 19 July 2019.

The Capital Raising remains conditional upon the Placing Agreement becoming unconditional in all respects and Admission occurring. Application will be made for the admission of the New Ordinary Shares to the Official List of the UK Financial Conduct Authority (the "FCA") and to trading on the premium segment of the London Stock Exchange's main market for listed securities. It is expected that Admission and commencement of dealings in the New Ordinary Shares will become effective at 8.00 a.m. on 23 July 2019.

New Ordinary Shares in uncertificated form are expected to be credited to CREST accounts by 23 July 2019 and share certificates for the New Ordinary Shares in certificated form are expected to be dispatched by post in the week commencing 29 July 2019.

The New Ordinary Shares when issued will rank, from Admission, pari passu in all respects with the Existing Ordinary Shares and will have the right to receive all dividends and distributions declared in respect of issued Ordinary Share capital of the Company after Admission.

For further information:

Regional REIT Limited
Toscafund Asset Management	[phone]
Investment Manager to the Group
Adam Dickinson, Investor Relations for Regional REIT Limited
London & Scottish Property Investment Management  Limited	[phone]
Asset Manager to the Group
Stephen Inglis, Derek McDonald, Simon Marriott
Peel Hunt	[phone]
Sponsor, Sole Broker and Bookrunner
ECM Syndicate: Alastair Rae, Sohail Akbar
Corporate: Capel Irwin, Carl Gough, Harry Nicholas
Buchanan Communications	[phone]
Financial PR
Charles Ryland, Victoria Hayns, Henry Wilson

Important Notices

The information in this announcement is for background 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 or completeness.

Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the Prospectus.

This announcement has been issued by and is the sole responsibility of the Company.

Any subscription for Ordinary Shares in the proposed Capital Raising should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with the Capital Raising and Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment.

The timetable for the Capital Raising, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Capital Raising and the Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Capital Raising and Admission at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Capital Raising. The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Capital Raising for the person concerned. Past performance or information in this announcement or any of the documents relating to the Capital Raising cannot be relied upon as a guide to future performance.

Peel Hunt is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company as its sponsor, broker and intermediaries offer adviser and no-one else in connection with the Capital Raising and Admission. Peel Hunt will not regard any other person as its client in relation to the Capital Raising and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Capital Raising and Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Capital Raising and Admission, Peel Hunt and any of its affiliates, acting as investors for their own accounts, may purchase New Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such New Ordinary Shares and other securities of the Company or related investments in connection with the Capital Raising and the Admission or otherwise. Accordingly, references in the Prospectus, to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Peel Hunt and any of its affiliates acting as investors for their own accounts. Peel Hunt does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, the Investment Manager, the Asset Manager or Peel Hunt nor any of their respective affiliates or agents 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 the announcement) or any other information relating to the Company, 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, the Investment Manager, the Asset Manager and Peel Hunt and their respective affiliates accordingly disclaim all and any liability 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.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's board of directors' current beliefs and expectations about future events. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, the results of operations, financial condition prospects, growth and dividend policy of the Company and the industry in which it operates. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Forward looking statements speak only as of the date of this announcement.

Subject to their legal and regulatory obligations (including under the Listing Rules, Prospectus Rules, the Disclosure Guidance and Transparency Rules and MAR), each of the Company, the Investment Manager, the Asset Manager and Peel Hunt and their respective affiliates expressly disclaim any responsibility, 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.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) MiFID II; (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, it should be noted that: (i) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; (ii) New Ordinary Shares offer no guaranteed income and no capital protection; and (iii) an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and for determining appropriate distribution channels.

This announcement does not contain, constitute or form part of any offer or invitation to sell or issue  or any solicitation of any offer to purchase or subscribe for any securities in the United States or any other jurisdiction, nor shall it (or any part of it) or with the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment therefor.

LEI Number: 549300D8G4NKlRIKBX73

 

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