Proposed equity issue to raise £200 million

RNS Number : 3073S

Urban Logistics REIT PLC

15 November 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF LOCAL APPLICABLE SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). UPON PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.    

15 November 2021
 

Urban Logistics REIT plc

("Urban Logistics" or the "Company")

Proposed equity issue to raise £200 million

Admission to Premium Segment of Official List and to trading on the premium segment of the London Stock Exchange's Main Market

Further to the announcement on 27 October 2021, Urban Logistics, the last mile logistics focused REIT, announces an Initial Placing, Offer for Subscription and Intermediaries Offer (the "Issue") targeting gross proceeds of £200 million⁽¹⁾ at a price of 170 pence per New Ordinary Share (the "Issue Price"), the full details of which will be set out in the prospectus expected to be published by the Company later today (the "Prospectus").

Having fully deployed or committed £134 million of capital following the Company's £108 million July fundraising, the Manager has identified a further pipeline of high quality, last mile logistics assets, strategically located in targeted logistics hubs, totalling in excess of £400m. The Company intends to use the net proceeds of the Issue to acquire a significant part of this pipeline.

Applications will be made to the FCA and the London Stock Exchange for the Existing Ordinary Shares, and any new Ordinary Shares to be issued in connection with the Issue, to be admitted to listing on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's Main Market ("Admission"). Admission of the Existing Ordinary Shares is not conditional upon completion of the Issue.

Highlights

· Issue targeting gross proceeds of £200 million by way of an Initial Placing, Offer for Subscription and Intermediaries Offer.

· Issue Price of 170 pence represents:

o  a discount of 4.23% to the last closing share price of 177.5 pence per Ordinary Share on 12 November 2021; and

o  a discount of 5.56% to the last closing share price of 180 pence per Ordinary Share on 10 November 2021 (being the last business day prior to the announcement that the Company was in discussions with its advisors and institutions about a further equity raise); and

o  a 4.88% premium to the Company's adjusted unaudited EPRA net tangible assets ("adjusted EPRA NTA") of 162.09 pence per Ordinary Share as at 30 September 2021.  The adjusted EPRA NTA represents the unaudited EPRA net tangible assets of 164.3 pence per Ordinary Share as at 30 September 2021 adjusted for the following:

§ 3.25 pence per Ordinary Share in respect of the first interim dividend for the six month period ended 30 September 2021 ("Interim Dividend"), declared on 11 November and payable to shareholders on the register at the close of business on 26 November; and

§ 1.04 pence per Ordinary Share of unaudited, estimated EPRA earnings per Ordinary Share accrued during the period from 1 October 2021 to 12 November 2021.

· The net proceeds of the Issue are intended to be used to acquire properties that meet the Company's investment policy from a significant pipeline of high-quality logistics assets in excess of £400 million. The properties offer asset management and value enhancement opportunities, and the majority have been sourced off-market. The pipeline totals over £400 million with a weighted average unexpired lease term of approximately 8.4 years, a weighted average net initial yield of approximately 5.4% and an average rent per square foot of £6.02 (subject to contract) .

· The Company expects the net proceeds of the Issue to be deployed or committed within three to six months of Admission and the underlying investments are expected to be accretive to earnings per share from the first full financial year after deployment of the Issue. These investments will further diversify the Company's income in addition to continuing to strengthen the portfolio's quality, size and prospects for further growth.

⁽¹⁾       The Directors reserve the right, in conjunction with the Joint Bookrunners and the Manager to increase the size of the Issue up to a maximum of  147,058,824   New Ordinary Shares if overall demand exceeds £200 million of New Ordinary Shares.

Dividend Policy and Target Returns

The Company targets a minimum annual total dividend of 7.60 pence per share and an annual total return of 10% to 15% through a combination of dividends and growth in NAV⁽²⁾.

The Company intends to declare its next dividend upon release of its final results for the year ending 31 March 2022. Investors participating in the Issue will be eligible to receive dividends in respect of any New Ordinary Shares issued to them. Investors should note that any New Ordinary Shares issued in connection with the Issue will not be eligible to receive the Interim Dividend previously declared on 11 November 2021.

⁽²⁾   Investors should note that the target returns, including the declaration and payment frequency of dividends, are targets only and not profit forecast s. There may be a number of factors that adversely affect the Company's ability to achieve the target returns and there can be no assurance that the targets will be met or that any dividend will be achieved. The target returns should not be seen as an indication of the Company's expected or actual results or returns. Accordingly, investors should not place any reliance on these targets or assume that the Company will make any distributions at all in deciding whether to invest in the Ordinary Shares.

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

"Urban Logistics has undergone transformative growth in recent years, with the significant growth in the value of our portfolio matched by its proven resilience and robustness. The strong forward momentum in our real estate sector continues, with demand from tenants outstripping supply of suitable properties. The pipeline identified by the Manager is of high quality and offers significant value growth opportunity.

Through dialogue with our largest shareholders and other stakeholders, we believe that our market capitalisation now justifies a move to the premium segment of the Main Market. We believe that Admission is in the best interests of our shareholders, affording access to a larger pool of capital, raising our profile and improving liquidity. We look forward to continuing to pursue our growth strategy and to delivering value for all our stakeholders."

Richard Moffitt, Chief Executive, commented:

"Last mile or last touch logistics properties are an increasingly important part of the supply chain and we have put ourselves in a market leading position. We have sourced a highly attractive pipeline of strategically located properties which fit our investment focus and will enhance our overall portfolio.

The UK urban logistics and distribution markets have undergone a permanent paradigm shift since the COVID-19 pandemic began, with supply chain security and a 'just in case' approach replacing the 'just in time' philosophy of previous years. Our portfolio and the pipeline we have sourced offer exactly what tenants are seeking in terms of location, size and quality. We are confident that this pipeline will offer compelling opportunities for value enhancement."

Background  

Focusing on strategically located, single let, industrial and logistics properties, Urban Logistics has built a high-quality portfolio of last mile or 'last touch' urban logistics assets. Urban Logistics is the only company trading on the London Stock Exchange with such a focus. The UK logistics real estate market provides an attractive investment opportunity due to strong occupier demand, a continued supply-demand imbalance and sustainable rental growth.

Urban Logistics seeks to benefit both from the quality of its existing portfolio and the sector tailwinds but also through its niche strategy to identify attractive new investment opportunities. Thus Urban Logistics seeks to benefit not only from positive sector wide conditions but also targeted opportunities in particular sub sectors. As tenants invest strategically into their logistics infrastructure, they are attracted to landlord experience, a strong capital base and an active approach. 

For the six months ended 30 September 2021, Urban Logistics produced an annual average Total Accounting Return of 10.7% and has grown its portfolio to £660.5 million. During this period 11 assets were acquired and the Company committed to six forward funded developments with a weighted average net initial yield of 5.6%. Since the period end, Urban Logistics has acquired a further five logistics assets for £44.1 million with a weighted average net initial yield of 6.33 %.

Urban Logistics has an LTV standing at 16.9% at the period ended 30 September 2021, and with a weighted average cost of debt at 2.5%. The Company is targeting gearing of 30-40% following the Issue, once the Company has invested the proceeds of the equity raise and put in place any further debt facilities.

Benefits of Admission, the Issue and the Placing Programme

The Directors believe that the market capitalisation of the Company now justifies a move to the Main Market and is in the best interests of the Company and Shareholders, as a listing on the premium segment is expected to:

· unlock access to a larger pool of capital which may improve the secondary market liquidity of the Shares;

· broaden the Company's share register;

· enable the Company to be eligible for inclusion in the FTSE's EPRA and UK Index Series which may further facilitate increased liquidity;

· raise the Company's profile with increased media coverage and investor interest, which in turn would enhance its status;

· increase research analyst coverage; and

· lead to higher standards of governance required by premium listed companies under the Listing Rules.

The Directors believe that the Issue and Placing Programme should yield the following principal benefits for the Company and Shareholders:

· enable in a timely and efficient manner the acquisition of properties from the acquisition pipeline and other assets to grow income and create value for Shareholders through active asset management;

· increase the portfolio's geographic and tenant diversity, thereby improving income diversity;

· spread operating costs over a larger capital base, thereby reducing ongoing charges ratios;

· improve liquidity and enhancing the marketability of the Ordinary Shares, resulting in a broader investor base over the long term; and

· the price at which the Company is permitted to issue new Ordinary Shares will mean that the issue of new Ordinary Shares is not dilutive in NAV terms and may, depending upon the level of premium at which the new Ordinary Shares are issued, be NAV accretive.

Participation in the Issue by the Directors

The following Directors intend to subscribe for New Ordinary Shares pursuant to the Issue as outlined below.

Director	No. of New Ordinary Shares being subscribed pursuant to the Issue	Resulting holding of Ordinary Shares	% of Enlarged Share Capital*
Nigel Rich	100,000	540,536	0.12
Richard Moffitt	58,824	1,142,843	0.26

*Assuming 117,647,059 New Ordinary Shares are issued pursuant to the Issue.

The Initial Placing

The Initial Placing will be conducted by way of a bookbuilding process which will be launched immediately following this Announcement, in accordance with the terms and conditions to be set out in the Prospectus, and is expected to close at 1 p.m. on 2 December 2021. The Joint Bookrunners, in consultation with the Company, reserve the right to close the bookbuilding process earlier or later at their discretion.

The Offer for Subscription

The Offer for Subscription is being made in the UK, the Channel Islands and Isle of Man only. The Offer for Subscription Application Form will be set out in the Prospectus following its publication. Applications under the Offer for Subscription must be for new Ordinary Shares with a minimum subscription amount of £1,000 and thereafter multiples of £100. The latest time and date for receipt of completed Offer for Subscription Application Forms is expected to be 11.00 a.m. on 2 December 2021.

The Intermediaries Offer

Investors may also subscribe for new Ordinary Shares at the Issue Price pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom, the Channel Islands and the Isle of Man are eligible to participate in the Intermediaries Offer. Investors may apply to any of the Intermediaries to be accepted as their client. A list of intermediaries can be found on the Company's website at https://www.urbanlogisticsreit.com/ .

Placing Programme

The Company also proposes to implement a placing programme (being a programme of issues of up to 350 million Ordinary Shares and/or C Shares less the number of new Ordinary Shares issued pursuant to the Issue) (the "Placing Programme").

Further information on the Issue

Pursuant to the Initial Placing, Singer, Panmure Gordon and Alvarium, as placing agents of the Company (the "Joint Bookrunners"), will use their reasonable endeavours to place the New Ordinary Shares with institutional investors at the Issue Price.

The target gross proceeds pursuant to the Issue is £200 million. The Board may increase the number of Ordinary Shares to be issued under the Issue if it, in consultation with the Joint Bookrunners and the Manager, believes there is sufficient investor demand for those shares and suitable assets available for investment in which to deploy or commit the net proceeds within three to six months of Admission. The maximum size of the Issue is £250 million. The Issue is not being underwritten. Details of the number of New Ordinary Shares and the approximate gross proceeds of the Issue will be announced as soon as practicable after the closing of the Issue. 

The Company's announcement on 27 October 2021 gave notice of the intention to cancel the admission of its Existing Ordinary Shares to trading on AIM and its intention to list on the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's Main Market. It is expected that the Existing Ordinary Shares and the new Ordinary Shares to be issued pursuant to the Issue will be admitted to listing on the premium segment of the Official List and will be admitted to trading on the premium segment of the London Stock Exchange's Main Market at 8.00 a.m. on 7 December 2021. Singer Capital Markets is acting as the Company's sponsor and Kinmont is acting as Financial Adviser in connection with the Admission. For the avoidance of doubt, any new Ordinary Shares issued under the Issue will not trade on AIM. The Issue is conditional on Admission.

Terms otherwise defined in this announcement have the meanings that will be given to them in the Prospectus. This summary should be read in conjunction with the full text of this announcement and the Prospectus, when available.

Further details of the Issue will be set out in the Prospectus. A copy of the Prospectus, when published, will be submitted to the National Storage Mechanism and will shortly thereafter be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as on the Company's website at https://www.urbanlogisticsreit.com/ . Full details of the terms and conditions of the Issue and the Placing Programme will be made available in the Prospectus.

Admission of the Existing Ordinary Shares is not conditional upon completion of the Issue.

Expected Issue and Initial Admission Timetable

Publication of the Prospectus and Initial Placing, Offer for Subscription and Intermediaries Offer opens	15 November 2021
Latest time and date for applications from the Intermediaries in respect of the Intermediaries Offer	11.00 a.m. on 2 December 2021(1)
Latest time and date for applications under the Offer for Subscription	11.00 a.m. on 2 December 2021
Latest time and date for receipt of commitments under the  Initial Placing	1.00 p.m. on 2 December 2021
Announcement of the results of the Issue	by 3 December 2021
Existing Ordinary Shares cease to be traded on AIM(2)	7 December 2021
Initial Admission and dealings in the Existing Ordinary Shares and the New Ordinary Shares issued pursuant to the Issue commence(2)	8.00 a.m. on 7 December 2021
Crediting of CREST stock accounts in respect of the Ordinary Shares issued pursuant to the Issue	as soon as reasonably practicable after 8.00 a.m. on 7 December 2021
Where applicable, definitive share certificates despatched in respect of the Ordinary Shares(3)	within 10 Business Days of  Initial Admission

(1) Applications under the Intermediaries Offer are advised to check with their Intermediary as certain Intermediaries will close their offer period sooner in the day.

(2) The Existing Ordinary Shares ceasing to be traded on AIM and the admission of the Existing Ordinary Shares to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market is not conditional upon completion of the Issue.

(3) Underlying applicants who apply to Intermediaries for Ordinary Shares under the Intermediaries Offer will not receive share certificates.

The dates and times specified above are subject to change subject to agreement between the Company, the Manager, Singer, Panmure Gordon and Alvarium. All references to times in this document are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via 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.

- Ends -

For further information contact: 

Urban Logistics REIT plc Richard Moffitt	[phone]
Buchanan Helen Tarbet Henry Wilson George Beale	[phone] [phone] [phone] [phone]
Singer Capital Markets - Sponsor, Nominated Adviser, Joint Broker and Joint Bookrunner James Maxwell / Alaina Wong / Oliver Platts (Corporate Finance) Alan Geeves / James Waterlow / Sam Greatrex (Sales)	[phone]
Panmure Gordon (UK) Limited - Joint Broker and Joint Bookrunner Chloe Ponsonby (Corporate Broking) Emma Earl (Corporate Finance) David Hawkins (Sales)	[phone]
Alvarium - Joint Bookrunner Mark Thompson Eddie Nissen Oliver Kenyon	[phone] [phone] [phone]

About Urban Logistics REIT plc

Urban Logistics REIT plc is a property investment company, quoted on the AIM market of the London Stock Exchange (AIM: SHED).

The Company has been established to invest in UK-based logistics properties with the objective of generating attractive dividends and capital returns for its shareholders. Its investment strategy focuses on strategically located smaller single let properties servicing high-quality tenants. Investment returns will be generated by an experienced management team focusing on quality stock selection and active asset management.

A number of structural and commercial factors currently support the attractive opportunity in the last mile/regional industrial and logistics real estate sub-sectors targeted by the Company, including: strong occupier demand, (driven by the growth of e-commerce and investment by retailers in their associated supply chain) and a decline in the supply of smaller sized lettable space in industrial and logistics real estate across the UK.

IMPORTANT NOTICE

Neither this announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the Company in the United States 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 securities laws of such jurisdictions.

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of  the Ordinary Shares in the United States.

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 PCP2 Limited (the "Manager").

The contents of this announcement, which have been prepared and issued by, and are the sole responsibility of the Company, have been approved by the Manager solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 ("FSMA"). Capital is at risk in respect of any investment made in the Company's shares.

This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the Prospectus to be published later today. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information contained in this announcement is for information purposes only and does not purport to be full or complete. 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 from time to time. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

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, Singer Capital Markets Advisory LLP (the "Sponsor"), Singer Capital Markets Securities Limited ("Singer"), Panmure Gordon (UK) Limited ("Panmure Gordon"), Alvarium Securities Limited ("Alvarium") 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.

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 joint bookrunner to the Company in connection with the Initial Issue. 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. The Sponsor, which is authorised and regulated in the United Kingdom by the FCA, is acting as sponsor to the Company in connection with the Initial Issue and Admission. The Sponsor is not acting for, and will not be responsible for, 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 Singer or the Sponsor as to, and no liability is accepted by Singer or the Sponsor 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 bookrunner to the Company in connection with the Initial Issue. 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.

Alvarium is authorised and regulated in the UK by the FCA and is acting as joint bookrunner to the Company in connection with the Initial Issue. Alvarium 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 Alvarium as to, and no liability is accepted by Alvarium in respect of, any of the contents of this announcement.

Kinmont is authorised and regulated in the UK by the FCA and is acting as financial advisor 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.

Any information in this announcement in respect of past performance (including without limitation past performance of the Company, its group, shares in the Company and/or the Company's portfolio) cannot be relied upon as a guide to future performance. The price of shares and the income from them may fluctuate upwards or downwards and cannot be guaranteed.

The acquisition of any potential investments by the Company is subject, among other things, to the Company completing satisfactory due diligence, successful negotiation of terms with vendors and the approval of the directors of the Company. There can be no guarantee that any of the potential investments described in this announcement will be completed. All information relating to the potential investments described in this announcement are indicative, subject to detailed due diligence and may subsequently change as a result.

 

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