27 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, NEW ZEALAND, SOUTH AFRICA OR SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL
REAL ESTATE INVESTORS PLC
(“REI” or the “Company”)
Results of Placing and
Notice of General Meeting
Real Estate Investors plc (AIM:RLE), the West Midlands based property group, is pleased to announce the successful completion of the placing announced earlier today (the “Placing“).
A total of 75,000,000 new ordinary shares in REI (“Placing Shares“) have been placed conditionally by Liberum Capital Limited (“Liberum“) at a price of 60 pence per ordinary share (“Ordinary Share”), raising gross proceeds of £45 million. The Placing Shares to be issued represent approximately 67.3% of REI’s issued ordinary share capital prior to the Placing.
Directors’ Participation
Certain of the directors of the Company (the “Directors“) have agreed to subscribe for new Ordinary Shares (also referred to as the Committed Shares) as part of the Placing:
|
|
|
|
% Enlarged |
|
|
|
Resultant |
Issued Share |
|
Directors |
New Shares |
Holding |
Capital |
|
Paul Bassi1 |
83,333 |
9,283,333 |
4.98 |
|
Marcus Daly2 |
83,333 |
968,333 |
0.52 |
|
John Crabtree3 |
16,666 |
154,666 |
0.08 |
|
Peter London4 |
16,666 |
59,166 |
0.03 |
Notes:
1. Paul Bassi’s existing shares are held personally, through a nominee and through Bond Wolfe Assets Limited of which he is the chairman and sole shareholder. His New Shares will be held through Issab Holdings Limited.
2. Marcus Daly’s existing shares are held personally, through a nominee and through Datalore Limited.
3. John Crabtree’s existing shares are held personally.
4. Peter London’s existing shares are held through a nominee.
Related party transaction
Ruffer LLP (“Ruffer”), on behalf of its clients, currently a substantial shareholder in the Company (as defined in the AIM Rules for Companies (“AIM Rules”)), has conditionally agreed to subscribe for 5,000,000 Placing Shares pursuant to the Placing. Following the Placing, Ruffer will own 20,598,883 Ordinary Shares representing approximately 11.0 per cent. of the enlarged issued ordinary share capital of the Company. As a substantial shareholder, Ruffer is deemed to be a related party for the purposes of the AIM Rules. The Directors, having consulted with Smith & Williamson Corporate Finance Limited in its capacity as the Company’s nominated adviser, consider that the terms of Ruffer’s participation in the Placing are fair and reasonable insofar as the Company’s Shareholders are concerned.
Posting of Circular and General Meeting
The Placing has not been structured as a rights issue or open offer and the Placing Shares will not be offered generally to Shareholders on a pre-emptive basis. The Placing is conditional upon, amongst other things, certain resolutions (“Resolutions”) being passed at a general meeting (“GM”) of the Company. A circular (the “Circular”) and form of proxy (the “Form of Proxy”) in relation to the GM of the Company to be convened in connection with the Placing will be posted to Shareholders tomorrow and the Circular will be available on the Company’s website at www.reiplc.barques.dev. The Circular contains notice of the GM, which is to be held at the Company’s registered office, Cathedral Place, Third Floor, 42-44 Waterloo Street, Birmingham B2 5QB on 13 April 2015 at 11:00 a.m.
Application will be made for Admission of the Placing Shares to trading on AIM (“Admission”). It is expected that, subject to passing of the Resolutions, trading will commence on AIM at 8:00 a.m. on 14 April 2015 and in any event no later than 30 April 2015.
Paul Bassi, Chief Executive of Real Estate Investors, commented:
“The new capital will allow us to grow the company further, continue with our progressive dividend policy and secure capital growth in a robust regional economy.”
Expected Timetable of Principal Events
2015
Posting of the Circular 28 March
Latest time and date for receipt of Forms of Proxy for GM 11:00 a.m. on 9 April
GM 11:00 a.m. on 13 April
Admission, settlement and commencement of dealings in the New Shares 8.00 a.m. on 14 April
-ENDS-
Enquiries:
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Real Estate Investors Plc |
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Paul Bassi |
T: +44 (0)121 265 6400 |
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Smith & Williamson Corporate Finance Limited (Nominated Adviser) |
|
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Azhic Basirov / David Jones |
T: +44 (0)20 7131 4000 |
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Liberum Capital (Sole Broker and Bookrunner) |
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Tom Fyson / Jamie Richards |
T: +44 (0)20 3100 2000 |
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Gable Communications Limited |
T: +44 (0)20 7193 7463 |
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John Bick
|
M: +44 (0)7872 061007 |
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.
This Announcement may contain and the Company may make verbal statements containing “forward-looking statements” with respect to certain of the Company’s plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as “aim”, “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “seek”, “may”, “could”, “outlook” or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its respective affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company’s profitability and ability to access capital and credit, a decline in the Company’s credit ratings; the effect of operational risks; and the loss of key personnel. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company’s expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.
Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser for the purposes of the AIM Rules exclusively for the Company in connection with Admission and the Placing. Smith & Williamson Corporate Finance Limited is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of Smith & Williamson Corporate Finance Limited or for advising any other person in connection with Admission and the Placing.
Liberum Capital Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as lead manager and broker exclusively for the Company in connection with the Placing. Liberum Capital Limited is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of Liberum Capital Limited, or for advising any other person in connection with the Placing.
No representation or warranty, express or implied, is made by Smith & Williamson Corporate Finance Limited or Liberum Capital Limited or any of their respective directors, officers, employees, advisers or agents as to any of the contents of this announcement and, without limiting the statutory rights (if any) of any person to whom this announcement is issued, no liability whatsoever is accepted by Smith & Williamson Corporate Finance Limited or Liberum Capital Limited or any of their respective directors, officers, employees, advisers or agents for the accuracy of any information or opinions contained in this announcement or for the omission of any material information.
The information contained in this announcement is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of Ireland, New Zealand, South Africa or Switzerland or any other jurisdiction in which such publication or distribution is unlawful and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations. The new Ordinary Shares to be issued in relation to the Placing have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act“), or under the laws of any state of the United States, and may not be offered, sold or transferred in the United States except pursuant to an exemption from, or in a transaction not subject to, the requirements of the Securities Act. The new Ordinary Shares to be issued in relation to the Placing may not be offered, sold or transferred, directly or indirectly, in or into Australia, Canada, Japan, the Republic of Ireland, New Zealand, South Africa or Switzerland, or any province or territory thereof, or any other jurisdiction in which it would be unlawful to do so. There will be no public offer of Ordinary Shares to be issued in relation to the Placing in the United Kingdom or elsewhere.
Notes to Editors
Real Estate Investors is an AIM listed property investment company with a £104.4 million (as at 31 December 2014) commercial and residential portfolio principally in the West Midlands and central England.
Real Estate Investors is focused on delivering shareholder value through returns generated from strong yields and capital enhancements. This is achieved by targeting investments in orphaned, distressed, part-let and underperforming commercial and residential property assets.
Real Estate Investors is led by respected property investor Paul Bassi CBE, who has over 30 years of property experience in the West Midlands. Mr Bassi is also founder and non-executive chairman of Bond Wolfe and non-executive chairman of CP Bigwood Chartered Surveyors. Real Estate Investors was admitted to trading on AIM in June 2004. Further information on Real Estate Investors can be found at www.reiplc.barques.dev.
END
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