REG-AEW UK REIT plc AEW UK REIT plc: Placing under Placing Programme
19/02/2020 07:00
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AEW UK REIT plc (AEWU)
AEW UK REIT plc: Placing under Placing Programme
19-Feb-2020 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR), transmitted by
EQS Group.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM),
AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus
Rules of the UK Financial Conduct Authority (the "FCA") and not a
prospectus and not an offer of securities for sale in any jurisdiction.
Neither this announcement nor anything contained herein shall form the
basis of, or be relied upon in connection with, any offer or commitment
whatsoever in any jurisdiction. Investors should not purchase or subscribe
for any shares referred to in this announcement except on the basis of
information in the prospectus published on 1 March 2019 (the "Prospectus")
and the supplementary prospectus published on 11 July 2019. A copy of the
Prospectus is available from the Company's website
(www.aewukreit.com/investors), subject to applicable securities laws, and
at its registered office at 6th Floor, 65 Gresham Street, London, EC2V 7NQ
and at the offices of Gowling WLG (UK) LLP, 4 More London Riverside,
London, SE1 2AU.
19 February 2020
AEW UK REIT Plc (the "Company")
Placing under Placing Programme
The Company today announces its intention to raise new capital under the
Company's placing programme (the "Placing Programme") as detailed in the
Company's Prospectus dated 1 March 2019.
Background
The Company's investment objective is to deliver an attractive total
return to Shareholders from investing predominantly in a portfolio of
smaller commercial properties in the United Kingdom. The Company, as at 15
January 2020, directly owns a diversified portfolio of 35 regional UK
commercial property assets with a particular focus on industrial assets.
The Company has paid a dividend of 8 pence per share since inception which
is fully covered by portfolio yield. AEW UK Investment Management LLP (the
"Investment Manager") employs an active management strategy which seeks to
enhance values through rental uplift and other strategic opportunities.
The fair value independent valuation of its property portfolio was £195.80
million and it had net assets of £147.38 million as at 31 December 2019
(unaudited).
Investment Opportunity
The Investment Manager, has a strong pipeline of potential investments
matching the Company's investment policy and showing similar attractive
income profiles and value add opportunities to the existing out-performing
portfolio. This pipeline, on which due diligence and negotiations are
progressing, totals c. £100 million the majority being in the industrial
sector and focused on locations exhibiting low levels of competing supply
and assets with low levels of passing rent. The Company achieved total
returns of 8.54 per cent. from similar assets held over the 12 months to
31 December 2019. Net proceeds raised under the Placing are expected to be
deployed within approximately three to six months of Admission.
Proposed Placing under the Placing Programme
The Company is seeking to raise up to £20 million via a placing (the
"Placing") of new ordinary shares of 1 pence each (the "New Shares") at a
proposed placing price of 97 pence per share (the "Proposed Placing
Price").
The Proposed Placing Price represents a 1.85 per cent. premium to the last
reported (unaudited) Net Asset Value per Ordinary Share of the Company as
at 31 December 2019 (the "NAV") adjusted for dividend declared on 16
January 2020 which went ex-dividend on 23 January 2020.
The proposed Placing will take place through the Company's broker, Liberum
Capital Limited ("Liberum").
The Placing shall commence immediately following the release of this
announcement and is expected to close at 4.00 p.m. (London time) on 25
February 2020, but may be closed earlier or later at the discretion of the
Company and Liberum. The final number of New Shares will be agreed
between the Company and Liberum following close of the Placing, and
announced shortly thereafter. The Placing size may be increased or
decreased at the Company's discretion.
Liberum may choose to accept bids, either in whole or in part, on the
basis of allocations determined in agreement with the Company, and may
scale down any bids for this purpose on such basis as the Company and
Liberum may determine. Liberum may also, notwithstanding the above and
subject to the prior consent of the Company: (i) allocate New Shares after
the time of any initial allocation to any person submitting a bid after
that time, and (ii) allocate New Shares after the book-build has closed to
any person submitting a bid after that time. The Company's 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 Shares
to be to be admitted to listing on the premium segment of the Official
List and to trading on the Main Market ("Admission"). It is expected that
Admission will become effective on or around 28 February 2020 and that
dealings in the New Shares will commence at that time.
The Placing is being made pursuant to the terms and conditions set out in
Part 11 of the Prospectus. Investors are invited to apply for New Shares
pursuant to the Placing by contacting their usual contact at Liberum.
Dividend
On 16 January 2020, the Company declared a dividend for the quarter ending
31 December 2019 which went ex on 23 January 2020 and which is expected to
be paid on 28 February 2020. Investors subscribing for shares under the
Placing will not qualify for that dividend but shall rank pari passu for
the next quarter's declared dividend.
Expected Timetable for the Placing
Each of the times and dates set out below and mentioned elsewhere in this
document may be adjusted by the Company, in which event details of the new
times and dates will be announced via a Regulatory Information Service.
References to a time of day are to London time.
Event Date
Placing opens 19 February 2020
Latest time and date for commitments under the 4.00 p.m. on 25 February
Placing 2020
Trade date 26 February 2020
Admission 8.00 a.m. on 28 February
2020
Crediting of CREST stock accounts in respect of 28 February 2020
the New Shares
A copy of the Prospectus is available for inspection at:
www.morningstar.co.uk/uk/nsm as well as on the Company's website:
https://www.aewukreit.com/.
Terms used but not defined in this announcement shall have the meanings
given to such terms in the Prospectus.
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.
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.
Enquiries
AEW UK
Alex Short 1 alex.short@eu.aew.com
+44(0) 20 7016 4848
2 Laura.elkin@eu.aew.com
Laura Elkin
+44(0) 20 7016 4869
Nicki Gladstone 3 nicki.gladstone-ext@eu.aew.com
+44(0) 7711 401 021
Company Secretary
Link Company Matters Limited aewu.cosec@linkgroup.co.uk
+44(0) 1392 477 500
TB Cardew 4 AEW@tbcardew.com
Ed Orlebar +44 (0) 7738 724 630
Lucas Bramwell +44 (0) 7939 694 437
Liberum Capital
Gillian Martin / Owen Matthews +44 (0) 20 3100 2000
About AEW UK REIT
AEW UK REIT plc (LSE: AEWU) aims to deliver an attractive total return to
shareholders by investing predominantly in smaller commercial properties
(typically less than £15 million), on shorter occupational leases in
strong commercial locations across the United Kingdom. The Company was
listed on the Official List of the UK Listing Authority and admitted to
trading on the Main Market of the London Stock Exchange on 12 May 2015,
raising £100.5m. Since IPO it has raised a further £51m.
The Company is currently invested in office, retail, industrial and
leisure assets, with a focus on active asset management, repositioning the
properties and improving the quality of the income stream.
AEWU is currently paying an annualised dividend of 8p per share.
www.aewukreit.com
About AEW UK Investment Management LLP
AEW UK Investment Management LLP employs a well-resourced team comprising
26 individuals covering investment, asset management, operations and
strategy. It is part of AEW Group, one of the world's largest real estate
managers, with €70.2bn of assets under management as at 30 September 2019.
AEW Group comprises AEW SA and AEW Capital Management L.P., a U.S.
registered investment manager and their respective subsidiaries. In
Europe, as at 30 September 2019, AEW Group managed €32.3bn of real estate
assets on behalf of a number of funds and separate accounts with over 400
staff located in 9 offices. The Investment Manager is a 50:50 joint
venture between the principals of the Investment Manager and AEW. In May
2019, AEW UK Investment Management LLP was awarded Property Manager of the
Year at the Pensions and Investment Provider Awards.
5 www.aewuk.co.uk
LEI: 21380073LDXHV2LP5K50
Important Notice
This announcement is not intended to be investment advice.
Members of the public are not eligible to take part in the Placing. This
announcement and the terms and conditions referred to herein are directed
in the United Kingdom only at persons selected by Liberum Capital Limited
who are " investment professionals" falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "FPO") or "high net worth companies, unincorporated associations
etc." falling within Article 49(2) of the FPO, or persons to whom it may
otherwise be lawfully communicated (all such persons together being
referred to as "Relevant Persons"). This announcement and the terms and
conditions referred to herein must not be acted on or relied on in the
United Kingdom by persons who are not Relevant Persons. Any investment or
investment activity to which this announcement relates is available only
to, and will be engaged in only with, persons in the United Kingdom who
are Relevant Persons.
The Ordinary Shares that are the subject of the Placing are not being
offered or sold to any person in the European Union, other than to
"qualified investors" within the meaning of the law in the relevant Member
State implementing Article 2(e) of the Prospectus Regulation and/or to
persons to whom the Ordinary Shares may lawfully be marketed under the
Alternative Investment Fund Managers Directive or under the applicable
implementing legislation (if any) of that relevant Member State.
All offers of Ordinary Shares will be made pursuant to the Prospectus. In
the United Kingdom, this announcement is being directed solely at persons
in circumstances in which section 21(1) of the Financial Services and
Markets Act 2000 (as amended) does not apply.
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. It is also subject to
change. Before subscribing for any Ordinary Shares, persons viewing this
announcement should ensure that they fully understand and accept the risks
which are set out in the Prospectus. The value of the Ordinary Shares is
not guaranteed and 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 price and value of securities can go
down as well as up, and investors may get back less than they invested or
nothing at all. Potential investors should consult an independent
financial advisor as to the suitability of the securities referred to in
this advertisement for the person concerned.
Neither this announcement nor the information contained herein is for
publication, distribution or release, in whole or in part, directly or
indirectly, in or into or from the United States (including its
territories and possessions), any member state of the European Economic
Area (other than the United Kingdom), Australia, Canada, South Africa,
Japan or to any person in any of those jurisdictions or any other
jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction. The offer of Ordinary Shares pursuant to the
Placing (the "Offer") and the distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession this announcement or any document or other information referred
to herein comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute
a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, the securities referred
to herein to any person in any jurisdiction, including the United States,
Australia, Canada, South Africa or Japan or in any jurisdiction to whom or
in which such offer or solicitation is unlawful.
The securities to which this announcement relates have not been and will
not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any regulating authority or under any applicable
securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold, pledged or otherwise transferred within the
United States or to US persons unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with
applicable state law. There will be no public offer of the securities in
the United States. The securities referred to herein have not been
registered under the applicable securities laws of Australia, Canada,
South Africa or Japan and, subject to certain exceptions, may not be
offered or sold within Australia, Canada, South Africa or Japan or to any
national, resident or citizen of Australia, Canada, South Africa or Japan.
This announcement contains statements that are, or may be deemed to be,
"forward‐looking statements". These forward‐looking statements may be
identified by the use of forward‐looking terminology, including the terms
"believes", "expects", "anticipates", "intends", "plans", "estimates",
"aim", "forecast", "projects", "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. Forward‐looking statements may and often do differ materially
from actual results. The forward‐looking statements reflect the Company's
and the Investment Manager'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, results
of operations, financial position, liquidity, prospects, growth,
strategies and the industry in which the Company operates. The
forward‐looking statements speak only as of the date they are made and
cannot be relied upon as a guide to future performance. Forward‐looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable by the Company, the
Investment Manager, are inherently subject to significant business,
economic and competitive uncertainties and contingencies. Known and
unknown factors could cause actual results to differ materially from those
projected in the forward‐looking statements. As a result, investors are
cautioned not to place undue reliance on such forward‐looking statements.
Forward‐looking statements speak only as of their date and the Company,
the Investment Manager, Liberum and any of such person's respective
directors, officers, employees, agents, affiliates or advisors expressly
disclaim any obligation to supplement, amend, update or revise any of the
forward‐looking statements made herein, except where it would be required
to do so under applicable law. It is up to the recipient of this
announcement to make its own assessment as to the validity of such
forward‐looking statements and assumptions. No statement in this
announcement is intended as a profit forecast or a profit estimate.
The timetable, including the date of Admission, may be influenced by a
range of circumstances such as market conditions. There is no guarantee
that the Offer will proceed and you should not base your financial
decisions on the Company's intentions in relation to the Offer. This
announcement does not constitute a recommendation concerning the Offer.
The Company is not regulated by the FCA and FCA protection does not apply
to the Offer.
Liberum, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for the Company and no one else in
connection with the matters described in this announcement. Liberum will
not regard any other person (whether or not a recipient of this document)
as a client in relation thereto and will not be responsible to anyone
other than the Company for providing the protections afforded to its
clients nor for giving advice in relation to the Offer, the contents of
this announcement or any transaction or arrangement or other matter
referred to herein.
In connection with the Offer, Liberum and any of its affiliates, acting as
investors for their own accounts, may subscribe for or purchase Ordinary
Shares and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such Ordinary Shares and other
securities of the Company or related investments in connection with the
Offer or otherwise. Accordingly, references in the Prospectus to the
Ordinary Shares being offered, subscribed, issued, acquired, sold, placed
or otherwise dealt in should be read as including any offer, subscription,
issue, sale, acquisition, placing or dealing in the Ordinary Shares by
Liberum and any of its affiliates acting as investors for their own
accounts. In addition, Liberum or its affiliates may enter into financing
arrangements and swaps in connection with which it or its affiliates may
from time to time acquire, hold or dispose of Ordinary Shares. Neither
Liberum nor any of its affiliates intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which may be
imposed on Liberum by the FSMA or the regulatory regime established
thereunder, or under the regulatory regime of any jurisdiction where
exclusion of liability under the relevant regulatory regime would be
illegal, void or unenforceable, neither Liberum nor any of its affiliates,
directors, officers, employees, advisors or agents accepts any
responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to the truth, accuracy, completeness or
fairness of the information contained in this announcement (or whether any
information has been omitted from the announcement) or any other
information relating to the Company, its subsidiaries or associated
companies, 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 this announcement or its contents or otherwise arising in
connection therewith.
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments,
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the "MiFID II Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II
Product Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares have been subject to a product approval process, which
has determined that the Ordinary Shares are: (i) compatible with an end
target market of investors who meet the criteria 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, Distributors should note that: the price of the Ordinary
Shares may decline and investors could lose all or part of their
investment; the Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the 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 Offer. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Liberum 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 the Ordinary Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.
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ISIN: GB00BWD24154
Category Code: MSCL
TIDM: AEWU
LEI Code: 21380073LDXHV2LP5K50
OAM Categories: 2.2. Inside information
3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 47489
EQS News ID: 978337
End of Announcement EQS News Service
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References
Visible links
1. mailto:alex.short@eu.aew.com
2. mailto:Laura.elkin@eu.aew.com
3. mailto:nicki.gladstone-ext@eu.aew.com
4. mailto:AEW@tbcardew.com
5. https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=7894e0a377d1bda4334ddf4dea91264a&application_id=978337&site_id=refinitiv&application_name=news
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