REG-AEW UK REIT plc Publication of Circular

Aew UK ReitAnnouncement

24/08/2018 17:25

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   AEW UK REIT plc (AEWU)
   Publication of Circular

   24-Aug-2018 / 17:21 GMT/BST
   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO
   U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR
   SOUTH AFRICA.

                                        

                                AEW UK REIT plc

                                 (the "Company)

    

   24 August 2018

                            Publication of Circular

    

   AEW UK  REIT  plc  has  today  posted  a  circular  to  Shareholders  (the
   "Circular") convening a General Meeting to be held at The Cavendish Hotel,
   81 Jermyn  Street,  St.  James', London  SW1Y  6JF  at 12.15  p.m.  on  12
   September 2018  at  which  resolutions  will be  put  to  Shareholders  to
   approve: (i) the  adoption of  New Articles to  permit the  issuance of  C
   Shares; and (ii) the issue of up to 250 million Ordinary Shares and/or 250
   million C Shares and the  disapplication of associated pre-emption  rights
   in connection with a potential  new twelve month share issuance  programme
   (together the "Proposals"). Full details of  the Proposals are set out  in
   the Circular, a copy of which  will shortly be available on the  Company's
   website at www.aewukreit.com.

   Background

   The Company was  launched in May  2015, raising gross  proceeds of  £100.5
   million on IPO. Since then, a further 51,058,251 Ordinary Shares have been
   issued at a premium to the NAV per Ordinary Share. As at 30 June 2018, the
   fair value independent  valuation of the  Company's portfolio was  £191.95
   million, following the part sale of Pearl Assurance House, Nottingham. The
   NAV was  £149.14  million or  98.40  pence  per Ordinary  Share  and  EPRA
   earnings per Ordinary Share for the quarter to 30 June 2018 was 2.04 pence
   per Ordinary Share, in line with  the Company's target annual dividend  of
   8.00 pence per Ordinary Share.

   At 30 June 2018,  the Company held £6.72  million cash for investment  and
   has declared dividends of 22.83 pence per Ordinary Share since launch.

   AEW UK  Investment  Management  LLP,  the  Company's  investment  manager,
   continues to see a strong pipeline of potential opportunities generated by
   its network of contacts across the UK commercial property market.

   Accordingly,  the  Directors  believe  it  is  now  appropriate  to   seek
   Shareholder approval  such  that  on the  occurrence  of  suitable  market
   conditions the Company will  be in a position  to raise capital. Any  such
   fundraising will only be carried out  when the Directors consider that  it
   is in  the best  interests of  Shareholders and  the Company  as a  whole.
   Relevant factors in  making such  a determination will  include net  asset
   performance,  share  price  rating,  investment  pipeline  and   perceived
   investor demand.

   Adoption  of  New  Articles,  Disapplication  of  Pre-emption  Rights  and
   Approval of the Issue of Shares

   In order to mitigate the risk  of any cash drag to existing  Shareholders,
   and to ensure that the NAV attributable to the existing Ordinary Shares is
   not diluted  by  the  expenses  associated with  any  new  Share  Issuance
   Programme, the Directors  believe it  is prudent  to have  the ability  to
   issue C  Shares under  any  potential Share  Issuance Programme.  Any  new
   Ordinary Shares  will  only be  issued  pursuant to  the  potential  Share
   Issuance Programme at  prices greater  than the latest  published NAV  per
   Ordinary Share.

   In order to issue,  on a non-pre-emptive basis,  C Shares pursuant to  the
   potential Share Issuance Programme,  the new articles  are required to  be
   adopted (incorporating the rights of the  new C Shares) and the  Directors
   also require specific authority from Shareholders. Therefore, the  Company
   is seeking Shareholder authority to: (i) adopt the new articles; and  (ii)
   issue and disapply associated statutory pre-emption rights for 250 million
   Ordinary Shares and/or  250 million C  Shares in connection  with any  new
   Share Issuance Programme until the earlier of the close of such new  Share
   Issuance Programme and 30 June 2020.

   Any issue of  Shares using the  above authorities will  be subject to  the
   Company having  a  live Share  Issuance  Programme and,  accordingly,  the
   Directors currently intend to publish a new prospectus in due course.

    

   Expected Timetable of Principal Events

   Latest time and date  for
   the return of the Form of                  12.15 p.m. on 10 September 2018
   Proxy
                                  12.15 p.m. on 12 September 2018 (or as soon
   General Meeting            thereafter as the annual general meeting of the
                                       Company convened for the same date has
                                                                   concluded)

    

   All references to  times in this  announcement are to  London time  unless
   otherwise stated. Any changes to  the expected timetable will be  notified
   by the Company through a Regulatory Information Service.

    

   Terms used and  not defined in  this announcement shall  have the  meaning
   given in the Circular. A copy of  the Circular has also been submitted  to
   the  National  Storage  Mechanism  and  will  shortly  be  available   for
   inspection at www.morningstar.co.uk/uk/nsm.

    

   Enquiries:

   AEW UK

   Mark Burton
                                +44(0) 1392 477500
    
                                 1 alex.short@eu.aew.com

   Alex Short                   +44(0) 207 016 4880

                                 
                                 2 laura.elkin@eu.aew.com

    Laura Elkin                 +44(0) 20 7016 4869

                                 
   Liberum Capital               
                                +44(0) 20 3100 2000
   Gillian Martin
                                 
    
                                +44(0) 20 3100 2226
   Christopher Britton
                                 
   Company Secretary             
                                 3 aewu.cosec@linkgroup.co.uk 

   Link Company Matters Limited +44(0) 1392 477500

                                 

    

    4 www.aewukreit.com

    

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   ISIN:           GB00BWD24154
   Category Code:  MSCH
   TIDM:           AEWU
   LEI Code:       21380073LDXHV2LP5K50
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   5922
   EQS News ID:    717525


    
   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:aewu.cosec@linkgroup.co.uk
   4. https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=c9b6404682d7efd026577394ecbedab5&application_id=717525&site_id=reuters8&application_name=news


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