REG-AEW UK REIT plc Publication of Prospectus
01/03/2019 16:00
============
AEW UK REIT plc (AEWU)
Publication of Prospectus
01-March-2019 / 15:56 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA
OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION
OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
This announcement is an advertisement only and does not constitute a
prospectus. Investors who wish to subscribe for or purchase shares in the
Company are reminded that any such subscription or purchase should only be
made on the basis of the information contained in the prospectus dated 1
March 2019 (and any supplement thereto) and not on the information
contained in this announcement. This is a financial promotion and is not
intended to be investment advice.
This announcement contains inside information for the purposes of Article
7 of Regulation 596/2014.
1 March 2019
AEW UK REIT PLC
("AEW UK REIT" or the "Company")
Publication of Prospectus
The board of directors of the AEW UK REIT (the "Board") announces that it
has today published a prospectus (the "Prospectus") in relation to a share
issuance programme of up to 250 million new Ordinary Shares ("Ordinary
Shares"); and up to 250 million convertible redeemable preference shares
("C Shares" and, together with the Ordinary Shares, the "Shares") (the
"Share Issuance Programme").
Pursuant to the extraordinary general meeting held on 12 September 2018,
the Company has shareholder authority to issue and allot up to 250 million
Ordinary Shares and 250 C Shares in the capital of the Company.
Shareholder approval was sought to enable the Company to conduct future
fundraises to meet its growth strategy and to respond promptly to investor
demand as and when market conditions become favourable.
Share Issuance Programme
The Share Issuance Programme will open on 1 March 2019 and will close on
28 February 2020 (or any earlier date on which it is fully subscribed).
The Company may carry out one or more Placings of Ordinary Shares or C
Shares under the Share Issuance Programme at any time prior to the final
closing date of 28 February 2020.
The Company will publish announcements in due course setting out the
timetable for each Placing together with the Placing Price for such
Placing. The Placing Price for each Placing of Ordinary Shares will be
determined by the Directors, taking into consideration, inter alia, the
prevailing market conditions at that time but will not be less than the
latest published Net Asset Value per Ordinary Share at the time of issue
plus a premium to cover the costs and expenses of the relevant Placing.
The Placing Price for any C Shares issued under the Share Issuance
Programme will be 100 pence per C Share. The Placing Price will be
notified via an RNS announcement as soon as practicable in conjunction
with each Placing-Only Issue.
In addition the Company may instigate up to three Offers of C Shares
(provided this is in accordance with the timetable set out in the
Prospectus) if the Directors, in their sole discretion in consultation
with the Investment Manager and Liberum, determine market conditions are
appropriate. The Offer Price for any C Shares issued under the Share
Issuance Programme will be 100 pence per C Share.
The terms and conditions which shall apply to any subscription for Shares
pursuant to the Share Issuance Programme are set out in the Prospectus.
The Prospectus will shortly be made available on the Company's website
( 1 www.aewukreit.com) and on the National Storage Mechanism
at 2 http://www.morningstar.co.uk/uk/nsm.
Capitalised terms used but not defined in this announcement have the same
meanings as set out in the Prospectus.
ENQUIRIES
For further information, please contact:
AEW UK REIT
alex.short@eu.aew.com
Alex Short
Tel: +44(0) 207 016 4880
laura.elkin@eu.aew.com
Laura Elkin
Tel: +44(0) 771 140 1021
Liberum Capital
Gillian Martin / Christopher Britton Tel: +44(0) 20 3100 2000
Company Secretary
aewu.cosec@linkgroup.co.uk
Link Company Matters Limited
+44(0) 1392 477500
TB Cardew (Financial PR advisor)
3 aew@tbcardew.com
Ed Orlebar
+44 (0) 7738 724 630
IMPORTANT NOTICE
This announcement, which constitutes a financial promotion for the
purposes of the Financial Services and Markets Act 2000 and which has been
prepared by, and is the sole responsibility of, the Company, has been
approved solely for the purposes of section 21(2)(b) of the Financial
Services and Markets Act 2000 by AEW UK Investment Management LLP.
This announcement is an advertisement and does not constitute a prospectus
relating to the Company and does not 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 Shares in the Company in any jurisdiction
nor shall it, or any part of it, or the fact of its distribution, form the
basis of, or be relied on in connection with or act as any inducement to
enter into, any contract therefor.
The information contained in this announcement is for background purposes
only and does not purport to be full or complete. 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 (and any supplementary prospectus). Copies of the Prospectus
will shortly be made available for viewing at the National Storage
Mechanism at 4 www.morningstar.co.uk/uk/NSM and on the Company's website
at 5 http://www.aewukreit.com/documents/.
The Shares are only suitable for investors: (i) who are institutional,
professional, professionally advised and knowledgeable; (ii) for whom an
investment in the Shares is part of a diversified investment programme;
and (iii) who fully understand and are willing to assume the risks
involved in such an investment, including the potential risks of capital
loss and that there may be limited liquidity in the underlying investments
of the Company. The value of shares and the income from them 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. If you are in any doubt about the contents of this
announcement you should consult your accountant, legal or other
professional adviser or financial adviser. Past performance is not a guide
to future performance and the information in this announcement or any
documents relating to the Issue cannot be relied upon as a guide to future
performance.
Liberum Capital Limited is acting only for the Company in connection with
the matters described in this announcement and is not acting for or
advising any other person, or treating any other person as its client, in
relation thereto and will not be responsible for providing the regulatory
protection afforded to clients of Liberum Capital Limited or advice to any
other person in relation to the matters contained herein.
Neither Liberum Capital Limited nor the Investment Manager nor any of
their respective directors, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to the truth, accuracy
of completeness of, the information in this announcement (or whether any
information has been omitted from this announcement) or any information
relating to the Company, whether written, oral or in a visual or
electronic format, and howsoever transmitted or made available or any loss
howsoever arising from any use of this announcement or its contents to
otherwise in connection with it.
The Shares have not been, nor will they be, registered under the US
Securities Act of 1933, as amended (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the
United States or under the applicable securities laws of any member state
of the EEA (other than the United Kingdom), Australia, Canada, Japan, or
South Africa. Accordingly, subject to certain exceptions, the Shares may
not be offered or sold in any member state of the EEA (other than the
United Kingdom), the United States, Australia, Canada, Japan or South
Africa or to or for the account or benefit of any national, resident or
citizen of any member state of the EEA (other than the United Kingdom),
Australia, Canada, Japan, South Africa, the United States or to, or for
the account or benefit of US persons (as defined in Regulation S under the
Securities Act). The Issue and the distribution of this announcement in
other jurisdictions may be restricted by law and the persons into whose
possession this announcement comes should inform themselves about, and
observe, any such restrictions.
The Company has not been, and will not be, registered under the US
Investment Company Act of 1940, as amended.
This announcement may include "forward-looking statements". All statements
other than statements of historical fact included in this announcement,
including, without limitation, those regarding and target returns, are
forward-looking statements. Forward-looking statements are subject to
risks and uncertainties and accordingly the Company's actual future
financial results and performance may differ materially from the results
and performance expressed in, or implied by, the statements. These factors
include but are not limited to those described in the Prospectus. These
forward-looking statements speak only as at the date of this announcement.
The Company expressly disclaims any obligation or undertaking to update or
revise any forward-looking statements contained herein to reflect actual
results or any change in the assumptions, conditions or circumstances on
which any such statements are based unless required to do so by the
Financial Services and Markets Act 2000, the Listing Rules or Prospectus
Rules of the FCA or other applicable laws, regulations or rules.
Information to Distributors
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 Productive 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 Shares have been subject to a product approval process, which has
determined that any Ordinary Shares and/or C Shares which may be issued
pursuant to any Issue or Placing-Only Issue (as appropriate) pursuant to
the Share Issuance Programme 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, distributors should note
that: the price of the Shares may decline and investors could lose all or
part of their investment; the Shares offer no guaranteed income and no
capital protection; and an investment in the 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 Issue. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, Liberum will, pursuant
to the Share Issuance Programme, 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 Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the Shares and
determining appropriate distribution channels.
PRIIPS (as defined below)
ln accordance with the Regulation (EU) No 1286/2014 of the European
Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products
("PRIIPs") and its implementing and delegated acts (the "PRIIPs
Regulation"), the Company has prepared a key information document (the
"KID") in respect of the Ordinary Shares. The KID is made available by the
Company to "retail investors" prior to them making an investment decision
in respect of the Ordinary Shares
at 6 http://www.aewukreit.com/investors/key-information-document.
If you are distributing Ordinary Shares, it is your responsibility to
ensure that the KID is provided to any clients that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for the
purposes of the PRIIPs Regulation and neither Liberum nor the Investment
Manager are manufacturers for these purposes. Neither Liberum nor the
Investment Manager makes any representations, express or implied, or
accepts any responsibility whatsoever for the contents of the KID prepared
by the Company nor accepts any responsibility to update the contents of
the KID in accordance with the PRIIPs Regulation, to undertake any review
processes in relation thereto or to provide the KID to future distributors
of Ordinary Shares. Each of Liberum nor the Investment Manager and their
respective affiliates accordingly disclaim all and any liability whether
arising in tort or contract or otherwise which it or they might have in
respect of the key information documents prepared by the Company.
Investors should note that the procedure for calculating the risks, costs
and potential returns in the KID are prescribed by laws. The figures in
the KID may not reflect actual returns for the Company and anticipated
performance returns cannot be guaranteed.
The Company will prepare and publish a key information document in respect
of C Shares prior to the issue of any C Shares under the Share Issuance
Programme.
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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.: 7689
EQS News ID: 782981
End of Announcement EQS News Service
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