RCS - BWP REIT PLC - Schedule Two
14/10/2022 15:00
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RNS Number : 9869C BWP REIT PLC 14 October 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, OR IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION WHERE SO TO DO WOULD OR MIGHT CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF
THE UK VERSION OF REGULATION (EU) 2017/1129, WHICH FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 OR AN ADMISSION
DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR
SUBSCRIPTION IN ANY JURISDICTION, INCLUDING (WITHOUT LIMITATION) THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA. INVESTORS SHOULD NOT SUBSCRIBE
FOR, OR OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE SECURITIES
REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION
CONTAINED IN THE ADMISSION DOCUMENT TO BE PUBLISHED BY THE COMPANY.
14 October 2022
BWP REIT PLC
(the "Company")
Schedule Two
Core Issuer Information Requirements
The Company provides the following information in accordance with Rule 2.8 of
the IPSX Rules for Issuers.
Schedule Two (Core Issuer Information Requirements)
Issuer Issuer institution name BWP REIT PLC.
Details
Issuer institution country of incorporation England and Wales.
Issuer institution registered address and, if different, its trading address C/O Alter Domus (UK) Limited,
30 St Mary Axe,
London EC3A 8BF,
United Kingdom
Brief description of the business, including a description of the underlying The sole asset of the Company will be the Bridgewater Place building located
Single Commercial Property Asset or the Multiple Commercial Property Asset at Water Lane, Leeds (the "Property"). The Company, through a subsidiary, will
acquire the Property shortly following Admission, initially by way of the
grant of a 999 year lease of the internal commercial areas of the Property
(including the commercial common parts and the internal structural parts) with
an option to acquire the freehold titles in the future for £1. The Property
is an office-led mixed use asset in a central location in Leeds, in close
proximity to Leeds Railway Station and comprises 234,711 sq. ft. of office
space with 268 basement car spaces, 15,587 sq. ft. of retail accommodation and
management offices of 1,536 sq. ft. The Property has a third party property
valuation of £63m.
Sector Offices
Full names and functions of its Issuer directors Edmund Craston (Non-Executive Chairman)
· Edmund has over 30 years' experience in real estate and investment
banking, giving him in depth knowledge of both public and private capital
markets and real estate investment.
· From 2009 to 2018 he was the Managing Director of Rockspring Property
Investment Managers LLP, a leading private European property investment
management business with over EUR 8 billion of AUM.
Andrea O'Keeffe (Non-executive Director)
· Andrea has over 25 years City experience including as a partner and
director at Cazenove and subsequently as an executive director at JP Morgan
until 2014.
· More recently Andrea has co-founded two e-commerce start-ups, and has
five years' experience working as an NED including as Treasurer of The Friends
of the Royal Academy of Arts and a member of the finance committee for The
Royal Academy.
Ian White (Non-executive Director)
· Ian is a Chartered Surveyor and Fellow of the Royal Institution of
Chartered Surveyors. Ian has over 50 years in global commercial real estate,
having been a partner in private practice, firstly with Richard Ellis and
subsequently as a member of the worldwide board of CBRE before retiring in
2000.
· Since that date, Ian has held a number of non-executive appointments in
both publicly listed and private property funds and is an independent member
of the Investment Advisory boards of various funds managed by M7.
Full names of significant shareholders as anticipated at the date of Admission None anticipated at this time.
Financial reporting dates (fiscal year end) 30 September.
Financial reports No HFI included within the Admission Document (waiver obtained).
Name of the IPSX Lead Adviser and the IPSX Approved Valuer IPSX Lead Adviser: WH Ireland Limited.
IPSX Approved Valuer: Avison Young (UK) Limited.
Name of the IPSX Market Maker TBC.
An explanation of the corporate governance standards the Issuer has decided to The Company's board of directors (the "Board") has considered the principles
apply and recommendations of the 2019 AIC Code of Corporate Governance (the "AIC
Code"). The Board intends to comply with the principles and recommendations of
the AIC Code (which incorporates the UK Corporate Governance Code) which it
anticipates will provide better information to shareholders and is more
appropriate for the Company and its shareholders.
The AIC Code provides a framework of best practice for listed investment
companies and addresses all the principles set out in the UK Corporate
Governance Code, as well as setting out additional principles and
recommendations on issues that are of specific relevance to listed investment
companies. The Company considers that given the nature of its business the AIC
Code is more appropriate to the Company's business.
As a recently incorporated company, the Company does not yet comply with the
UK Corporate Governance Code or the principles of good governance contained in
the AIC Code. However, arrangements have been put in place so that, with
effect from Admission, the Company will report against the AIC Code.
Completed IPSX Lead Adviser Declaration in respect of the Issuer in the format To be submitted to IPSX at least two business days before expected Admission
specified in Annex Four in these Rules date.
Instrument Number and type of financial instruments 35,050,000 Ordinary Shares of 10 pence each.
Details
Capital to be raised on Admission, i.e. the expected market capitalisation £35,000,000 at a price of 100 pence per Ordinary Share.
Market Capitalisation = £35,050,000.
Number and percentage of financial instruments that will be in public hands in TBC.
the UK or one or more EEA states on Admission
Expected date of Admission 27 October 2022.
Expected yield at Admission 0%
CFI code ESVUFR
ISIN GB00BQ1NFW69
FISN BWP REIT/PAR VTG FPD 0.1
Security ticker BWP
Property Property name Bridgewater Place.
Details
Property type Offices
Unit of measurement Square foot.
Net internal area 251,834 square foot.
Valuation reports Included in the Admission Document.
Important notice
This announcement is being issued in the United Kingdom to and/or is directed
only at persons who are professional clients or eligible counterparties for
the purposes of the FCA's Conduct of Business Sourcebook. The opportunity to
invest in the Company is only available to such persons in the United Kingdom
and this announcement must not be relied or acted upon by any other persons in
the United Kingdom.
This announcement does not constitute an offer or recommendation concerning
the Ordinary Shares. Any prospective investor must carry out their own due
diligence and should form their own assessment, and is recommended to consult
an independent professional adviser as to the suitability of the Ordinary
Shares and evaluate all matters addressed herein.
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed for any
purpose on the information contained in this announcement or its accuracy,
fairness or completeness.
The distribution of this annoucement and/or any offer, sale or purchase of, or
application to subscribe for, the Ordinary Shares may in certain jurisdictions
be restricted by law. Prospective investors and persons into whose posession
any document or other information referred to herein are required to inform
themselves about, and observe, any such restrictions. It is the responsibility
of each prospective investor to satisfy itself as to full compliance with the
applicable laws and regulations of any relevant jurisdiction, including
obtaining any requisite governmental, regulatory or other consent and
observing any other formality presented in such jurisdiction. 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, the United States (including its territories and possessions, any State
of the United States and the District of Columbia), Australia, Canada, Japan,
South Africa or any other jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction.
This announcement does not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States,
Australia, Canada, Japan, South Africa or any other jurisdiction where such
offer or sale would be unlawful. The Ordinary Shares mentioned herein have not
been, and will not be, registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or with any securities regulatory
authority of any state or other jurisdiction in the United States. The
Ordinary Shares may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. No public offering of
securities is being or will be made in the United States.
This announcement includes 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", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "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. These statements reflect
beliefs of the Directors (including based on their expectations arising from
pursuit of the Company's strategy) as well as assumptions made by the
Directors and information currently available to the Group. Although the
Directors consider that these beliefs and assumptions are reasonable, by their
nature, forward-looking statements involve known and unknown risks,
uncertainties, assumptions and other factors that may cause the Group's actual
financial condition, results of operations, cash flows, liquidity or prospects
to be materially different from any future such metric expressed or implied by
such statements. Past performance cannot be relied upon as a guide to future
performance and should not be taken as a representation that trends or
activities underlying past performance will continue in the future.
Forward-looking statements speak only as of the date they are made. No
representation is made or will be made that any forward-looking statements
will come to pass or prove to be correct.
WH Ireland, which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively as Lead Adviser for the Company and no-one else in
connection with the Issue and Admission and will not regard any other persons
as its client in relation to the Issue and Admission and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of WH Ireland, nor for providing advice in connection with
the Issue and Admission or any other matter or arrangement referred to in this
announcement.
No key information document has been prepared in respect of this annnouncement
or the Ordinary Shares in accordance with Regulation (EU) No 1286/2014 on key
information documents for packaged retail and insurance-based investment
products (PRIIPs) (and in the case of the United Kingdom, such regulation as
it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018). Accordingly, the Ordinary Shares are not available to, and no
person may advise on, offer or sell Oridnary Shares for or to, any retail
client (as defined in MiFID II) in the European Economic Area or the United
Kingdom.
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