RCS - M7 Regional E-Ware. - Schedule Two: M7 Regional E-Warehouse REIT plc
03/12/2021 17:55
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RNS Number : 5817U M7 Regional E-Warehouse REIT PLC 03 December 2021
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, TO U.S. PERSONS OR IN OR INTO THE UNITED STATES OF AMERICA,
CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO
ISSUE OR SELL, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY
INVESTMENTS IN ANY JURISDICTION.
This announcement (the "Announcement") is an advertisement for the purposes of
the Prospectus Regulation Rules of the UK Financial Conduct Authority (the
"FCA") and is not a prospectus. This announcement does not constitute or form
part of, and should not be construed as, an offer for sale or subscription of,
or solicitation of any offer to subscribe for or to acquire, any ordinary
shares in M7 Regional E-Warehouse REIT PLC in any jurisdiction, including in
or into the United States, Australia, Canada, Japan or the Republic of South
Africa. Investors should not subscribe for or purchase any ordinary shares
referred to in this announcement except on the basis of information in the
admission document (the "Admission Document") in its final form, to be
published by M7 Regional E-Warehouse REIT PLC in connection with the proposed
admission of its ordinary shares to the wholesale market of the International
Property Securities Exchange ("IPSX").
3 December 2021
M7 Regional E-Warehouse REIT plc
(the "Company")
Schedule Two Announcement
Core Issuer Information Requirements
The Company provides the following information in accordance with Rule 2.8 of
the IPSX Rules for Issuers.
Issuer details Issuer institution name M7 Regional E-Warehouse REIT PLC
Issuer institution country of incorporation England and Wales
Issuer institution registered address and, if different, its trading address C/O Alter Domus (UK) Limited, 18 St Swithin's Lane, London EC4N 8AD
Brief description of the business, including a description of the underlying The Company's investment objective is to provide Shareholders with a
Single Commercial Property Asset or the Multiple Commercial Property Asset sustainable level of income together with the potential for income and capital
growth by investing in a geographically diversified portfolio of enhanced
warehouse (e-warehouse) properties across the UK.
An e-warehouse is defined, by M7 Real Estate Financial Services Ltd and M7
Real Estate Ltd (together "M7"), as a warehouse with enhanced planning uses
which means that there is flexibility to change the use of the warehouse in
the future. This may be possible not only because of the planning consent
but also the configuration and location of the assets.
On Admission, the Company will acquire a portfolio from M7 Real Estate
Investment Partners VIII, LP (the "Fund") of 17 e-warehouse assets located
across the UK and assembled by M7 following the Fund's inception in July 2018
(the "Acquisition"). The 978,317 sq. ft. portfolio is let to a diversified
base of 53 occupiers and has delivered consistently high rent collections
prior to and since the outbreak of the COVID-19 pandemic.
Sector UK Commercial Property, E-warehouses (encompassing retail warehouses and
last-mile logistics).
Full names and functions of its Issuer directors James Max
- Chairman and non-executive director.
Candace Valiunas
- Audit chair and non-executive director.
Ian Womack
- Non-executive director.
Full names of significant shareholders as anticipated at the date of Admission M7 Real Estate Investment Partners VIII LP
M7 Aggregator Fund LP
Financial reporting dates (fiscal year end) 31 December
Financial reports The annual report and audited financial statements of the Fund for the
financial periods ending 24 December 2019 and 31 December 2020 and the
unaudited half yearly reports for the six month period to 30 June 2021 are set
out in the Admission Document.
The Company has not commenced operations since its incorporation on 11 October
2021 and no financial statements have been made up by the Company.
Name of the Lead Adviser and the Approved Valuer Lead Adviser: Dickson Minto W.S.
Approved Valuer: Avison Young (UK) Limited
Name of the Market Maker or Cornerstone Investor Representative(s) (as To be confirmed prior to Admission.
applicable)
An explanation of the corporate governance standards the Issuer has decided to The Board intends to report against the principles and recommendations of the
apply AIC Code, which has been endorsed by the Financial Reporting Council. As an
externally managed investment company, with no employees and a small Board
consisting of three non-executive Directors, the Board considers the AIC Code
the most relevant governance code to report against.
Completed 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 Schedule Four in the IPSX Rules for Issuers date.
Instrument details Number and type of financial instruments Ordinary Shares of one penny each.
The number of Ordinary Shares to be issued pursuant to the Acquisition (and
subject to Admission taking place) will be calculated, in accordance with the
Fund's usual accounting policies, on the basis of the net asset value of the
Fund taking account of: (i) the valuation report as at 31 October 2021; and
(ii) a completion balance sheet to be provided by M7 prior to Admission less
costs incurred in relation to the Introduction (the "Acquisition
Calculation").
On Admission, the existing investors in the Fund will therefore own a position
in the Company, either directly or indirectly, of equal value to their
existing holding in the Fund (less costs).
The number of securities held as treasury shares N/A
Capital to be raised on Admission, i.e. the expected market capital Issue price of £1.00 per Ordinary Share.
Other than the issue of Ordinary Shares in relation to the Acquisition, no
other Ordinary Shares are being issued. The Company's market capitalisation,
subject to the Acquisition Calculation, is expected to be c. £36.6 million.
Number and percentage of Financial Instruments that are expected to form part c. 3.67 per cent.
of the free float
The number of Ordinary Shares forming part of the free float is subject to the
Acquisition Calculation.
Expected date of Admission 17 December 2021
Expected yield on Admission Target initial annual gross dividend yield of slightly above 8 per cent.
Property details Red Book Valuation reports. On Admission, the Red Book Valuation must not be Included in the Admission Document.
dated more than six months prior to the Admission date, unless previously
agreed with IPSX
Other The information required by Schedule One of the IPSX Rules for Issuers Included in the Admission Document
(Information for Admission Documents)
For further information please contact:
M7 Real Estate Financial Services Ltd (AIFM) (via FTI Consulting, below)
Richard Croft and David Ebbrell
Dickson Minto W.S. (Lead Adviser and Solicitors as to English law) Tel: +44 (0)20 7628 4455
Douglas Armstrong
FTI Consulting (PR Adviser) Tel: +44 (0) 20 3727 1000
Richard Sunderland, Claire Turvey and Eve Kirmatzis E: M7@FTIConsulting.com
Important notice
This Announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States (including its territories and
possessions, any state of the United States of America and the District of
Columbia, collectively, the "United States"), Australia, Canada, the Republic
of South Africa, Japan or any other jurisdiction where such distribution is
unlawful, or to US persons, as defined in Regulation S under the US Securities
Act of 1933, as amended. The distribution of this Announcement may be
restricted by law in certain jurisdictions and persons into whose possession
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 is not for publication or distribution, directly or
indirectly, in or into the United States. This Announcement is not an offer of
securities for sale into the United States. The securities of Company have not
been and will not be registered under the US Securities Act of 1933, as
amended, and may not be offered or sold in the United States, except pursuant
to an applicable exemption from registration. No public offering of securities
is being made in the United States.
This Announcement is for information purposes only and it does not constitute,
and may not be construed as, an offer to sell, or the solicitation of an offer
to acquire or subscribe for, securities of the Company in any jurisdiction
where such offer or solicitation is unlawful or would impose any unfulfilled
registration, qualification, publication or approval requirements on the
Company, M7, AIFM or Dickson Minto W.S. The offer and sale of securities of
the Company has not been and will not be registered under the applicable
securities laws of Australia, Canada, the Republic of South Africa or Japan.
Subject to certain exemptions, the securities of the Company may not be
offered to or sold within Australia, Canada, the Republic of South Africa or
Japan or to any national, resident or citizen of Australia, Canada, the
Republic of South Africa or Japan.
In addition, the Company has not been and will not be registered under the US
Investment Company Act of 1940, as amended, and the recipient of this
Announcement will not be entitled to the benefit of that act.
This Announcement is an advertisement and not a prospectus. Investors should
not subscribe for or purchase any transferable securities referred to in this
Announcement except on the basis of information in the Admission Document
intended to be published by Company in connection with its proposed
introduction and admission to trading on IPSX (the "Admission"). In
particular, prospective investors will be required to read and understand the
section entitled "Risk Factors" in the Admission Document, once available.
The information 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 or
completeness. This Announcement 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 securities of the Company or any other securities 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, any contract therefor. The material
contained in this Announcement is given as at the date of its publication
(unless otherwise marked) and is subject to updating, revision and
amendment. In particular, any proposals referred to herein are subject to
revision and amendment.
This Announcement does not constitute a recommendation concerning the
Admission. The price and value of securities and any income from them can go
down as well as up. Past performance is not a guide to future performance and
prospective investors may not receive any return from the Company. Before
purchasing any securities of the Company, persons viewing this Announcement
should ensure that they fully understand and accept the risks that will be set
out in the Admission Document, if and when published. Information in this
Announcement or any of the documents relating to the admission of the Company
to IPSX cannot be relied upon as a guide to future performance. Potential
investors should consult a professional adviser as to the suitability of the
Company.
This Announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical facts included
in this Announcement, including, without limitation, those regarding the
Company's financial position, strategy, plans, proposed acquisitions and
objectives, are forward-looking statements. Forward-looking statements are
subject to risks and uncertainties and, accordingly, the Company's actual
future financial results and operational 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 Admission
Document. These forward-looking statements speak only as at the date of this
Announcement and cannot be relied upon as a guide to future performance. The
Company, M7, AIFM and Dickson Minto W.S. expressly disclaim 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 Prospectus Regulation
Rules of the FCA, the UK version of the EU Market Abuse Regulation (2014/596)
which is part of UK law by virtue of the European Union (Withdrawal) Act 2018,
as amended and supplemented from time to time including by the Market Abuse
(Amendment) (EU Exit) Regulations 2019 or other applicable laws, regulations
or rules.
The existence of the target dividend should not be considered as an assurance
or guarantee that it can or will be met by the Company. Accordingly, potential
investors should not place any reliance on this target in deciding whether or
not to invest in the Company and should decide for themselves whether or not
the target dividend yield is reasonable or achievable.
Dickson Minto W.S, which is authorised and regulated by the FCA, 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
Dickson Minto W.S. or advice to any other person in relation to the matters
contained herein.
None of M7, the AIFM, Dickson Minto W.S., or the Company or any of their
respective parents or subsidiary undertakings, or the subsidiary undertakings
of any such parent undertakings, or any of such person's respective directors,
officers, employees, agents, affiliates or advisers or any other person
("their respective affiliates") accepts (save where required by law) any
responsibility or liability whatsoever for/or makes any representation or
warranty, express or implied, as to this Announcement, including the truth,
accuracy or completeness of the information in this Announcement (or whether
any information has been omitted from the Announcement) or any other
information relating to the Company, 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.
No key information document has been prepared in respect of this communication
or the shares in the Company 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 the domestic law of the United Kingdom).
Accordingly, shares in the Company are not available to, and no person may
advise on, offer or sell such shares for or to, any retail client (as defined
in MifID 2) in the EEA or the United Kingdom.
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