RNS Number : 2757S
Scotch Corner Designer Village Ltd
24 July 2025
This announcement is an advertisement and not an admission document or a prospectus (or prospectus equivalent) and does not constitute or form part of an offer or invitation to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor a recommendation to sell or buy securities in any jurisdiction nor should it be relied upon in connection with any contract or commitment whatsoever in any jurisdiction. Potential investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the final form of an admission document (the "Admission Document") which may be published in due course in connection with the admission of Scotch Corner Designer Village Limited's (to be re-registered as a public limited company) issued and to be issued ordinary shares in the capital of the Company ("Ordinary Shares") to trading on Aquis Real Asset Market of the Aquis Stock Exchange plc. Upon any such publication the Admission Document will supersede this announcement and the information contained herein in its entirety and your investment decision, if any, must be made only on the basis of the information contained therein. Neither this announcement, nor anything contained or referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Copies of the Admission Document will, if published, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) at the registered office of the Company and on the Company's website at https://www.scotchcornerdesignervillage.com/. A copy of this announcement will also be available from the Company's website.
24 July 2025
Scotch Corner Designer Village Limited
Potential Aquis Real Asset Market Opportunity
Scotch Corner Designer Village Limited ("Scotch Corner" or the "Company"), a newly formed single asset real estate company to be re-registered as a public limited company which is developing a retail outlet and leisure destination on a prime motorway side location in the North of England (the "Development"), announces it may consider an initial public offering (the "IPO") on the newly launched Aquis Real Asset Market ("Aram") of the Aquis Stock Exchange ("AQSE").
Simon Waterfield, the sponsor behind Scotch Corner, has a 30 year track record in delivering the successful renewal and redevelopment of key sites around the UK, including Worcester Trade Park, Cotswold Business Park and Newton Business Park in Nottingham.
Aram is the new real asset segment of AQSE. The segment creates a new liquid market dedicated to the real estate and infrastructure sector. Former managing director of Dow Jones Commercial EMEA and former rugby world cup winner, Michael Lynagh, is responsible for the sourcing of assets to be listed on the Aram market and is also involved in all strategic and decision-making aspects of Aram.
Scotch Corner highlights:
· The first phase of the Development involves the creation of a designer outlet village comprising c.180,000 sq ft of retail stores, cafés and restaurants.
· The Development enabling and infrastructure works are largely complete and retail and leisure space has been pre-let to the following strong fashion brands Calvin Klein, M&S, Tommy Hilfiger, Skechers and Five Guys.
· Situated on a prime site adjacent to junction 53 of the A1(M) motorway, the site has c. 4.5m residents within 60 minutes' drive (5% more than the UK outlet average) and 9.6m within 90 minutes, a blend to make it a strong contender as one of the UK's best located designer outlet locations.
· Highly experienced team led by property developer Simon Waterfield (who has owned and or developed 14 major properties and sites across the UK comprising over 2 million sq ft of retail, offices, industrial and leisure space), Sarah Hodkinson, Leasing Director, a Chartered Surveyor who spent c. 8 years at McArthur Glen, then ran her own leasing consultancy, before joining Multi-Realm Limited ("Multi-Realm"), and Patrick Hanson-Lowe, Marketing Director, who previously ran the marketing for the Bicester Village Collection's nine outlets across Europe and launched two villages in China, and Land of Fashion's premium outlets.
· The planned opening of Scotch Corner Designer Village is in Spring 2027, at which time it is intended that Multi-Realm, one of the U.K.'s leading Outlet operators, will be appointed operator and asset manager to drive footfall, sales and rental income as this destination outlet matures.
· Aram Advisors Ltd is acting as listing advisor in connection with the Aram listing. Cairn Financial Advisers LLP is acting as AQSE Corporate Adviser to the Company.
Simon Waterfield, Developer & Owner of Scotch Corner Management, said: "We believe that this potential transaction is an exceptional opportunity to develop a first class, largely pre-let, and therefore derisked, development in the highest growth retail subsector. Scotch Corner is perfectly located on the 'crossroads of the North' where it is passed by roughly 29 million vehicles each year and enjoys a catchment of some 4.5 million consumers living within an hour's drive, and the leasing success we've had to date proves the desirability of the location. We are considering being the first company to seek an IPO on the newly launched Aquis Real Asset Market, which we believe can play an important role for developers such as us to access capital, while allowing all investors the possibility of achieving private equity style returns, usually reserved for professional investors and developers."
Michael Lynagh, Director at Aram Advisors, added: "London has achieved its position as a global financial hub through innovation, but in recent years it has struggled to maintain its competitive edge. Aram is exactly what the City needs, creating a platform that democratises access to the real estate market, a market valued at £1.3 trillion in the UK alone, and enabling people to invest in opportunities typically reserved for professional investors. With a strong management team and an internationally recognised host platform, the launch of Aram represents a major step forward in UK real estate investment. By enhancing investment transparency, limiting transaction costs and leveraging Aquis' future-proofed software, Aram will revolutionise the public real estate sector."
Enquiries
FTI Consulting (Financial PR & IR Adviser to the Company) Richard Sunderland, Ellie Sweeney, Oliver Parsons
+44 (0) 20 3727 1000
Further information on Scotch Corner Designer Village is available on its website: https://www.scotchcornerdesignervillage.com/.
IMPORTANT NOTICES:
This is a financial promotion and is not intended to be investment advice.
The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by RetailBook Limited ("RetailBook") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. 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 does not constitute or form part of any offer for sale or subscription or any solicitation of any offer to buy or subscribe for any securities and neither this announcement nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice. Any purchase of Ordinary Shares in a possible fundraise should be made solely on the basis of information contained in the final Admission Document ("Admission Document") which may be issued by the Company in connection with the fundraise. The information in this announcement is subject to change. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Admission Document, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The Company may decide not to go ahead with the possible fundraise or Admission and there is therefore no guarantee that an Admission Document will be published, the fundraise will be made or Admission will occur. Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Admission Document, constitutes a recommendation concerning a possible offer. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of a possible offer for the person concerned.
Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice, (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances or (iii) a personal recommendation to you. This announcement is not for publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. 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.
The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, The Republic of South Africa or Japan and, subject to certain exceptions, may not be offered 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 or in any other jurisdiction in which the publication, distribution or release of this announcement would be unlawful.
This announcement is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (i) if in a member state of the European Economic Area ("EEA"), Qualified Investors as defined in article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); (ii) if in the United Kingdom, are Qualified Investors as defined in article 2(e) of the EU Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 and (a) fall within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (b) are persons who fall within article 49(2)(a) to (d) of the Order, or (c) are other persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA (as amended)) in connection with the sale of any securities of the Company may otherwise lawfully be communicated or caused to be communicated; or (d) intermediaries using the RetailBook portal for distribution to retail investors in the United Kingdom (all such persons referred to in (a), (b), (c) and (d) together being "Relevant Persons").
This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with such persons.
This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Company operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Company or developments in the industry in which the Company operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement.
These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.
Each of the Company and RetailBook, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.
The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.
This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.
Neither Cairn Financial Advisers LLP ("Cairn"), RetailBook, nor any of their affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their 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. Accordingly, each of Cairn and RetailBook, their affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
Cairn is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Cairn is acting exclusively for the Company and no-one else in connection with the possible Admission and fundraise. Cairn will not regard any other person as its client in relation to the possible Admission and fundraise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the possible Admission or fundraise, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
RetailBook is a proprietary technology platform owned and operated by RetailBook Limited (registered address at 10 Queen Street Place, London EC4R 1AG). RetailBook is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN 994238).
For the avoidance of doubt, the contents of the Company's website and any links available from the Company's website are not incorporated by reference into, and do not form part of, this announcement.
Notice to Distributors
Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK 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 retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; 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 (for the purposes of the UK Product Governance Requirements) should note that: (i) the price of the Ordinary Shares may decline and investors could lose all or part of their investment; (ii) the Ordinary Shares offer no guaranteed income and no capital protection; and (iii) 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 fundraise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors who meet the criteria of professional clients and eligible counterparties will be procured.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or Company 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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