REG - Grit Real Estate Inc - Notice of General Meeting

Grit Real Estate IncomeAnnouncement

14/09/2022 13:00

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RNS Number : 4689Z  Grit Real Estate Income Group  14 September 2022

 

 GRIT REAL ESTATE INCOME GROUP LIMITED

 (Registered in Guernsey)

 (Registration number: 68739)

 LSE share code: GR1T

 SEM share code: DEL.N0000

 ISIN: GG00BMDHST63

 LEI: 21380084LCGHJRS8CN05

 ("Grit" or the "Company" or the "Group")

 

NOTICE OF GENERAL MEETING

 

 

Grit Real Estate Income Group Limited, a leading pan-African impact real
estate company, today announces that it will be holding a general meeting of
shareholders on 7 October 2022 at 12:00 (Mauritian time) (09:00 UK time) (the
"General Meeting").

 

The Notice of General Meeting and Form of Proxy were mailed to shareholders or
otherwise made available today and the Notice of General Meeting is also
available to view and download on the Company's website at
https://grit.group/documents-circulars/
(https://eur01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fgrit.group%2Fdocuments-circulars%2F&data=05%7C01%7Cmoira%40grit.group%7Cbb030ad6bf6a4142e1ae08da919862dc%7C3f7c86273eae4bdf988a8313884df6cd%7C0%7C0%7C637982380929187093%7CUnknown%7CTWFpbGZsb3d8eyJWIjoiMC4wLjAwMDAiLCJQIjoiV2luMzIiLCJBTiI6Ik1haWwiLCJXVCI6Mn0%3D%7C3000%7C%7C%7C&sdata=w9j%2B6XsSprfUY2r6pjsj6V5mNd%2BhrO9JhGOD%2BhqMBiA%3D&reserved=0)
.

 

Introduction

 

The Board is cognisant that current trading liquidity in Grit's ordinary
shares remains sub optimal, and when combined with its attractive valuation at
current level, the Board is investigating a formal treasury buyback mechanism
that is expected to complement Grit's current dividend policy. Through
engagement with its advisors, the Board has determined it optimal that
treasury shares can be both bought and sold, subject to certain limitations
and dependent on market supply and demand, and that it needs all authorities
in place prior to the implementation of such a programme.

 

On 17 June 2021, in conjunction with a buy-back authority, Shareholders voted
in favour of an authority to issue Ordinary Shares or sell Ordinary Shares
from treasury on a non-pre-emptive basis; thereby providing a mechanism to
manage liquidity in the Company's traded shares. However, at the Company's
annual general meeting ("AGM") held on 29 November 2021, although the
refreshed buyback authority was passed, a special resolution to disapply
pre-emption rights on the issue of Ordinary Shares was voted against by 35.15
per cent. of the votes cast by Shareholders represented in person or by proxy
at the AGM. Grit's executive management has subsequently consulted with
Shareholders and clarified reasons why some Shareholders were not able to
support the special resolution.

 

Following that period of consultation, the Board is convening a General
Meeting at which two separate special resolutions will be proposed to enable
the Company to issue Ordinary Shares, up to prescribed limits, on a
non-pre-emptive basis.

 

In common with other listed companies, the Company is seeking a general
issuance authority (Resolution 1 to be proposed at the General Meeting) to
issue or sell from treasury up to 24,754,617 Ordinary Shares, representing 5
per cent. of the Ordinary Shares in issue at the date of the notice, on a
non-pre-emptive basis. This will enable the Company to issue Ordinary Shares
or securities convertible into Ordinary Shares in response to market demand,
and in the ordinary course of business, without first offering them to
existing Shareholders on a pro rata basis.

 

The Company is also seeking authority (Resolution 2 to be proposed at the
General Meeting) to sell up to a further 24,754,617 Ordinary Shares from
treasury, representing 5 per cent. of the Ordinary Shares in issue at the date
of the notice, on a non-pre-emptive basis. As noted above, at the AGM,
Shareholders voted in favour of a special resolution to permit the Company to
buy back up to 49,652,208 Ordinary Shares.  Any Ordinary Shares repurchased
by the Company pursuant to this authority may be cancelled or held in
treasury. The purpose of Resolution 2 is to authorise the Company to sell from
treasury Ordinary Shares, when there is sufficient demand for the Ordinary
Shares, to help manage share trading liquidity.

 

To the extent that the Company sells Ordinary Shares from treasury, it may
only sell such Ordinary Shares for cash at a price below the prevailing net
asset value per share provided that such discount must be narrower than the
average discount to the net asset value per share at which the Company
acquired the shares held in treasury.

 

The Company has no current plans to issue new shares under either of the
proposed resolutions or authorities.

The authorities conferred by Resolutions 1 and 2 will expire at the conclusion
of the Company's annual general meeting to be held in 2023 or, if earlier, at
the close of business on 30 December 2023.

 

By order of the Board

 

14 September 2022

FOR FURTHER INFORMATION, PLEASE CONTACT:

 Grit Real Estate Income Group Limited
 Darren Veenhuis, Chief Strategy Officer and Investor Relations    +44 779 512 3402

 Maitland/AMO - Communications Adviser
 James Benjamin                                                    +44 7747 113 930 / +44 20 7379 5151
 Alistair de Kare-Silver                                           Grit-maitland@maitland.co.uk

 finnCap Ltd - UK Financial Adviser
 William Marle/Teddy Whiley (Corporate Finance)                    +44 20 7220 5000
 Mark Whitfeld/Pauline Tribe (Sales)                               +44 20 3772 4697
 Monica Tepes (Research)                                           +44 20 3772 4698

 Perigeum Capital Ltd - SEM Authorised Representative and Sponsor
 Shamin A. Sookia                                                  +230 402 0894
 Kesaven Moothoosamy                                               +230 402 0898

 Capital Markets Brokers Ltd - Mauritian Sponsoring Broker
 Elodie Lan Hun Kuen                                               +230 402 0280

NOTES:

Grit Real Estate Income Group Limited is the leading pan-African impact real
estate company focused on investing in, developing and actively managing a
diversified portfolio of assets in carefully selected African countries
(excluding South Africa). These high-quality assets are underpinned by
predominantly US$ and Euro denominated long-term leases with a wide range of
blue-chip multi-national tenant covenants across a diverse range of robust
property sectors.

The Company is committed to delivering strong and sustainable income for
shareholders, with the potential for income and capital growth.

The Company holds its primary listing on the Main Market of the London Stock
Exchange (LSE: GR1T) and a secondary listing on the Stock Exchange of
Mauritius (SEM: DEL.N0000).

Further information on the Company is available at www.grit.group

Directors:

Peter Todd+ (Chairman), Bronwyn Knight (Chief Executive Officer)*, Leon van de
Moortele (Chief Financial Officer)*, David Love+, Sir Samuel Esson Jonah+,
Nomzamo Radebe, Catherine McIlraith+, Jonathan Crichton+, Cross Kgosidiile and
Bright Laaka (Permanent Alternate Director to Nomzamo Radebe).

(* Executive Director) ((+) independent Non-Executive Director)

Company secretary: Intercontinental Fund Services Limited

Registered office address: PO Box 186, Royal Chambers, St Julian's Avenue, St
Peter Port, Guernsey GY1 4HP

Registrar and transfer agent (Mauritius): Intercontinental Secretarial
Services Limited

SEM authorised representative and sponsor: Perigeum Capital Ltd

UK Transfer secretary: Link Assets Services Limited

Mauritian Sponsoring Broker: Capital Markets Brokers Ltd

This notice is issued pursuant to the FCA Listing Rules, SEM Listing Rule
15.24 and the Mauritian Securities Act 2005. The Board of the Company accepts
full responsibility for the accuracy of the information contained in this
communiqué.

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