REG - Irish Res Prop REIT - Admission of New Ordinary Shares <Origin Href="QuoteRef">ITV.L</Origin>

ITVAnnouncement

26/03/2015 10:31

RNS Number : 5645I
Irish Residential Prop REIT PLC
26 March 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT 
This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus published by Irish Residential Properties REIT plc on 27 February 2015 (the "Prospectus") in connection with the Capital Raise. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. 
26 March 2015 
Irish Residential Properties REIT plc
Admission of New Ordinary Shares
Following the approval by Shareholders of all of the Resolutions at the Extraordinary General Meeting of Irish Residential Properties REIT plc ("IRES" or the "Company") held on 25 March 2015, the Company announces that the New Ordinary Shares were admitted at 8.00 a.m. today to the primary listing segment of the Official List of the Irish Stock Exchange and to trading on the regulated market for listed securities of the Irish Stock Exchange. Following Admission, the Company has a total of 417,000,000 Ordinary Shares in issue. 
Total Voting Rights 
In accordance with the Transparency (Directive 2004/19/EC) Regulations 2007 (Regulation 20), the Company makes the following disclosure with respect to the share capital and voting rights of the Company. As at 26 March 2015, the share capital of the Company consists of 417,000,000 Ordinary Shares, each with voting rights. Therefore the total number of Ordinary Shares and voting rights in the Company is 417,000,000. 
The above figure may be used by Shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Transparency Rules issued by the Central Bank of Ireland (Rule 7.1). 
Capitalised terms used in this announcement and not otherwise defined shall have the meaning given to them in the Prospectus. 
For further information please contact:
Irish Residential Properties REIT plc

+1 416 861 2467
David Ehrlich


Credit Suisse (Sole Global Co-ordinator and Joint Bookrunner)

+ 44 20 7888 8888
Wences Bunge


Michael Taylor


Omri Lumbroso


Ben Deary


TD Securities (Joint Bookrunner)

+1 416 307 8500
Michael Usher-Jones


Geoff Taylor


Barclays (Joint Bookrunner)

+ 44 20 7623 2323
Ben Plant


Ben Newmark


Nick Gradel


Investec (Joint Bookrunner and
Sole Irish Sponsor)

+ 353 1 421 0000
Kevin Gallen


Tommy Conway


Important Notices
This announcement has been issued by the Company and is the sole responsibility of the Company. 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. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction. 
This announcement is an advertisement and not a prospectus. 
No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, supersession, revision and amendment. 
The distribution or publication of this announcement, any documents issued by the Company in connection with the Capital Raise, and the offer, sale and/or issue of the New Ordinary Shares into any jurisdictions may be restricted by law and therefore persons into whose possession this announcement, and/or any accompanying documents, comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions. In particular, subject to certain exceptions, this announcement and any documents issued by the Company in connection with the Capital Raise should not be distributed, forwarded to or transmitted in the United States or any of the Excluded Territories. All Overseas Shareholders and any person (including, without limitation, agents, custodians, nominees or trustees) who has a contractual or other legal obligation to forward any documents issued by the Company in connection with the Capital Raise, if and when received, to a jurisdiction outside Ireland should read paragraph 8 of Part XVI (Terms and Conditions of the Firm Placing and Placing and Open Offer) of the Prospectus.
Subject to certain exceptions, no document issued by the Company in connection with the Capital Raise is or constitutes an invitation or offer of securities for subscription, sale or purchase to any person with a registered address, or who is resident or located, in the United States or the Excluded Territories.
The New Ordinary Shares have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan, Switzerland or the Republic of South Africa and will not be qualified by a prospectus filed with any Canadian securities regulatory authority under applicable Canadian securities laws. Accordingly, subject to certain exceptions, the New Ordinary Shares may not be offered or sold in Australia, Canada, Japan, Switzerland or the Republic of South Africa or to, or for the account or benefit of, any resident of Australia, Canada, Japan, Switzerland or the Republic of South Africa.
The New Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold, directly or indirectly, within the United States. There will be no public offer of the New Ordinary Shares in the United States. The Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and investors will not be entitled to the benefits of that Act. 
Other Important Notices
Credit Suisse, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for the Company and no one else in connection with the Firm Placing and Placing and Open Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this announcement or for providing any advice in relation to this announcement or the Firm Placing and Placing and Open Offer. 
TD Securities, which is registered as an investment dealer under the securities legislation of all provinces and territories of Canada and a member of the Investment Industry Regulatory Organization of Canada, is acting exclusively for the Company and no one else in connection with the Firm Placing and Placing and Open Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this announcement or for providing any advice in relation to the Firm Placing and Placing and Open Offer.
Barclays Bank PLC, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and PRA, is acting exclusively for the Company and no one else in connection with the Firm Placing and Placing and Open Offer, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Prospectus or for providing any advice in relation to this Prospectus or the Firm Placing and Placing and Open Offer. 
Investec, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA and the PRA and registered under Financial Services Register reference 172330, is acting exclusively for the Company and no one else in connection with the Firm Placing and Placing and Open Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this announcement or for providing any advice in relation to the Firm Placing and Placing and Open Offer or Admission.In connection with the admission of the New Ordinary Shares to the Official List and to trading on the regulated market for listed securities of the Irish Stock Exchange, Investec is acting through its Irish Branch which is authorised by the PRA in the United Kingdom and is regulated by the Central Bank for conduct of business rules, registered with the Irish Companies Registration Office under number 904428 as an external company and has a registered branch office at The Harcourt Building, Harcourt Street, Dublin 2, Ireland.
The Joint Bookrunners and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company, the AIFM, IRES Fund Management, CAPREIT and other CAPREIT Affiliates, for which they would have received customary fees. The Joint Bookrunners and any of their respective affiliates may provide such services to the Company, the AIFM, IRES Fund Management and/or CAPREIT and any of their respective affiliates in the future.
Each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account(s), may, in accordance with applicable legal and regulatory provisions, and subject to the provisions of the Placing and Open Offer Agreement, retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in the New Ordinary Shares and/or related investments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus to the New Ordinary Shares being issued, offered, subscribed for, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Bookrunners and any of their respective affiliates acting as investors for their own account(s). Except as required by applicable law or regulation, the Joint Bookrunners do not intend to make any public disclosure in relation to such transactions. In addition the Joint Bookrunners or their affiliates may enter into financing arrangements with investors, such as share swap arrangements or contracts for difference or lending arrangements where Ordinary Shares are used as collateral, which could result in the Joint Bookrunners acquiring shareholdings in the Company. 
Certain statements contained in this announcement constitute "forward-looking statements" regarding the belief or current expectation of the Company, the Directors, the Management Team and the Senior Management Team about the Company's financial condition, results of operations and business. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or their negative variations or similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Credit Suisse, TD Securities, Barclays nor Investec undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the New Ordinary Shares, for whom an investment in the New Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. Acquiring New Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended), or another appropriately authorised professional adviser if you are in a territory outside Ireland. This announcement does not constitute a recommendation concerning the Issue. The price and value of the New Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Issue or Admission cannot be relied upon as a guide to future performance.
None of IRES Fund Management, Credit Suisse, TD Securities, Barclays and Investec or any of their respective affiliates, their respective directors, officers or employees, or any other person accepts any responsibility or liability whatsoever for the contents of this announcement, or no representation or warranty, express or implied, is made as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or IRES Fund Management their respective affiliates, 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 the announcement or its contents or otherwise arising in connection therewith. Accordingly, IRES Fund Management, Credit Suisse, TD Securities, Barclays and Investec and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims 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. 
The contents of this announcement are not to be construed as personal, legal, business, financial, accounting, property, tax, investment or other specialised or professional advice for which each prospective investor should consult an appropriate advisor. 
This announcement has been issued through the Companies Announcement Service of
the Irish Stock Exchange.

This information is provided by RNS
The company news service from the London Stock Exchange
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