REG - Lok'nStore Group - Oversubscribed Placing & REX Retail Offer

Lok'n StoreAnnouncement

07/07/2023 07:00

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RNS Number : 2694F  Lok'nStore Group PLC  07 July 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR THE REPUBLIC OF
SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION
OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

7 July 2023

 

Lok'nStore Group plc

("Lok'nStore" or "the Group" or "the Company")

Result of Oversubscribed Placing, REX Retail Offer & Total Voting Rights

 

Lok'nStore Group plc (AIM:LOK), a leading company in the UK self-storage
market, is pleased to announce that further to the announcement made yesterday
regarding the proposed Fundraising, consisting of a Placing and REX Retail
Offer, the Company has raised total gross proceeds of approximately £20.5
million through the issue of 2,679,739 new Ordinary Shares (the "Fundraising
Shares"), at a price of 765 pence per Ordinary Share. The Fundraising Shares
represent approximately 8.9% of the Company's current issued share capital.

 

Andrew Jacobs, Chair of Lok'nStore said:

 

"I would like to thank existing shareholders for their support and welcome new
shareholders to the Company.  This funding will support the growth of the
company in the structurally under-supplied UK self-storage market.  Our
pipeline will, when fully operational, add 37.7% to available space, which, as
those new stores fill up, will generate more cash flow for future growth
investment and increased distributions to shareholders."

 

Total Voting Rights

 

Application will be made to the London Stock Exchange for 2,679,739 new
Ordinary Shares to be admitted to trading on AIM ("Admission") and it is
expected that Admission will become effective and trading will commence at
8.00 a.m. on 12 July 2023.

 

Following Admission, the Company's issued share capital will consist of
32,764,458 Ordinary Shares. There are no shares held in treasury and thus the
total number of voting rights in the Company is 32,764,458 (the "Figure"). The
Figure may be used by shareholders as the denominator for the calculation by
which they may determine if they are required to notify their interest in, or
change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as defined in the Company's announcement released
today under RNS number 2523F unless the context requires otherwise.

 

 Enquiries:

 Lok'nStore                                                                       01252 521 010

 Andrew Jacobs, Chair

 Ray Davies, Finance Director

 finnCap Ltd - Nomad and Joint Bookrunner                                         020 7220 0500

 Julian Blunt/Seamus Fricker/Fergus Sullivan/Sunila de Silva, Corporate Finance

 Alice Lane, Corporate Broking

 Peel Hunt LLP - Joint Bookrunner                                                 020 7418 8900

 Capel Irwin/Carl Gough/Henry Nicholls, Investment Banking

 Sohail Akbar, Equity Syndicate

 Camarco - Financial PR                                                           020 3757 4991

 Billy Clegg/Tom Huddart/Letaba Rimell

 

 

IMPORTANT NOTICES AND DISCLAIMER

This Announcement has been issued by and is the sole responsibility of the
Company.

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement does
not constitute an offer to sell or the solicitation of an offer to buy any of
the Company's securities nor shall there be any sale of any of the Company's
securities in any jurisdiction, including but not limited to the United
States, in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No public offering of securities is being made in the United
States. Neither the Ordinary Shares nor the Fundraising Shares have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), or any state securities laws and, unless so registered, 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 and applicable state securities laws.

The Fundraising Shares were offered and sold only to qualified institutional
buyers in reliance on Rule 144A under the Securities Act and non-U.S. persons
in transactions outside the United States in reliance on Regulation S under
the Securities Act.  No prospectus will be made available in connection with
the matters contained in this Announcement and no such prospectus is required
(in accordance with the EU Prospectus Regulation and/or the UK Prospectus
Regulation (each as defined below)) to be published.

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 investment and who are: (a) if
in a member state of the European Economic Area, "qualified investors" as
defined in Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") ("EU Qualified Investors"); (b) if in the United Kingdom,
"qualified investors" as defined in Article 2(e) of the EU Prospectus
Regulation which forms part of retained EU law in the United Kingdom by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation")
and who (i) fall within article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii)
fall within article 49(2)(a) to (d) of the Order and are "qualified investors"
as defined in section 86 of the Financial Services and Markets Act 2000 (as
amended) (the "FSMA"); (c) persons in Canada that are (i) "accredited
investors" within the meaning of section 1.1 of National Instrument 45-106 -
Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities
Act (Ontario), as applicable, and that are either purchasing the Ordinary
Shares as principal for their own account, or are deemed to be purchasing the
Ordinary Shares as principal for their own account in accordance with
applicable Canadian securities laws, for investment only and not with a view
to resale or redistribution; (ii) not created or used solely to purchase or
hold the Ordinary Shares as an accredited investor under NI 45-106; and (iii)
"permitted clients" within the meaning of National Instrument 31-103 -
Registration Requirements, Exemptions And Ongoing Registrant Obligations and
(d) otherwise, to persons to whom it may otherwise be lawful to communicate it
(all such persons together being referenced to as "relevant persons"). Any
investment in connection with the Placing will only be available to, and will
only be engaged with, relevant persons. Any person who is not a relevant
person should not act or rely on this Announcement or any of its contents.

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of FSMA by, a person authorised under FSMA. This
Announcement is being distributed and communicated to persons in the UK only
in circumstances in which section 21(1) of FSMA does not apply.

finnCap, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting as nominated adviser, joint broker and joint
bookrunner to the Company in connection with the Placing and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of finnCap nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on finnCap by FSMA or by the regulatory regime established
under it, and except in the event of their committing fraud, neither finnCap
nor any of its respective affiliates accepts any responsibility whatsoever for
the accuracy, completeness or sufficiency of the information contained in this
Announcement or for any other statement made or purported to be made by or on
behalf of finnCap or any of its respective affiliates in connection with the
Company, the Ordinary Shares or the Placing. finnCap and each of its
respective affiliates accordingly disclaim all and any liability, whether
arising in tort, contract or otherwise (save as referred to above) in respect
of any statements or other information contained in this Announcement.

Peel Hunt LLP, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting as joint broker and joint
bookrunner to the Company in connection with the Placing and no one else and
will not be responsible to anyone other than the Company for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
relation to the Placing and/or any other matter referred to in this
Announcement.

The distribution of this Announcement and the offering of the Ordinary Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, finnCap or Peel Hunt that would permit an offering of such shares
or possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company, finnCap and Peel Hunt to inform themselves
about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements
with respect to certain of the Company's current expectations and projections
about future events. These statements, which sometimes use words such as
"aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and
words of similar meaning, reflect the directors' beliefs and expectations and
involve a number of risks, uncertainties and assumptions that could cause
actual results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking statement.
Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. The information contained in this Announcement is
subject to change without notice and, except as required by applicable law or
regulation, neither the Company nor finnCap nor Peel Hunt, nor their
respective affiliates assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements, which speak
only as of the date of this Announcement.

No statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the current
or future financial years will necessarily match or exceed the historical or
published earnings of the Company. The price of shares and the income from
them may go down as well as up and investors may not get back the full amount
invested on disposal of the shares.

The new Ordinary Shares to be issued pursuant to the Placing will not be
admitted to trading on any stock exchange other than the AIM market of the
London Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Any investment decision to buy
Ordinary Shares in the Placing must be made solely on the basis of publicly
available information. Each investor or prospective investor should conduct
his, her or its own investigation, analysis and evaluation of the business and
data described in this Announcement. The price and value of securities can go
down as well as up. Past performance is not a guide to future performance. The
contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his, her or its own legal adviser, business adviser, financial adviser or tax
adviser for legal, financial, business or tax advice.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in
financial instruments, as amended ("UKMiFID II"); and (b) the UK's
implementation of Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product
Intervention and Product Governance Sourcebook of the FCA (together, the
"MiFID II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that such
Placing 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 UK MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in the MiFID
II Product Governance Requirements) should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing 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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market Assessment,
finnCap and Peel Hunt will only procure investors (pursuant to the Placing)
who meet the criteria of professional clients and eligible counterparties. For
the avoidance of doubt, the Target Market Assessment does not constitute: (a)
an assessment of suitability or appropriateness for the purposes of UK MiFID
II; or (b) a recommendation to any investor or group of investors to invest
in, or purchase, or take any other action whatsoever with respect to the
Placing Shares. Each distributor is responsible for undertaking its own target
market assessment in respect of the Placing Shares and determining appropriate
distribution channels. Persons (including, without limitation, nominees and
trustees) who have a contractual right or other legal obligations to forward a
copy of this Announcement should seek appropriate advice before taking any
action.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.

 

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