REG - Independent Living - Intention to Float

MacquarieAnnouncement

12/09/2022 08:15

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RNS Number : 0173Z  Independent Living REIT PLC  12 September 2022

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INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE, OR TO ANY PERSON
TO WHOM, TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. 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 is an advertisement for the purposes of the Prospectus
Regulation Rules (as defined below) of the UK Financial Conduct Authority
("FCA") and is not a prospectus. Investors should not subscribe for or
purchase any securities referred to in this announcement except on the basis
of information in a prospectus (the "Prospectus") in its final form which may
be published by the Company in connection with the proposed admission of its
(issued and to be issued) ordinary shares of £0.01 each in the capital of the
Company ("Ordinary Shares") to listing on the premium segment of the Official
List of the FCA and to trading on the premium segment of the London Stock
Exchange's main market for listed securities ("Admission").

A copy of any Prospectus will, following publication, subject to certain
access restrictions, be available for inspection on the Company's
website: www.independentlivingreit.com and will be made available for viewing
at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

12 September 2022

 

Independent Living REIT plc
(LON: LIVE)
Intention to Float

 

Independent Living REIT plc (the "Company") today announces its intention to
launch an initial public offering ("IPO").

The Company is seeking to raise target gross issue proceeds of £150 million
through the issuance of new ordinary shares in the Company by way of a
Placing, Offer for Subscription and Intermediaries Offer, and will apply for
those shares to be admitted to the Official List of the Financial Conduct
Authority and to trade on the premium segment of the London Stock Exchange's
main market. The Company intends to become a Real Estate Investment Trust
("REIT"), once it has completed the acquisition of an initial portfolio of
target assets.

The Company is targeting a dividend of 5 pence per Ordinary Share for the
first and second financial years following Admission, which it will then seek
to grow progressively thereafter. The Company will target an annual total
return of 7 - 10 per cent. over the medium term 1 .

Atrato Partners Limited ("Atrato Partners") is acting as the Investment
Adviser to the Company (the "Investment Adviser"). RBC Europe Limited, trading
as RBC Capital Markets, ("RBC") is acting as Sole Sponsor, Broker and
Bookrunner to the Company. Solid Solutions Associates (UK) Limited ("Solid
Solutions") is acting as Intermediaries Offer Adviser to the Company.

KEY INFORMATION

The Company's investment objective is to address the shortage of high-quality
supported housing, delivering capital growth and inflation-linked income
returns for its investors whilst providing a fair deal for society through
savings for the UK taxpayer, and improved outcomes for residents.

Supported housing provides accommodation, alongside support, supervision or
care, to help people live as independently as possible in the community.

The Company will seek to achieve its investment objective by investing in a
diversified portfolio of fit for purpose supported housing assets which are
let to compliant tenants. The Company intends to focus on the following three
subsectors of supported housing.

 ●    Specialised Supported Housing: accommodation designed for adults with learning
      difficulties, mental health issues or physical disabilities and who require
      specialised services or support to enable them to live independently within
      the community.
 ●    Extra Care: larger blocks of flats, primarily for adults aged 55 and over.
      Extra Care is an alternative to care homes with the care typically provided by
      a specialist third party care provider.
 ●    Homeless Accommodation: accommodation for people who have an immediate and
      unexpected housing need, including victims of domestic abuse and asylum
      seekers. The support required is typically at a lower level.

 

HIGHLIGHTS

 ●    Government backed and inflation-linked income: rents funded by the Department
      for Work and Pensions with annual uncapped inflation linked uplifts.
 ●    Supports structurally under-supplied sector: addresses significant backlog of
      demand by leasing supported housing properties to housing associations through
      a new partnership model which has been designed following discussions with the
      Regulator of Social Housing (the "Regulator").
 ●    Measurable, genuine social impact: third party consultants appointed to
      quantify and report the demonstrable social impact.
 ●    Significant savings for taxpayer: generates material savings for the UK
      taxpayer e.g. reduces long stay NHS hospital patients and provides wider
      societal savings e.g. increased employment and reduced police call outs.
 ●    Extensive pipeline of potential acquisition opportunities: IPO pipeline of
      c.£500m of assets.
 ●    Experienced management team and Board: Board of three independent
      non-executive directors, chaired by Fiona Miller Smith, CEO of Barts Charity.
      The Company is externally managed, with Atrato Partners as investment adviser.
      The team brings an extensive network of relationships with all of the key
      stakeholders in the supported housing sector including housing associations
      and the Regulator

 

SUSTAINABILITY

The Company has devised an impact measurement and management framework (the
"IMM Framework"), informed by external governance and reporting standards,
which enables it to measure and report on its impact. This has been developed
alongside specialist advisers, The Good Economy and SHIFT Environment.

The IMM Framework defines the Company's impact objectives and associated
target outcomes and sets out a measurement framework for each of them.

The Company's impact objectives are as follows:

·    Fair leases with high quality partners;

·    Meet social needs for supported housing;

·    Increase supported housing supply;

·    Fund high-quality sustainable developments; and

·    Deliver affordability and value for money.

 

Outside of the IMM Framework, the Company will be disclosing to investors in
accordance with Article 8 of the EU Sustainable Finance Disclosure Regulation.
The Company will have regard to the recommendations of the Taskforce on
Climate Related Financial Disclosures, intends to become a signatory to the UN
Principles of Responsible Investment and has aligned its target outcomes to
the UN Sustainable Development Goals.

Fiona Miller Smith, Chair of Independent Living REIT plc, commented:

"The number of vulnerable people relying on supported housing is set to
significantly increase over the coming years, whilst the structural
undersupply of appropriate accommodation remains. We aim to address this
rising demand and limited supply by leasing affordable, dedicated housing to
housing associations via a well-governed and compliant model.

We have specifically designed Independent Living REIT plc following extensive
dialogue with the Regulator of Social Housing. Our model delivers a long-term,
financially sustainable approach that benefits local authorities, residents
and investors. By delivering safe housing for vulnerable members of the
community, we will provide a clear and measurable impact to society.

The Company has a very strong management team backed by the successful Atrato
Group platform and I am delighted to represent the Company as Chair."

David Blakeborough, Managing Director, Atrato Partners commented:

"Well-designed and appropriately priced supported housing delivers capital
growth and inflation-linked income returns for investors, savings for the UK
taxpayer, and improved outcomes for residents.

Following our discussions with the Regulator, we are excited to have built a
model that will help address the significant shortage of high-quality
supported housing in the United Kingdom."

It is expected that a prospectus in respect of the Issue (the "Prospectus")
will be published shortly and will subsequently be available to view at the
Company's website (www.independentlivingreit.com). The Company will trade
under the ticker "LIVE".

Terms used in this announcement shall, unless the context otherwise requires,
bear the meanings given to them in the Prospectus.

EXPECTED TIMETABLE

 Publication of the Prospectus                 12 September 2022
 Announcement of results of the Initial Issue  30 September 2022
 Admission and commencement of dealings        4 October 2022

 

This timetable is subject to change at the discretion of the Investment
Adviser and RBC.

 

ENQUIRIES

 Atrato Partners (Investment Adviser)   +44 77 959 75560

 David Blakeborough

 Tom Still

 Christopher Fearon

 RBC Capital Markets                    +44 20 7653 4000

 Elliot Thomas

 Charlie Foster

 Max Avison

 Solid Solutions                        +44 7850 825 701

 Nigel Morris

 Kaso Legg Communications (PR adviser)  LIVE@kl-communications.com (mailto:LIVE@kl-communications.com)

 Stephanie Ross                         +44 20 3995 6699

 Vasu Guigan

 

 

FURTHER INFORMATION

Board of Directors

The Company has an independent Board comprising three independent
non-executive directors as follows:

Fiona Miller Smith, Chair

Fiona is CEO of Barts Charity, a role she has held since 2016. Barts Charity
is a health foundation with a £550m financial investment and commercial
property portfolio. Fiona is responsible for ensuring the charity balances
risk, liquidity and returns in the management of its endowment, in addition to
oversight of the charity's ESG and responsible investment framework, ensuring
alignment between the charity's asset allocation policy and mission. Prior to
this Fiona spent four years as a director at Social Finance, an FCA regulated
social impact advisory firm.

Fiona serves on the board of Baronsmead Venture Trust plc, a London listed
company focused on investment in early stage and growth companies, and John
Lyons Charity, an educational charity with a c.£220m property portfolio.

Fiona started her career at Goldman Sachs in 1992 before becoming an
investment director at Murray Johnstone Private Equity.

Louise Bonham, FCA, Chair of Audit Committee

Louise has considerable experience in UK and EMEA property having worked for
over 20 years in the industry. Louise was a member of the UK & Ireland
Executive Committee of Cushman & Wakefield, where she co-headed EMEA
Property Management. Louise was responsible for leading the audit, financial
controls, operational risk management and governance function.

Louise was previously COO of Advisory and Transaction Services EMEA at CBRE
and prior to that, in the Real Estate team at Deloitte covering Corporate Tax,
Audit and Due Diligence. Louise also worked as a REIT equity analyst at
Deutsche Bank.

Louise qualified as a Chartered Accountant in 2005 and is a fellow of the
Institute of Chartered Accountants of England and Wales.

Sebert Cox OBE

Sebert has over 45 years' experience in housing, policy development and
corporate governance across the public, private and independent sectors.

Sebert has led two housing associations which, through mergers and
acquisitions, evolved to become today's Karbon Homes and Places for People.
Sebert served as Chairman of the Places for People Group and, until recently,
as Chairman for Karbon Homes.

Sebert spent over 11 years in Central Government and was honoured with an OBE
for services to the Home Office. Sebert served as a panel member for the
Commission for Racial Equality and is currently a non-executive director of
the National Housing Federation and of Bagnall Court Limited, a Joint Venture
with Bridges Fund Management to provide key worker housing.

Atrato Group Social Housing Fund Management Team

The key individuals at Atrato Group responsible for executing the Company's
investment strategy are:

David Blakeborough, Fund Manager, Social Housing

David joined the Atrato Group in May 2022 and is the Managing Director of
Atrato's Social Housing strategy.

David has over 12 years' experience in real estate investing. Together with
Tom Still and Michael Carey, he has spent the last three years focused on the
supported housing sector, creating a partnership model with housing
associations which addresses the Regulator of Social Housing's concerns,
transforming private capital funding in the sector. David previously worked at
Henley Investment Management and AEW UK Investment Management. During this
time, David has overseen approximately £700m of transactions across a range
of property sectors.

Tom Still, Assistant Fund Manager, Social Housing

Tom joined the Atrato Group in May 2022 and is a Director for Atrato's Social
Housing strategy.

Tom has 12 years of experience in the real estate sector including five in
supported housing. With David and Michael, he has spent the last three years
focusing on their transformational supported housing model. Tom previously
worked at CBRE IM as senior fund accountant and Henley Investment Management
as assistant fund manager. During Tom's time at Henley he was responsible for
deploying approximately £350m of equity into the supported housing space.

Michael Carey, Head of Investments, Social Housing

Michael joined the Atrato Group in May 2022 and is an Assistant Director for
Atrato's Social Housing strategy.

Michael has 11 years' real estate experience including five years in supported
housing. With David and Tom, he has spent the last three years focusing on
their transformational supported housing model. Michael previously worked at
Henley Investment Management and Artisan Real Estate.

Atrato Group Leadership Team

Ben Green, Principal

Together with Steve Windsor, Ben founded Atrato Group (the "Group") in 2017.
The Group now has approaching £2.5 billion of assets under management and
more than 50 employees.

Ben qualified as a lawyer in 1997 and began his career at Wilde Sapte and
Linklaters LLP. He left law in 2000 and spent his banking career at Barclays,
Lloyds and Goldman Sachs where he was Managing Director, European Head of
Structured Finance.

Steve Windsor, Principal

Steve founded the Group with Ben Green in 2017. Prior to that Steve spent 16
years at Goldman Sachs specialising in 'Finance and Risk Management', where he
was a partner and headed Goldman Sachs' European, Middle East and African Debt
Capital Markets and Risk Management businesses from 2010 until 2016.

Steven Noble, Chief Investment Officer

Steven is the CIO of the Group with responsibility for provision of investment
advisory services to the group's clients. Steven joined the Group in 2017 as
the fund manager for Supermarket Income REIT plc and grew its portfolio from
IPO to c.£2bn.

Steven is a fellow of the Institute of Chartered Accountants in England and
Wales and holds the Chartered Financial Analyst designation. He trained as a
chartered accountant at KPMG, following which he spent nine years at Lloyds
Banking Group in a variety of risk management and origination roles.

Natalie Markham, Chief Financial Officer

Natalie is the Chief Financial Officer for the Group and is responsible for
the management of its finance function, including for Supermarket Income REIT
plc and Atrato Onsite Energy plc. Natalie is chair of the Investment
Committee.

Natalie has over 20 years' experience in real estate finance and accounting.
Prior to joining Atrato, Natalie spent eight years at Macquarie Global
Property Advisors Europe, where she was chief financial officer.  Natalie
qualified as a chartered accountant in 2000 and is a fellow of the Institute
of Chartered Accountants of England and Wales.

Lara Townsend, Chief Operating Officer & Managing Director, Origination

Lara is the COO of the Group and is responsible for overseeing group
operations and corporate development activities. Lara has led on the
development and execution of the firm's processes and procedures as it has
grown rapidly over the last 5 years. Lara also has responsibility for the
establishment and integration of the Group's ESG strategy alongside the CFO
and manages the team's compliance and legal function.

Lara has more than 20 years' experience of infrastructure and asset finance.
Lara joined the Group in 2018 prior to which she was a director within Lloyds
Bank's capital markets division, where she focused on the provision of funding
for real estate and infrastructure projects.

 

IMPORTANT NOTICE

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved as a financial promotion by
RBC Europe Limited, trading as RBC Capital Market, ("RBC") solely for the
purposes of section 21(2)(b) of the Financial Services and Markets Act 2000
("FSMA") (as amended).

This announcement is not intended to be investment advice. This announcement
does not constitute, and may not be construed as, an offer to sell or an
invitation to purchase investments of any description or a recommendation
regarding the issue or the provision of investment advice by any party. No
information set out in this announcement is intended to form the basis of any
contract of sale, investment decision or any decision to purchase shares or
other securities in the Company.

The target returns and dividends set out in this announcement are targets only
and are not profit forecasts. There can be no assurance that these targets can
or will be met and they should not be seen as an indication of the Company's
expected or actual results or returns. The Company's ability to distribute
dividends will be determined by the existence of sufficient distributable
reserves, legislative requirements and available cash reserves.
Accordingly, investors should not place any reliance on these targets in
deciding whether to invest in Ordinary Shares or assume that the Company will
make any distributions at all.

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 information 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.

Recipients of this announcement who are considering acquiring Ordinary Shares
following publication of the Prospectus are reminded that any such acquisition
must be made only on the basis of the information contained in the Prospectus
and any supplementary prospectus (if any) published by the Company prior to
Admission which may be different from the information contained in this
announcement. Copies of the Prospectus will, following publication, be
available on the Company's website which can, subject to certain access
restrictions, be accessed at www.independentlivingreit.com. A subscription for
Ordinary Shares is subject to specific legal or regulatory restrictions in
certain jurisdictions. Persons distributing this announcement must satisfy
themselves that it is lawful to do so. The Company assumes no responsibility
in the event that there is a violation by any person of such restrictions.

The Company may decide not to go ahead with the IPO and there is therefore no
guarantee that a Prospectus will be published, the IPO will proceed 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.
This announcement does not constitute a recommendation concerning a possible
offer. The value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the suitability of a
possible offer for the person concerned.

Any approval in due course of the Prospectus by the Financial Conduct
Authority should not be understood as an endorsement of the securities that
are the subject of the Prospectus. Potential investors are recommended to read
the Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with a decision to
invest in the securities.

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 Company is not and will not be
registered under the U.S. Investment Company Act of 1940, as amended and
investors will not be entitled to the benefit of that Act. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, (the "Securities Act") or the securities
laws of any state in the United States and may not be offered or sold in the
United States, except pursuant to an applicable exemption from, or in a
transaction not subject to, registration under the Securities Act. No public
offering of securities is being made in the United States.

Neither the U.S. Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy of this document. Any representation to the contrary is a criminal
offence in the United States.

This announcement may not be used for the purpose of, and does not constitute,
an offer to sell, or the solicitation of an offer to acquire or subscribe, for
the Company's shares by anyone in any jurisdiction or in any circumstances in
which such offer or solicitation is unlawful or not authorised or would impose
any unfulfilled registration, qualification, publication or approval
requirements on the Company and/or RBC. No public offering of securities has
been or will be made in the United States. Subject to certain exceptions, the
securities referred to herein may not be offered or sold in any member state
of the EEA (other than the Netherlands and the Republic of Ireland),
Australia, Canada, Japan or the Republic of South Africa, or for the account
or benefit of, any national, resident or citizen of any member state of the
EEA (other than the Netherlands and the Republic of Ireland), Australia,
Canada, Japan or the Republic of South Africa. Copies of this announcement are
not being, and should not be, distributed or sent, directly or indirectly,
into or within the United States, the EEA (other than the Netherlands and the
Republic of Ireland), Australia, Canada, Japan or the Republic of South
Africa.

This announcement is only addressed to, and directed at, persons in member
states of the European Economic Area or the United Kingdom who are "qualified
investors" within the meaning of Article 2(e) the UK version of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017
on the prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended by The Prospectus
(Amendment, etc) (EU Exit) Regulations 2019 (the "Prospectus Regulation"). In
addition, this communication is only addressed to, and directed at, persons in
member states of the European Economic Area to the extent it is permitted to
market into the relevant European Economic Area jurisdiction pursuant to the
EU Directive on Alternative Investment Fund Managers (No. 2011/61/EU) (if and
as implemented into local law); or can otherwise be lawfully offered or sold
(including on the basis of an unsolicited request from a professional
investor).

This announcement includes 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", "forecasts", "projects", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. All forward-looking statements
address matters that involve risks and uncertainties and are not guarantees of
future performance. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied
by these forward-looking statements. These factors include, but are not
limited to, changes in general market conditions, legislative or regulatory
changes, changes in taxation regimes, the Company's ability to invest its cash
in suitable investments on a timely basis and the availability and cost of
capital for future investments.

Subject to their respective legal and regulatory obligations (including under
the Prospectus Regulation Rules), the Company, the Investment Adviser and RBC
expressly disclaim any obligations or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required to do so by
law or any appropriate regulatory authority, including FSMA, the listing rules
made by the FCA under section 73A of FSMA (the "Listing Rules"), the rules and
regulations made by the FCA under Part VI of FSMA as amended from time to time
(the "Prospectus Regulation Rules"), the disclosure guidance and transparency
rules made by the FCA under Part VI of FSMA, the Prospectus Regulation and the
UK version of Regulation (EU) No. 596/2014 on market abuse, which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018, as amended.

Neither the content of the Company's website, nor the content on any website
accessible from hyperlinks on its website for any other website, is
incorporated into, or forms part of, this announcement nor, unless previously
published by means of an RIS announcement, should any such content be relied
upon in reaching a decision as to whether or not to acquire, continue to hold,
or dispose of, securities in the Company.

RBC is authorised and regulated in the United Kingdom by the FCA. RBC is
acting exclusively for the Company and no one else in connection with the
subject matter of this announcement. RBC will not regard any other person as
its client in relation to the subject matter of this announcement 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 contents
of this announcement or any transaction, arrangement or other matter referred
to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed
on RBC by FSMA, or the regulatory regime established thereunder, or under the
regulatory regime of any other jurisdiction where exclusion of liability under
the relevant regime would be illegal, void or unenforceable, none of the
Company, the Investment Adviser, RBC or any of their respective affiliates,
accepts 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 or the
Investment Adviser, 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. The Company, the Investment Adviser and RBC, and their
respective affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise have in
respect of this announcement or its contents or otherwise arising in
connection therewith.

 

 

 

 1  Calculated on the IPO price of £1.00 per Ordinary Share. The dividend and
NAV Total Return targets stated are targets only and not a profit forecast.
There can be no assurance that these targets will be met and they should not
be taken as an indication of the Company's expected future results.
Accordingly, potential investors should not place any reliance on these
targets in deciding whether or not to invest in the Company and should decide
for themselves whether or not the target dividend and target NAV Total Return
are reasonable or achievable.

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