REG - Pristine Capital PLC - Proposed acquisition and suspension of trading

Pristine CapitalAnnouncement

27/06/2025 07:45

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RNS Number : 7272O  Pristine Capital PLC  27 June 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION
11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

 

Pristine Capital Plc / EPIC: PRIS / Market: LSE

 

27 June 2025

 

PRISTINE CAPITAL PLC

("Pristine Capital" or the "Company")

 

Proposed acquisition and suspension of trading

 

Pristine Capital Plc, the Main Market cash shell focusing on the real estate
sector, announces that it has signed non-binding heads of terms for the
proposed acquisition of a regional property portfolio in the United Kingdom
(the "Property Portfolio") for c. £20 million (the "Proposed Acquisition").
The Proposed Acquisition will be structured via the acquisition of three
private companies which own the Property Portfolio assets from a privately
held offshore group.

 

The Property Portfolio, which comprises three office properties that are all
located more than 125 miles from London, is income generating and let to high
quality tenants, which the directors believe would support a dividend yield
for the Company's shareholders of no less than 8%. The Proposed Acquisition is
expected to be financed through a mixture of equity and debt secured on the
Property Portfolio and a term sheet for a three-year Credit Committee approved
debt facility has been signed, subject to valuation, legal formalities and
completion of the Proposed Acquisition.

 

The Proposed Acquisition is conditional, inter alia, on entering into a
binding acquisition agreement with the vendor and will be accompanied by a
fundraise via an issue of new ordinary shares by the Company (the "Fundraise")
to pay the cash consideration for the Proposed Acquisition and the associated
fees and finance the ongoing activities of the Company, as enlarged by the
Proposed Acquisition.

 

Due to the anticipated market capitalisation of the Company, as enlarged by
the Proposed Acquisition, it is intended that the Company will cancel the
listing of its shares on the Main Market of the London Stock Exchange and seek
admission of its shares to trading on AIM.

 

Temporary suspension of listing

 

The Proposed Acquisition is classified as an "initial transaction" under
Section 13.4 of the UK Listing Rules. Therefore, in accordance with UKLR
21.1.4 and 21.3, the Company has requested the suspension of its ordinary
shares from trading on the Main Market of the London Stock Exchange with
effect from 7.30 a.m. today, until such time that the Company's shares have
commenced trading on AIM following the completion of the Transaction.

 

The parties intend to proceed as quickly as possible with the Proposed
Acquisition, however, there can be no certainty that the Proposed Acquisition
or any associated fundraising will be successfully completed. If the Proposed
Acquisition does not complete for any reason, it is expected that the
suspension of the Company's listing will be lifted, subject to FCA approval,
and trading in the Company's shares will recommence.

 

The Company will make further announcements in due course, as appropriate.

 

 For further information please visit www.pristinecapitalplc.com
(http://www.pristinecapital.co.uk) or contact:

 

 Pristine Capital plc                                                     Tel: +44 (0) 20 3988 0227

 Neil Sinclair, Executive Chairman

 Allenby Capital Limited (Broker)                                         Tel: +44 (0)20 3328 5656

 Nick Naylor/James Reeve/Lauren Wright (Corporate Finance)

 Guy McDougall (Sales & Corporate Broking)

 (https://www.brandonhillcapital.com/) RMS Partners (Investor Relations)  Tel: +44 (0) 20 3735 6551

 Simon Courtenay

 

 

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