REG - Regional REIT Ltd - Publication of Prospectus

Regional REITAnnouncement

27/06/2024 11:00

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RNS Number : 1715U  Regional REIT Limited  27 June 2024

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR MEDIA TO US PERSONS OR IN OR INTO, OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, ANY EEA STATE OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

The material in this announcement is for informational purposes only and does
not constitute an offer of securities for sale or a solicitation of any offer
to buy or subscribe for securities in Australia, Canada, Japan, New Zealand,
the Republic of South Africa, any EEA State or any other jurisdiction in which
such an offer or solicitation is unlawful. This announcement is not an offer
of or solicitation to purchase or subscribe for securities in the United
States.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the UK Financial Authority ("FCA") and does not constitute
a prospectus. Investors should not make any investment decision in relation to
shares in the Company except on the basis of information in the prospectus
which is expected to be published by Regional REIT Limited (the "Prospectus")
in final form later today.

Terms not otherwise defined in this announcement have the meanings given to
them in the Prospectus.

  27 June 2024

REGIONAL REIT LIMITED

("Regional REIT" or the "Company", together with its subsidiaries the "Group")

Publication of Prospectus

Further to the announcement made earlier today in connection with the Capital
Raising, Share Consolidation and the Rule 9 Waiver, Regional REIT is pleased
to announce that the Prospectus has now been approved by the FCA.

A copy of the Prospectus will be submitted to the National Storage Mechanism
and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
and on the Company's website at www.regionalreit.com. Hard copies of the
Prospectus will also be available from the offices of Macfarlanes LLP at 20
Cursitor Street, London EC4A 1LT.

 

Enquiries:

 

 Regional REIT Limited
 Press enquiries through Buchanan

 ESR Europe Private Markets Limited                       Tel: +44 (0) 203 831 9776
 Investment Adviser to the Group
 Adam Dickinson, Investor Relations

 London & Scottish Property Investment Management         Tel: +44 (0) 141 248 4155
 Asset Manager to the Group
 Stephen Inglis
 Panmure Gordon (UK) Limited                              Tel: +44 (0) 20 7886 2500
 Joint Sponsor, Joint Financial Adviser and Joint Broker
 David Watkins, Amrit Mahbubani, Ailsa Macmaster
 Peel Hunt LLP                                            Tel: +44 (0) 20 7418 8900
 Joint Sponsor, Joint Financial Adviser and Joint Broker
 Capel Irwin, Henry Nicholls, Carl Gough
 Buchanan Communications                                  Tel: +44 (0) 20 7466 5000
 Financial PR
 Charles Ryland, Henry Wilson, George Beale

 

IMPORTANT NOTICES

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.

This announcement is an advertisement and not a prospectus and investors
should not subscribe for or purchase any shares referred to in this
announcement except on the basis of information to be contained in the
Prospectus, when published.

The material in this announcement is for informational purposes only and does
not constitute an offer of securities for sale or a solicitation of any offer
to buy or subscribe for securities in Australia, Canada, Japan, New Zealand,
the Republic of South Africa, any EEA State or any other jurisdiction in which
such an offer or solicitation is unlawful.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered or sold
within the United States except pursuant to an applicable exemption from
registration. No public offering of securities is being made in the United
States.

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

Any purchase of Ordinary Shares in the proposed Capital Raising should be made
solely on the basis of the information to be contained in the final Prospectus
to be issued by the Company in connection with the Capital Raising, Rule 9
Waiver, Share Consolidation and Admission, which is expected to take place
later today. 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 until the definitive Prospectus is published. In particular, the
proposals referred to herein are tentative and are subject to verification,
material updating, revision and amendment.

The timetable for the Capital Raising, including the date of Admission, and
Share Consolidation, including the date of Admission of the Consolidated
Shares, may be influenced by a range of circumstances such as market
conditions. There is no guarantee that the Capital Raising, Admission, the
Share Consolidation and Admission of the Consolidated Shares will occur and
you should not base your financial decisions on the Company's intentions in
relation to the Capital Raising, Admission, the Share Consolidation and
Admission of the Consolidated Shares at this stage. Acquiring Ordinary Shares
to which this announcement relates may expose an investor to a significant
risk of losing all of the amount invested. Persons considering making such an
investment should consult an authorised person specialising in advising on
such investments. This announcement does not constitute a recommendation
concerning the Capital Raising. The value of Ordinary Shares can decrease as
well as increase. Potential investors should consult a professional adviser as
to the suitability of the Capital Raising for the person concerned. Past
performance or information in this announcement or any of the documents
relating to the Capital Raising cannot be relied upon as a guide to future
performance.

Peel Hunt LLP ("Peel Hunt") and Panmure Gordon (UK) Limited ("Panmure Gordon")
(together the "Banks"), are authorised and regulated in the United Kingdom by
the FCA, are acting as joint sponsor, joint financial adviser and joint broker
in relation to the Capital Raising and Admission exclusively for the Company
and no one else in connection with the matters referred to in this
announcement, and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective clients, for the
contents of this announcement or for providing any advice in relation to this
announcement. Neither of the Banks nor any of their affiliates (nor any of
their respective directors, officers, employees or agents), owes or accepts
any duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of the Banks in connection with this announcement, any statement
contained herein or otherwise.

Apart from the responsibilities and liabilities, if any, which may be imposed
by the FCA, FSMA or the regulatory regime established thereunder, neither of
the Banks, nor any person affiliated with them, accepts any responsibility
whatsoever and makes no representation or warranty, express or implied, in
respect of the contents of this announcement, including its accuracy or
completeness, or for any other statement made or purported to be made by any
of them, or on behalf of them, in connection with the Company or any matter
described in this announcement and nothing in this announcement is or shall be
relied upon as a promise or representation in this respect, whether as to the
past or future. Neither of the Banks have approved the contents of, or any
part of, this announcement and no liability whatsoever is accepted by the
Banks for the accuracy of any information or opinions contained in this
announcement and, accordingly, each of the Banks and their respective
affiliates disclaims, to the fullest extent permitted by law, all and any
liability whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have to any person, other than the
Company, in respect of this announcement or any such statement.

None of the Company, the Investment Adviser, the Asset Manager nor any of
their respective affiliates or agents 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,
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 the Asset Manager 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.

No statement in this announcement or incorporated by reference into this
announcement is intended as a profit forecast or profit estimate for any
period and no statement in this announcement or incorporated by reference into
this announcement should be interpreted to mean that the earnings or earnings
per share of the Company will necessarily be greater or lesser than those for
the relevant preceding financial periods for the Company.

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", "projected", "estimates", "forecasts", "plans", "potential",
"prepares", "anticipates", "expects", "intends", "may", "will", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward looking statements include all matters about future
events and developments and with respect to future financial results as well
as other statements that do not relate to historical facts and events. They
appear in a number of places throughout this announcement and include
statements regarding the intentions, beliefs or current expectations of the
Group and the Directors concerning, amongst other things, financing
strategies, results of operations, financial condition, prospects and dividend
policy of the Group and the markets in which it operates.

By their nature, forward looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future.

Forward looking statements are not guarantees of future performance and no
assurance can be or is given that such future results will be achieved. The
Group's actual results of operations, financial condition, dividend policy and
the development of its financing strategies may differ materially from the
impression created by the forward looking statements contained in this
announcement or the Prospectus. Prospective investors must determine for
themselves what reliance (if any) they should place on such statements, views,
projections or forecasts and no responsibility or liability is accepted by the
Company, the Asset Manager, the Investment Adviser, the AIFM or any of their
respective officers, directors, employees or affiliates in respect thereof. In
addition, even if the results of operations, financial condition and dividend
policy of the Group, and the development of its financing strategies, are
consistent with the forward looking statements contained in this announcement
or the Prospectus, those results or developments may not be indicative of
results or developments in subsequent periods. Important factors that could
cause these differences include, but are not limited to, those factors set out
in PART 1 of the Prospectus.

Prospective investors are advised to read the Prospectus in its entirety for a
further discussion of the factors that could affect the Group's future
performance (including, without limitation, the "risk factors" described in
PART 1 of the Prospectus). In light of these risks, uncertainties and
assumptions, the events described in the forward looking statements in this
announcement may not occur.

Consequently, neither the Company nor the Directors can give any assurances
regarding the accuracy of the opinions set out in this announcement or the
Prospectus or the actual occurrence of any predicted developments.

Subject to their legal and regulatory obligations (including under the Listing
Rules, the UK Prospectus Regulation, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules and UK MAR), the Company and each
of the Banks expressly disclaims any obligations to update or revise any
forward looking statement contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based. All subsequent forward looking
statements that can be attributed either to the Company or to individuals
acting on its behalf (including the Directors) are expressly qualified in
their entirety by this paragraph.

No statement in this Announcement is intended as a profit forecast or estimate
for any period.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within 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 New Ordinary Shares
have been subject to a product approval process, which has determined that
such securities 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 the FCA's Product Intervention and
Governance Sourcebook ("PROD"); and (ii) eligible for distribution through all
distribution channels as are permitted by PROD for each type of investor (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 market price of the New Ordinary Shares may decline and
investors could lose all or part of their investment; the New Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
New Ordinary 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 Capital Raising.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of the UK
MiFID Laws; 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 New Ordinary Shares. Each distributor is responsible for undertaking its
own target market assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.

 

This Announcement has not been approved by the Financial Conduct Authority or
the London Stock Exchange.

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