REG - Regional REIT Ltd - Result of EGM

Regional REITAnnouncement

18/07/2024 14:30

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RNS Number : 9843W  Regional REIT Limited  18 July 2024

This announcement contains certain 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.

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.

 18 July 2024

REGIONAL REIT LIMITED

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

Result of Capital Raising, Share Consolidation and Extraordinary General
Meeting

Further to the Company's announcement on 27 June 2024, Regional REIT is
pleased to announce that shareholder approval of the Capital Raising and Share
Consolidation was obtained at today's Extraordinary General Meeting.

The Company has therefore raised approximately £110.5 million of gross
proceeds, in aggregate, by way of a fully underwritten Placing, Overseas
Placing and Open Offer of 1,105,149,821 New Ordinary Shares.

The Capital Raising was fully underwritten by Bridgemere Investments Limited
("Bridgemere"), which is part of the Bridgemere group of companies established
by Steve Morgan CBE.

The Capital Raising will allow the Company to repay the Retail Bond and
deleverage the balance sheet reducing LTV from 56.8 per cent. (based on the
valuations as at 21 June 2024 as set out in the Valuation Report) to 40.6 per
cent.

Following completion of the Capital Raising, the Ordinary Shares will be
consolidated at the Consolidation Ratio of one Consolidated Share for every 10
Ordinary Shares.

Stephen Inglis, Chief Executive Officer of London & Scottish Property
Investment Management Limited, the Asset Manager, commented:

"We are delighted to announce the successful completion of the Capital Raising
and thank our existing shareholders for their support and welcome Bridgemere
as a new shareholder. This successful capital raising means we can not only
repay the £50m Retail Bond, but it significantly strengthens Regional REIT's
financial position, reducing indebtedness whilst providing the Company with
greater financial flexibility to fund capital expenditure on assets to
maximise value and income for shareholders over the long term."

Steve Morgan CBE, Founder of Bridgemere Investments Limited, commented:

"Bridgemere is very pleased to have supported Regional REIT in its capital
raising and to be a new significant shareholder of the Company. We look
forward to working with the Asset Manager as Regional REIT looks to return to
growth."

At the Extraordinary General Meeting held at 10:00 a.m. today, all Resolutions
as set out in the Notice of Extraordinary General Meeting dated 27 June 2024
were duly passed. A summary of the voting results is set out at the end of
this announcement.

The Open Offer closed for acceptances at 11:00 a.m. on 17 July 2024 and the
Overseas Placing closed to commitments at 5:00 p.m. on 16 July 2024. The
Company has received valid acceptances from Qualifying Shareholders under the
Open Offer for 802,079,413 New Ordinary Shares, representing approximately
72.6% of the New Ordinary Shares. The remaining 303,070,408 New Ordinary
Shares, representing approximately 27.4% of the New Ordinary Shares, will be
allocated to Bridgemere with whom New Ordinary Shares had been conditionally
placed under the Placing.

The breakdown of New Ordinary Shares to be issued under the Capital Raising is
as follows:

·    802,079,413 New Ordinary Shares taken up under the Open Offer,
raising gross proceeds of £80.2 million; and

·    303,070,408 New Ordinary Shares taken up under the Placing, raising
gross proceeds of £30.3 million.

Applications under the Open Offer will all be met in full. No valid
subscriptions were made under the Overseas Placing.

Following Admission, Bridgemere will hold in aggregate 303,070,408 shares
representing 18.7 per cent. of the Enlarged Issued Share Capital.

Details of the votes received from shareholders on each resolution proposed at
the Extraordinary General Meeting were as follows:

 Resolution  For                  Against           Withheld
             Number       %       Number     %      Number
 1           101,619,319  93.99%  6,503,364  6.01%  329,349
 2           102,217,189  94.56%  5,881,994  5.44%  352,849
 3           105,514,281  97.68%  2,509,785  2.32%  427,966

 

The results will shortly be available on the Company's website at
www.regionalreit.com. In accordance with Listing Rule 9.6.2, copies of the
Resolutions passed at the Extraordinary General Meeting will be submitted to
the National Storage Mechanism and will shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Terms not otherwise defined in this announcement have the meanings given to
them in the prospectus published by Regional REIT Limited on 27 June 2024 (the
"Prospectus").

The Capital Raising remains conditional upon the Subscription Agreement
becoming unconditional in all respects and Admission occurring. Application
has been made for the admission of 1,105,149,821 New Ordinary Shares to the
Official List of the UK Financial Conduct Authority (the "FCA") and to trading
on the premium segment of the London Stock Exchange's main market for listed
securities. It is expected that Admission and commencement of dealings in the
New Ordinary Shares will become effective at 8.00 a.m. on 19 July 2024.

The New Ordinary Shares when issued will rank, from Admission, pari passu in
all respects with the Existing Ordinary Shares and will have the right to
receive all dividends and distributions declared in respect of issued Ordinary
Share capital of the Company after Admission.

New Ordinary Shares in uncertificated form are expected to be credited to
CREST accounts by 19 July 2024.

Total Voting Rights

The total issued share capital of Regional REIT following Admission will be
1,620,886,404 Ordinary Shares and the total number of voting rights of the
Company will be 1,620,886,404 and this figure may be used by Shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest in, the
share capital of the Company under the FCA's Disclosure Guidance and
Transparency Rules.

Share Consolidation

Further to the shareholder approval granted at the Extraordinary General
Meeting in respect of the Share Consolidation and the announcement on 27 June
2024, following Admission of the New Ordinary Shares it is proposed that the
Ordinary Shares are consolidated at the Consolidation Ratio of one
Consolidated Share for every 10 Ordinary Shares.

All Shareholders on the Register as at 6.00 p.m. (UK time) on 26 July 2024
will be consolidated at the Consolidation Ratio into Consolidated Shares. As a
result of the Share Consolidation, any shareholding of Ordinary Shares that is
not exactly divisible by 10 will be rounded down to the nearest whole number
of Consolidated Shares. Any fractional entitlements to Consolidated Shares
will be disregarded and will not be aggregated. Accordingly, no Consolidated
Shares will result from such fractional entitlements. Any Shareholder holding
fewer than 10 Ordinary Shares on the Share Consolidation Record Date will
therefore not be entitled to any Consolidated Shares following the Share
Consolidation and will no longer be a member of the Company as a result. An
application will be made for all of the Consolidated Shares to be admitted to
trading on the London Stock Exchange's Main Market for listed securities in
place of the Ordinary Shares in issue immediately prior to the Share
Consolidation. It is expected that Admission of the Consolidated Shares will
become effective and dealings in the Consolidated Shares will commence at 8:00
a.m. (U.K. time) on 29 July 2024.

Consolidated Shares in uncertificated form are expected to be credited to
CREST accounts by 29 July 2024 and share certificates for the Consolidated
Shares in certificated form are expected to be dispatched by post in the week
commencing 5 August 2024.

The Consolidated Shares will trade under the ISIN: GG00BSY2LD72 and SEDOL:
BSY2LD7.

Following Admission of the Consolidated Shares, the share capital of the
Company will be comprised of approximately 162,088,640 Consolidated Shares of
which no shares are held in treasury. Therefore, the total number of voting
rights in the Company will be approximately 162,088,640.

 

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 Liberum                                          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

 

LEI Number: 549300D8G4NKlRIKBX73

 

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