REG - Residential Secure - Result of Issue

Residential Secure IncomeAnnouncement

03/02/2022 08:05

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RNS Number : 5343A  Residential Secure Income PLC  03 February 2022

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, THE REPUBLIC
OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("MEMBER
STATE") OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE
IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER OF SECURITIES IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

 

3 February 2022

RESIDENTIAL SECURE INCOME PLC

Result of Issue

Further to the announcement on 2 February 2022, the Board of Directors (the
"Board") of Residential Secure Income plc (ticker: RESI) (the "Company" or
"ReSI"), which invests in independent retirement living and shared ownership
to deliver secure, inflation-linked returns, is pleased to announce the
results of the placing of new  ordinary shares of £0.01 each in the capital
of the Company ("New Ordinary Shares") (the "Placing") and the retail offer of
New Ordinary Shares via the PrimaryBid platform (the "Retail Offer", together
with the Placing, the "Issue").

 

A total of 13,824,884 New Ordinary Shares will be issued pursuant to the
Issue, raising gross proceeds of £15 million.  13,087,870 New Ordinary
Shares will be issued pursuant to the Placing and 737,014  New Ordinary
Shares will be issued pursuant to the Retail Offer.

 

Ben Fry, Head of Housing at Gresham House, said:

 

"We are very pleased with the support of investors for the Issue, the proceeds
of which will, together with existing capital resources and our ultra-long
term debt facility, allow us to fully finance the £39 million of accretive
shared ownership transactions which are currently in legals."

Application for Admission

Application has been made to the Financial Conduct Authority (the "FCA") for
the New Ordinary Shares to be admitted to the premium listing segment of the
Official List of the FCA and to the London Stock Exchange plc (the "London
Stock Exchange") for the New Ordinary Shares to be admitted to trading on its
main market for listed securities ("Admission"). It is expected that Admission
will become effective on 7 February 2022 and that dealings in the New Ordinary
Shares will commence at 8.00 a.m. on the same day.

Total Voting Rights

On Admission, the Company's issued share capital will consist of 185,056,620
Ordinary Shares with voting rights. This figure may be used by Shareholders in
determining the denominator for the calculation by which they will establish
if they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and Transparency
Rules.

The New Ordinary Shares will rank pari passu in all respects with the existing
Ordinary Shares and each other, and will rank in full for all dividends made,
paid or declared in respect of the Ordinary Shares by reference to a record
date after their issue, including the next quarterly dividend for the quarter
ending 31 March 2022 which is expected to be declared in May 2022. For the
avoidance of doubt, the New Ordinary Shares will not be entitled to the
dividend declared on 27 January 2022 in relation to the quarter ended 31
December 2021.

 

The Placing was conducted through an accelerated bookbuild by Jefferies
International Limited ("Jefferies").

 

The Placing is conditional, among other things, upon Admission becoming
effective and the placing agreement dated 2 February 2022 between the Company,
the Fund Manager and Jefferies (the "Placing Agreement" not being terminated
in accordance with its terms.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

 ReSI Capital Management Limited / Gresham House Housing

 Ben Fry                                                  +44 (0) 20 7382 0900

 Alex Pilato

 Jefferies International Limited

 Stuart Klein                                             +44 (0) 20 7029 8000

 Tom Yeadon

 KL Communications                                        gh@kl-communications.com (mailto:gh@kl-communications.com)

 Charles Gorman                                           +44 (0) 20 3995 6673

 Will Sanderson

 Millie Steyn

 

NOTES

Residential Secure Income plc (LSE: RESI) is a real estate investment trust
(REIT) focused on delivering secure, inflation-linked returns with a focus on
two resident sub-sectors in UK residential - independent retirement rentals
and shared ownership - underpinned by an ageing demographic and untapped and
strong demand for affordable home ownership.

ReSI targets a secure, long-dated, inflation-linked dividend of 5.16 pence per
share p.a.(1) (paid quarterly) and a total return in excess of 8.0% per annum.
Including recently committed acquisitions, ReSI's portfolio comprises 3,050
properties, with an (unaudited) IFRS fair value as at 31 December 2021 of
£351m (2).

ReSI's purpose is to deliver affordable, high quality, safe homes with great
customer service and long-term stability of tenure for residents. We achieve
this through meeting demand from housing developers, housing associations,
local authorities and private developers for long-term investment partners to
accelerate the development of socially and economically beneficial affordable
housing.

 

ReSI's subsidiary, ReSI Housing Limited, is registered as a for-profit
Registered Provider of social housing, and so provides a unique proposition to
its housing developer partners, being a long-term private sector landlord
within the social housing regulatory environment. As a Registered Provider,
ReSI Housing can acquire affordable housing subject to s106 planning
restrictions and housing funded by government grant.

 

Acquisitions by ReSI are limited to homes with sufficient cashflows,
counterparty credit quality and property security to be capable of supporting
long‑term investment grade equivalent debt. ReSI does not manage or operate
stock and uses experienced and credit-worthy managers.

 

ReSI is managed by ReSI Capital Management Limited, whose immediate parent
company, TradeRisks Limited, has been active within the social housing sector
for over 20 years as a funding arranger and advisor and, over the last four
years, as an investor through ReSI.

 

ReSI Capital Management and its parent, TradeRisks, were acquired by Gresham
House in March 2020, further increasing the investment expertise available to
ReSI. The housing investment team at Gresham House has 21 members with an
average of 17 years relevant experience, covering fund management, housing
investment, social housing management and financial and risk expertise.

 

Gresham House plc is a London Stock Exchange quoted specialist alternative
asset manager committed to operating responsibly and sustainably, taking the
long view in delivering sustainable investment solutions.

 

Further information on ReSI is available at www.resi-reit.com
(http://www.resi-reit.com/) , and further information on Gresham House is
available at www.greshamhouse.com (http://www.greshamhouse.com) . However,
please note neither the content of ReSI's website or Gresham House's (or any
other website) nor the content of any website accessible from hyperlinks on
ReSI's website, Gresham House's website (or any other website) is incorporated
into, or forms part of, this Announcement.

 

 1  The dividend target and total return target are targets only and are not
profit forecasts. There can be no assurance that either target will be met and
they should not be taken as an indication of the Company's future results.

(2) Excluding the finance lease gross up and including £7m of committed
acquisitions.

 

The Company's LEI is: 213800D24WA531LAR763

 

IMPORTANT NOTICES

 

This announcement and the information contained herein is not for release,
publication or distribution, directly or indirectly, in whole or in part, in
or into or from the United States (including its territories and possessions,
any state of the United States and the District of Columbia (the "United
States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of
South Africa, any Member State or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction.

 

The New Ordinary Shares have not been and will not be registered under the US
Securities Act of 1933, as amended (the "US Securities Act") or under the
applicable state securities laws of the United States and may not be offered
or sold directly or indirectly in or into the United States or to or for the
account or benefit of any US person (within the meaning of Regulation S under
the US Securities Act) (a "US Person"). No public offering of the New
Ordinary Shares is being made in the United States. The New Ordinary Shares
are being offered and sold outside the United States in "offshore
transactions", as defined in, and in compliance with, Regulation S under the
US Securities Act.

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to buy or subscribe for New Ordinary Shares in any
jurisdiction including, without limitation, the United States, Australia,
Canada, New Zealand, Japan, the Republic of South Africa, any Member State or
any other jurisdiction in which such offer or solicitation is or may be
unlawful (a "Restricted Jurisdiction"). This announcement and the information
contained herein are not for publication or distribution, directly or
indirectly, to persons in a Restricted Jurisdiction unless permitted pursuant
to an exemption under the relevant local law or regulation in any such
jurisdiction. No action has been taken by the Company, Jefferies or any of
their respective affiliates that would permit an offer of the New Ordinary
Shares or possession or distribution of this announcement or any other
publicity material relating to such New Ordinary Shares in any jurisdiction
where action for that purpose is required. Persons receiving this announcement
are required to inform themselves about and to observe any such restrictions.

 

The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or other
regulatory authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the Placing or the accuracy
or adequacy of this announcement. Any representation to the contrary is a
criminal offence in the United States. Persons receiving this announcement
(including custodians, nominees and trustees) must not forward, distribute,
mail or otherwise transmit it in or into the United States or use the United
States mails, directly or indirectly, in connection with the Placing. No
money, securities or other consideration from any person inside the United
States is being solicited and, if sent in response to the information
contained in this announcement, will not be accepted.

 

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this announcement
should seek appropriate advice before taking any action.

 

 

No representation or warranty, express or implied, is or will be made by the
Company, Jefferies, or by any of their respective directors, officers,
employees, advisers, consultants or affiliates as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to any interested person or its advisers, and any
liability therefore is expressly disclaimed. None of the information in this
announcement has been independently verified or approved by Jefferies or any
of its directors, officers, employees, advisers, consultants or affiliates.
Save for any responsibilities or liabilities, if any, imposed on Jefferies by
the Financial Services and Markets Act 2000 ("FSMA") or by the regulatory
regime established under it, no responsibility or liability is accepted by
Jefferies or any of its directors, officers, employees, advisers, consultants
or affiliates for any errors, omissions or inaccuracies in such information or
opinions or for any loss, cost or damage suffered or incurred howsoever
arising, directly or indirectly, from any use of this announcement or its
contents or otherwise in connection with this announcement or from any acts or
omissions of the Company in relation to the Placing.

 

Certain statements in this announcement are forward-looking statements which
are based on the Company's expectations, intentions and projections regarding
its future performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "intend", "estimate", "expect"
and words of similar meaning, include all matters that are not historical
facts. These forward-looking statements involve risks, assumptions and
uncertainties that could cause the actual results of operations, financial
condition, liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from the
impression created by the forward-looking statements. These statements are not
guarantees of future performance and are subject to known and unknown risks,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements.
Given those risks and uncertainties, prospective investors are cautioned not
to place undue reliance on forward-looking statements. Forward-looking
statements speak only as of the date of such statements and, except as
required by the FCA, the London Stock Exchange or applicable law, the Company
undertakes no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.

 

Any indication in this announcement of the price at which the ordinary shares
of the Company have been bought or sold in the past cannot be relied upon as a
guide to future performance. Persons needing advice should consult an
independent financial adviser. No statement in this announcement is intended
to be a profit forecast and no statement in this announcement should be
interpreted to mean that earnings or target dividend per share of the Company
for the current or future financial years would necessarily match or exceed
the historical published earnings or dividends per share of the Company.

 

The New Ordinary Shares will not be admitted to trading on any stock exchange
other than the London Stock Exchange.

 

Jefferies, which is authorised and regulated in the United Kingdom by the FCA,
is acting as the sole bookrunner to the Company in respect of the Placing.
Jefferies is acting exclusively for the Company and for no-one else in
connection with the Placing and the matters referred to herein, and will not
be treating any other person as its client, in relation thereto and will not
be responsible for providing the regulatory protections afforded to its
customers nor for providing advice in connection with the Placing or any other
matters referred to herein. Jefferies is not making any representation or
warranty, express or implied, as to the contents of this announcement.
Jefferies has not authorised the contents of, or any part of, this
announcement, and no liability whatsoever is accepted by Jefferies for the
accuracy of any information or opinions contained in this announcement or for
the omission of any information.

 

 

None of Jefferies, the Fund Manager, or any of their respective directors,
officers, employees, advisers, 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 for any loss
howsoever arising from any use of the announcement or its contents. Jefferies
and the Fund Manager, and their respective directors, officers, employees,
advisers, affiliates or agents, 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.

 

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this announcement.

 

 

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