REG - GCP Co-Living REIT - Pause in IPO Process

Stifel FinancialAnnouncement

24/02/2022 14:15

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RNS Number : 7470C  GCP Co-Living REIT PLC  24 February 2022

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO
THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") (OTHER THAN ANY MEMBER
STATE OF THE EEA WHERE SECURITIES MAY, IN FUTURE, BE LAWFULLY MARKETED) OR ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. 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.

 

PLEASE SEE THE SECTION ENTITLED "IMPORTANT LEGAL INFORMATION" TOWARDS THE END
OF THIS ANNOUNCEMENT.

 

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and is not a
prospectus. This announcement does not constitute or form part of, and should
not be construed as, an offer for sale or subscription of, or solicitation of
any offer to subscribe for or to acquire, any ordinary shares in GCP Co-Living
REIT plc in any jurisdiction, including in or into the United States, Canada,
Australia, the Republic of South Africa, Japan or any member state of the EEA.
Investors should not subscribe for or purchase any ordinary shares referred to
in this announcement except on the basis of information in the prospectus (the
"Prospectus") published by GCP Co-Living REIT plc in connection with the
proposed admission of its ordinary shares to the Specialist Fund Segment of
London Stock Exchange plc's Main Market for listed securities. A copy of the
Prospectus is available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and is available
for viewing on the Company's website at
www.graviscapital.com/funds/gcp-co-living
(http://www.graviscapital.com/funds/gcp-co-living) .

 

 

LEI: 213800WWP5EVD9ML8X80

24 February 2022

 

GCP CO-LIVING REIT PLC

 

Pause in IPO Process

 

The Board of GCP Co-Living REIT plc (the "Company"), a newly incorporated
closed-ended investment company established to invest in independent Co-Living
Assets, announces that, in light of the events in Ukraine over the last 24
hours, the decision has been taken to pause the active marketing of the
Company's initial public offering ("IPO") and proposed admission of ordinary
shares to the Specialist Fund Segment of the Main Market of the London Stock
Exchange.

 

As a result, the Company will not currently be accepting subscriptions under
the offer for subscription and any money received will be returned to the
relevant subscribers in the manner set out in the Prospectus.

 

The prospectus published by the Company on 10 February 2022 (the "Prospectus")
remains valid and we will notify the market as and when a decision is made to
recommence the process, including details of a revised timetable.

 

Terms used and not defined in this announcement bear the meanings given in the
Prospectus.

 

 

 

FOR FURTHER INFORMATION, PLEASE CONTACT

 

 Gravis Capital Management Limited                            +44 (0) 20 3405 8500

 Nick Barker / Joe McDonagh

 Stifel Nicolaus Europe Limited                               +44 (0) 20 7710 7600

 Mark Young / Mark Bloomfield / Alex Miller / Jack McAlpine

 Akur Capital                                                 +44 (0) 207 493 3631

 Tom Frost / Andrew Morrison / Siobhan Sergeant

 Quill                                                        +44 (0) 7769 648 808 /

 Sarah Gibbons-Cook / Nick Croysdill                          + 44 (0) 7815 823 412

 

 

Important Legal Information

 

This announcement is a financial promotion and is not intended to be
investment advice. The content of this announcement, which has been prepared
by and is the sole responsibility of the Company, has been approved by Gravis
Capital Management Limited, which is authorised and regulated by FCA, solely
for the purposes of section 21(2)(b) of the Financial Services and Markets Act
2000 (as amended).

 

This announcement is an advertisement and does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in this
announcement only on the basis of information contained in the prospectus
published by the Company and not in reliance on this announcement. Copies of
the Prospectus are available for viewing at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and the Prospectus
is available for viewing on the Company's website at
www.graviscapital.com/funds/gcp-co-living
(http://www.graviscapital.com/funds/gcp-co-living) .

 

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 in the Company. The merits or suitability of any securities must be
independently determined by each investor on the basis of its own
investigation and evaluation of the Company.

 

Nothing in this announcement constitutes investment advice and any
recommendations that may be contained herein have not been based upon a
consideration of the investment objectives, financial situation or particular
needs of any specific recipient. No information in this announcement should be
construed as providing financial, investment or other professional advice and
each prospective investor should consult its own legal, business, tax and
other advisers in evaluating the investment opportunity. No reliance may be
placed for any purposes whatsoever on this announcement (including, without
limitation, any illustrative modelling information contained herein), or its
completeness.

 

This announcement is not an offer to sell or a solicitation of any offer to
buy any securities in the Company in the United States, Australia, Canada, New
Zealand or the Republic of South Africa, Japan, or any member state of the
European Economic Area ("EEA") or in any other jurisdiction where such offer
or sale would be unlawful.

 

This communication is not for publication or distribution, directly or
indirectly, in or into the United States of America. This communication 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 U.S.
Securities Act of 1933, as amended, and may not be offered or sold in the
United States, except pursuant to an applicable exemption from registration.
No public offering of securities is being made in the United States.

 

Moreover, the Company's securities will not be registered under the applicable
securities laws of Australia, Canada, the Republic of South Africa, Japan or
any member state of the EEA (other than any member state of the EEA where the
Company's securities may, in future, be lawfully marketed). Subject to certain
exceptions, the Company's securities may not be offered or sold in Australia,
Canada, the Republic of South Africa, Japan or any member state of the EEA
(other than any member state of the EEA where the Company's securities may, in
future, be lawfully marketed) or to, or for the account or benefit of, any
national, resident or citizen of, Australia, Canada, the Republic of South
Africa, Japan or any member state of the EEA (other than to professional
investors in certain EEA member states for which marketing approval has been
obtained in accordance with the requirements of Directive 2011/61/EU of the
European Parliament and of the Council of 8 June 2011 on Alternative
Investment Fund Managers (the "AIFM Directive"), as implemented in the
relevant jurisdiction).

 

This announcement must not be acted on or relied on in any member state of the
EEA by persons: (a) who are not "professional investors", as defined in the
AIFM Directive; or (b) (if they are domiciled, resident or have a registered
office in the EEA) that are located in a member state of the European Economic
Area in which the Company has not been appropriately registered or has not
otherwise complied with the requirements under the AIFM Directive (as
implemented in the relevant EEA Member State) necessary for the lawful
marketing of the Ordinary Shares.

 

The Specialist Fund Segment is intended for institutional, professional,
professionally advised and knowledgeable investors who understand, or who have
been advised of, the potential risk of investing in companies admitted to the
Specialist Fund Segment. Further, the Ordinary Shares are only suitable for
investors: (i) who understand and are willing to assume the potential risks of
capital loss and understand that there may be limited liquidity in the
underlying investments of the Company; (ii) for whom an investment in the
Ordinary Shares is part of a diversified investment programme; and (iii) who
fully understand and are willing to assume the risks involved in such an
investment. If any investor is in any doubt about the contents of this
announcement, it should consult its accountant, legal or professional adviser
or financial adviser.

 

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. No representation or warranty, express or implied, is given by
the directors of the Company or any other person as to the accuracy of
information or opinions contained in this announcement and no responsibility
is accepted for any such information or opinions. The material 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.

 

Each of Akur Limited ("Akur") and Stifel Nicolaus Europe Limited ("Stifel"),
both of which are authorised and regulated in the United Kingdom by the FCA,
is acting exclusively for the Company and for no‐one else in connection with
the matters described in this announcement and will not regard any other
person as its client in relation thereto and will not be responsible to anyone
for providing the protections afforded to its clients or providing any advice
in relation to the matters contained herein. Neither Akur nor Stifel, nor any
of their respective directors, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for this announcement, its contents
or otherwise in connection with it or any other information relating to the
Company, whether written, oral or in a visual or electronic format.

 

This announcement may include 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", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, proposed acquisitions and
objectives, are forward‐looking statements. These forward‐looking
statements speak only as at the date of this announcement and cannot be relied
upon as a guide to future performance. The target initial dividend yield and
target net asset value return figures contained in this announcement should
not be taken as an indication of the Company's expected future performance or
results. These are targets only and there is no guarantee that they can or
will be achieved. Accordingly, investors should not place any reliance on such
targets.

 

None of the Company, the Investment Manager, Akur and/or Stifel, 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
associated companies, 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 Manager, Akur and Stifel,
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.

 

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 a recognised information service, 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.

 

Information to distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; (c)
local implementing measures; and/or (d) (where applicable to UK investors or
UK firms) the relevant provisions of the UK statutory instruments implementing
Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593,
Regulation (EU) No 600/2014 of the European Parliament, which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018, as amended
(together, the "UK MiFID Laws") (together, 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 Ordinary Shares have been subject to a product approval process,
which has determined that the Ordinary Shares to be issued pursuant to the
initial issue are: (i) compatible with an end target market of retail
investors who understand, or have been advised of, the potential risk of
investing in companies admitted to the Specialist Fund Segment and investors
who meet the criteria of professional clients and eligible counterparties,
each as defined in Directive 2014/65/EU or the UK MiFID Laws (as applicable);
and (ii) eligible for distribution through all distribution channels as are
permitted by Directive 2014/65/EU or the UK MiFID Laws, as applicable (the
"Target Market Assessment").

 

Notwithstanding the Target Market Assessment, distributors should note that:
(a) the price of the Ordinary Shares may decline and investors could lose all
or part of their investment; (b) the Ordinary Shares offer no guaranteed
income and no capital protection; (c) an investment in the 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; and (d) the Ordinary Shares will be admitted to the
Specialist Fund Segment, which is intended for institutional, professional,
professionally advised and knowledgeable investors who understand, or who have
been advised of, the potential risk from investing in companies admitted to
the Specialist Fund Segment. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the issue. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Stifel will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Directive 2014/65/EU or the UK MiFID Laws, as applicable; 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 Ordinary
Shares.

 

Each distributor (including any intermediary) is responsible for undertaking
its own Target Market Assessment in respect of the Ordinary Shares and
determining appropriate distribution channels.

 

 

PRIIPS Regulation

 

In accordance with the UK version of Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key information
documents for packaged retail and insurance-based investment products
(PRIIPs), which forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended (the "UK PRIIPs Laws"), a key information
document in respect of the Ordinary Shares has been prepared by the Investment
Manager and is available to investors on the Company's website.

 

If you are distributing any class of shares in the Company, it is your
responsibility to ensure that the relevant key information document is
provided to any clients that are "retail clients".

 

 

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