REG - Supermarket Inc REIT - Increase in Pipeline and Issue Size

Supermarket Income REITAnnouncement

26/04/2022 09:30

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RNS Number : 3590J  Supermarket Income REIT PLC  26 April 2022

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 THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF
SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION.

 

This Announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018. Upon the publication of this
Announcement, this inside information is now considered to be in the public
domain.

 

26 April 2022

SUPERMARKET INCOME REIT PLC

 (the "Company", together with its subsidiaries the "Group")

Increase in Pipeline and Issue Size

Further to the Company's announcement on 7 April 2022, the Board of
Supermarket Income REIT plc has decided to increase the target size of the
Issue from approximately £175 million up to a maximum of £300 million. This
decision has been made following careful consideration of the strong level of
support received from potential investors, which materially exceeds the
initial target Issue size; the Investment Adviser's confidence in acquiring
assets in the pipeline; and the increase in the availability of attractive
investment opportunities since the marketing roadshow began.

 

The timetable pursuant to the Issue remains unchanged, except that the latest
time and date for the receipt of commitments under the Issue is now 1 p.m. on
26 April 2022. The results of the Issue are expected to be announced on 27
April 2022.

 

The New Ordinary Shares will be issued and credited as fully paid and will
rank pari passu with the existing Ordinary Shares (save for any dividends or
other distributions declared, made or paid on the Ordinary Shares by reference
to a record date prior to the allotment of the New Ordinary Shares). The New
Ordinary Shares will be issued in registered form and will be capable of being
held in both certificated and uncertificated form.

 

Applications will be made to the FCA and the London Stock Exchange for
admission of the New Ordinary Shares to the premium listing segment
(closed-ended investment funds) of the Official List of 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 will become effective on, and that
dealings for normal settlement in the New Ordinary Shares will commence by, 8
a.m. on 29 April 2022.

 

The Issue is being conducted in accordance with the terms and conditions
contained in the Appendix to the Proposed Issue of New Ordinary Shares
announcement published by the Company on 7 April 2022, as amended by this
announcement.

 

The Issue is not underwritten. The Issue may be scaled back by the Directors
for any reason, including where it is necessary to scale back allocations to
ensure the Issue proceeds align with the Company's post fundraise acquisitions
and leverage targets.

Expected timetable

 Latest time and date for receipt of commitments under the Issue  1 p.m. on 26 April 2022
 Results of the Issue announced                                   by close of business on 27 April 2022
 Admission and dealings in New Ordinary Shares commence           8 a.m. on 29 April 2022

 

 

The dates set out in the expected timetable above may be adjusted by the
Company. In such circumstances, detail of the new dates will be notified to
the Financial Conduct Authority and the London Stock Exchange and an
announcement will be made through a Regulatory Information Service.

 

Dealing codes

Ticker: SUPR

ISIN for the New Ordinary Shares: GB00BF345X11

SEDOL for the New Ordinary Shares: BF345X1

The Company's legal entity identifier: 2138007FOINJKAM7L537

For further information, please contact:

Atrato Capital Limited
 
            +44 (0)20 3790 8087

Steve Noble

Robert Abraham

 

Stifel - Sole Sponsor, Financial Adviser,

Global Coordinator and Bookrunner
 
                                    +44
(0)20 7710 7600

Mark Young

Matthew Blawat

Rajpal Padam

Nathaniel Kasinos

 

FTI Consulting
 
            +44 (0)20 3727 1000

Dido Laurimore
 
            SupermarketIncomeREIT@fticonsulting.com

Eve Kirmatzis

Andrew Davis

 

Unless the context otherwise requires, capitalised words and expressions used
in this Announcement have the same meaning given to them in the Proposed Issue
of New Ordinary Shares announcement published by the Company on 7 April 2022
and the Prospectus published by the Company on 1 October 2021, as amended and
supplemented by the Supplementary Prospectus published by the Company on 7
April 2022.

 

 

Important Information

This Announcement is an advertisement and does not constitute a prospectus
relating to the Company and does not constitute, or form part of, any offer or
invitation to sell or issue, or an invitation to purchase investments of any
description, or any solicitation of any offer to subscribe for, any securities
in the Company in any jurisdiction nor shall it, or any part of it, or the
fact of its distribution, form the basis of, or be relied on in connection
with or act as any inducement to enter into, any contract therefor. This
Announcement does not constitute a recommendation regarding any securities.
Copies of the Prospectus are available and the Supplementary Prospectus will
shortly be available from www.supermarketincomereit.com.

 

Recipients of this Announcement who are considering acquiring New Ordinary
Shares are reminded that any such acquisition must be made only on the basis
of the information contained in the Prospectus as amended and supplemented by
the Supplementary Prospectus (or any further supplementary prospectus) which
may be different from the information contained in this Announcement and must
not be made in reliance on this Announcement.  The subscription for New
Ordinary Shares is subject to specific legal or regulatory restrictions in
certain jurisdictions. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. The Company assumes no responsibility
in the event that there is a violation by any person of such restrictions.

 

This Announcement does not constitute and may not constitute and may not be
construed as 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 investment decision or any decision to
purchase securities. Potential investors should consult a professional adviser
as to the suitability of an investment in the securities for the person
concerned.

 

The value of Ordinary Shares and the income from them is not guaranteed and
can fall as well as rise due to stock market and currency movements. When you
sell your investment you may get back less than you originally invested.
Figures refer to past performance and past performance is not a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations. Capital is at risk and investors need to understand the
risks of investing. Please refer to the Prospectus (as amended and
supplemented by the Supplementary Prospectus) for further information, in
particular the "Risk Factors" section.

This Announcement may not be published, distributed, released or transmitted
by any means or media, directly or indirectly, in whole or in part, in or into
the United States. This Announcement is for information purposes and does not
constitute an offer to sell, or a solicitation of an offer to buy, securities
in the United States.  The securities mentioned herein have not been, and
will not be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and will not be offered, sold, exercised, resold, transferred or delivered,
directly or indirectly, in or into the United States or to, or for the account
or benefit of, any US person (as defined under Regulation S under the
Securities Act) unless registered under the Securities Act or offered in a
transaction exempt from, or not subject to, the registration requirements of
the Securities Act. There will be no public offer of the shares in the United
States.  The Company has not been, and will not be, registered under the
Investment Company Act.

The New Ordinary Shares have not been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission or any
other regulatory authority of 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.

Neither this Announcement nor any copy of it may be: taken or transmitted into
or distributed in Canada, Australia, Japan or the Republic of South Africa or
to any resident thereof, or any other jurisdiction where to do so might
constitute a violation of the relevant laws or regulations of such
jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities laws or the laws of any such jurisdiction. The
distribution of this Announcement in other jurisdictions may be restricted by
law and the persons into whose possession this Announcement comes should
inform themselves about, and observe, any such restrictions.

This Announcement may include "forward-looking statements". All statements
other than statements of historical facts included in this Announcement,
including, without limitation, those regarding the Company's investment
strategy, plans, objectives and target returns are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and
accordingly the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements.  These factors include but are not limited
to those described in the Prospectus (as amended and supplemented by the
Supplementary Prospectus). These forward-looking statements speak only as at
the date of this Announcement. The Company expressly disclaims any obligation
or undertaking to update or revise any forward-looking statements contained
herein to reflect actual results or any change in the assumptions, conditions
or circumstances on which any such statements are based unless required to do
so by the Financial Services and Markets Act 2000, the Listing Rules, the
Prospectus Regulation Rules or other applicable laws, regulations or rules.

 

Stifel is authorised and regulated in the United Kingdom by the FCA and Stifel
Europe Bank AG ("Stifel AG") is authorised and regulated by the German
Financial Supervisory Authority (Bundesanstalt fur
Finanzdienstleistungsaufsicht or BaFin). Stifel is acting only for the Company
as sole sponsor and bookrunner in connection with the matters described in
this Announcement and neither Stifel nor Stifel AG are acting or advising any
other person, or treating any other person as its client in relation thereto
and will not be responsible for providing the regulatory protection afforded
to the clients of Stifel nor Stifel AG or advice to any other person in
relation to the matters contained herein. Such persons should seek their own
independent legal, investment and tax advice as they see fit.

 

Neither Stifel, Stifel AG 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 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 its
subsidiaries, 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.

 

 

This Announcement, the Prospectus and the Supplementary Prospectus have not
been, and will not be, lodged with the Australian Securities and Investments
Commission as a disclosure document under Chapter 6D of the Australian
Corporations Act 2001 (the "Australian Corporations Act''). This Announcement,
the Prospectus and the Supplementary Prospectus does not purport to include
the information required of a disclosure document under Chapter 6D of the
Australian Corporations Act. Accordingly, this Announcement, the Prospectus
and the Supplementary Prospectus and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase,
of New Ordinary Shares must not be issued or distributed directly or
indirectly in or into Australia, and no New Ordinary Shares may be offered for
sale (or transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in circumstances
where disclosure to investors is not required under Part 6D.2 of the
Australian Corporations Act. Each purchaser of New Ordinary Shares will be
deemed to have acknowledged the above and, by applying for New Ordinary Shares
under this Announcement on the basis of the Prospectus and the Supplementary
Prospectus, gives an undertaking to the Company not to offer, sell, transfer,
assign or otherwise alienate those securities to persons in Australia (except
in the circumstances referred to above) for 12 months after their issue.

 

The New Ordinary Shares have been and will not be qualified by a prospectus in
accordance with the document requirements under applicable securities law in
any Canadian jurisdiction and therefore may not be offered or sold, directly
or indirectly, in Canada except in compliance with applicable Canadian
securities laws.

 

In relation to each Member State of the European Economic Area (each, a
"Member State"), no New Ordinary Shares have been offered or will be offered
pursuant to the Issue to the public in that Member State prior to the
publication of a prospectus in relation to the New Ordinary Shares having been
approved by the competent authority in that Member State or, where
appropriate, approved in another Member State and notified to the competent
authority in that Member State (all in accordance with the Prospectus
Regulation), except that offers of New Ordinary Shares may be made to the
public in that Member State at any time under the following exemptions under
the Prospectus Regulation:

 

a)   to any legal entity which is a "qualified investor" as defined under
the Prospectus Regulation;

b)   to fewer than 150 natural or legal persons (other than "qualified
investors" as defined under the Prospectus Regulation), subject to obtaining
the prior consent of Stifel for any such offer; or

c)   in any other circumstances falling within Article 1(4) of the
Prospectus Regulation,

 

provided that no such offer of New Ordinary Shares shall require the Company
to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

 

For the purposes of this provision, the expression "offer to the public" in
relation to any offer of New Ordinary Shares in any Member State means the
communication in any form, and by any means, of sufficient information on the
terms of the Issue, and any New Ordinary Shares to be offered, so as to enable
an investor to decide to purchase or subscribe for any New Ordinary Shares.

 

In the case of any New Ordinary Shares being offered to a financial
intermediary within the EEA, as that term is used in the Prospectus
Regulation, such financial intermediary will be deemed to have represented,
warranted, acknowledged and agreed that the New Ordinary Shares purchased
and/or subscribed for by it in the Issue have not been purchased and/or
subscribed for on a non-discretionary basis on behalf of, nor have they been
purchased and/or subscribed for with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of any New Ordinary
Shares to the public other than their offer or resale in a Member State to
"qualified investors" (as defined in the Prospectus Regulation) or in
circumstances in which the prior consent of Stifel has been obtained to each
such proposed offer or resale.

 

In the case of any New Ordinary Shares being offered to a financial
intermediary within the United Kingdom as that term is used in the UK
Prospectus Regulation, such financial intermediary will be deemed to have
represented, warranted, acknowledged and agreed that the New Ordinary Shares
purchased and/or subscribed for by it in the Issue have not been purchased
and/or subscribed for on a non-discretionary basis on behalf of, nor have they
been purchased and/or subscribed for with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of any New Ordinary
Shares to the public other than their offer or resale in the United Kingdom to
"qualified investors" (as defined in the UK Prospectus Regulation) or in
circumstances in which the prior consent of Stifel has been obtained to each
such proposed offer or resale.

 

The Company and its affiliates, representatives and others will rely upon the
truth and accuracy of the foregoing representation, warranty, acknowledgement
and agreement. Notwithstanding the above, a person who is not a qualified
investor and who has notified Stifel of such fact in writing may, with the
consent of Stifel, be permitted to subscribe for and/or purchase New Ordinary
Shares in the Issue.

 

The New Ordinary Shares have not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948 as
amended) ("Financial Instruments and Exchange Act"), and may not be offered or
sold, directly or indirectly, in Japan or to, or for the benefit of, a
resident of Japan (including any corporation or entity organised under the
laws of Japan) or to others for re-offering or resale, directly or indirectly,
in Japan, except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the Securities and Exchange Law and
other relevant laws and regulations of Japan.

 

This document will not be registered as a prospectus in terms of the Companies
Act 1973 in South Africa and, as such, any offer of New Ordinary Shares in
South Africa may only be made if it shall not be capable of being construed as
an offer to the public as envisaged by section 144 of the Companies Act 1973
in South Africa. Furthermore, any offer or sale of the New Ordinary Shares
shall be subject to compliance with South Africa's exchange control
regulations.

 

The New Ordinary Shares and any related services, information and opinions
described or referenced in this Announcement and the Prospectus (as amended
and supplemented by the Supplementary Prospectus) are not, and may not be,
offered or marketed to or directed at persons in Switzerland (a) that do not
meet the definition of "qualified investor" pursuant to the Swiss Federal Act
on Collective Investment Schemes of 23 June 2006 ("CISA") ("Non-Qualified
Investors"), or (b) that are high net worth individuals (including private
investment structures established for such high-net worth individuals if they
do not have professional treasury operations) that have opted out of customer
protection under the Swiss Federal Financial Services Act of 15 June 2018
("FinSA") and that have elected to be treated as "professional clients" and
"qualified investors" under the FinSA and the CISA, respectively ("Elective
Qualified Investors"), or (c) that are retail clients for whom a financial
intermediary in accordance with Article 4 paragraph 3 lit. (a) FinSA or a
foreign financial intermediary that is subject to equivalent prudential
supervision provides investment advice in accordance with Article 3 lit. (c)
item 4 FinSA within the scope of a permanent investment advice relationship
("Investment Advisory Clients").

 

In particular, none of the information provided in this Announcement and the
Prospectus (as amended and supplemented by the Supplementary Prospectus)
should be construed as an offer in Switzerland for the purchase or sale of New
Ordinary Shares or any related services, nor as advertising in Switzerland for
New Ordinary Shares or any related services, to or directed at Non-Qualified
Investors, Elective Qualified Investors or Investment Advisory Clients.
Circulating or otherwise providing access to this Announcement, the Prospectus
or the Supplementary Prospectus or offering, advertising or selling New
Ordinary Shares or any related services to Non-Qualified Investors, Elective
Qualified Investors or Investment Advisory Clients may trigger, in particular,
approval requirements and other regulatory requirements in Switzerland.

 

The New Ordinary Shares and any related services may not be (and are not
hereby) publicly offered, directly or indirectly, in Switzerland within the
meaning of the FinSA and no application has or will be made to admit the New
Ordinary Shares to trading on any trading venue (exchange or multilateral
trading facility) in Switzerland. Neither this Announcement, the Prospectus,
the Supplementary Prospectus nor any other offering or marketing material
relating to the New Ordinary Shares constitutes a prospectus pursuant to the
FinSA or pursuant to Swiss trading venue rules and it may thus not fulfil the
information standards established thereunder. No key information document
pursuant to Swiss law has been established for the New Ordinary Shares.
Neither this Announcement, the Prospectus, the Supplementary Prospectus nor
any other offering or marketing material relating to the New Ordinary Shares
may be listed, distributed or otherwise made publicly available in
Switzerland.

 

This Announcement, the Prospectus and the Supplementary Prospectus have not
been and will not be approved, and may not be able to be approved, by the
Swiss Financial Market Supervisory Authority FINMA ("FINMA") under the CISA.
Therefore, investors will not benefit from protection under CISA or
supervision by FINMA. These materials do in particular not constitute
investment advice.

 

 

The Issue is not a public offering (within the meaning of the Securities Act)
of securities in the United States. The New Ordinary Shares have not been, and
will not be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be offered or sold in the United States except in reliance on
Section 4(a)(2) of the Securities Act or in a transaction not subject to the
registration requirements of the Securities Act and in accordance with
applicable securities laws of any securities regulatory authority of any state
or other jurisdiction of the United States.

 

Each purchaser of New Ordinary Shares located outside the United States, by
accepting delivery of this Announcement, the Prospectus and the Supplementary
Prospectus, will be deemed to have represented, agreed and acknowledged that
it has received a copy of Announcement, the Prospectus and the Supplementary
Prospectus and such other information as it deems necessary to make an
investment decision and that:

a)   it is not a US Person, is not located in the US and it is acquiring the
New Ordinary Shares in an offshore transaction meeting the requirements of
Regulation S;

b)   it is aware that the New Ordinary Shares have not been, and will not
be, registered under the Securities Act or under any applicable securities
laws or regulations of any state of the United States and may not be offered
or sold in the United States or to, or for the benefit of, US Persons absent
registration under, or an exemption from, or in a transaction not subject to
registration under, the Securities Act;

c)   if in the future it decides to offer, sell, transfer, assign or
otherwise dispose of the New Ordinary Shares, it will do so only in compliance
with an exemption from the registration requirements of the Securities Act;

d)   it understands that the Company, Stifel and their respective directors,
officers, agents, employees, affiliates, advisers and others will rely upon
the truth and accuracy of the foregoing representations, agreements and
acknowledgments;

e)   if any of the representations, agreements and acknowledgments made by
it are no longer accurate or have not been complied with, it will immediately
notify the Company and Stifel;

f)    if it is acquiring any New Ordinary Shares as a fiduciary or agent
for one or more accounts, it has sole investment discretion with respect to
each such account and it has full power to make, and does make, such foregoing
representations, agreements and acknowledgments on behalf of each such
account; and

g)   if all or part of the funds that it is using or will use to acquire New
Ordinary Shares are assets of an employee benefit plan (as defined in Section
3(3) of ERISA) subject to Title I of ERISA, or a plan described in Section
4975(e)(1) of the Code, or an entity whose underlying assets include plan
assets for purposes of ERISA or Section 4975 of the Code by reason of a plan's
investment in the entity, (i) its acquisition of New Ordinary Shares is
permissible under the documents governing the investment of such plan assets;
(ii) it has concluded that the acquisition of New Ordinary Shares is
consistent with applicable fiduciary responsibilities under ERISA, including
ERISA's prudence and diversification requirements, if applicable, and other
applicable law; and (iii) its acquisition and the subsequent holding of New
Ordinary Shares do not and will not constitute a non-exempt "prohibited
transaction" within the meaning of Section 406 of ERISA or Section 4975 of the
Code.

 

Each subscriber for New Ordinary Shares located within the United States, by
accepting delivery of this Announcement, the Prospectus and the Supplementary
Prospectus, will be deemed to have represented, agreed and acknowledged that
it has received a copy of this Announcement, the Prospectus and the
Supplementary Prospectus and such other information as it deems necessary to
make an investment decision, that all of the foregoing representations (b) -
(f) are hereby made and that:

a)   it is acquiring the New Ordinary Shares for the subscriber's own
account, does not have any contract, undertaking or arrangement with any
person or entity to sell, transfer or grant a participation with respect to
any of the New Ordinary Shares and is not acquiring the New Ordinary Shares
with a view to or for sale in connection with any distribution of the New
Ordinary Shares;

b)   it or a purchaser representative, adviser or consultant relied upon by
it in reaching a decision to subscribe has such knowledge and experience in
financial, tax and business matters as to enable it or such adviser or
consultant to evaluate the merits and risks of an investment in the Company
and to make an informed investment decision with respect thereto;

c)   it understands and agrees that the New Ordinary Shares (i) will be
offered and sold to it in a transaction that will not be registered under the
Securities Act or under any state law, (ii) have not been and will not be
registered for offer or sale by it under the Securities Act or any state law,
and (iii) may not be reoffered or resold except in accordance with the
Securities Act and the rules and regulations thereunder, and all relevant
state securities and blue sky laws, rules and regulations; and it understands
that the Company has no intention to register the Company or the New Ordinary
Shares with the SEC or any state and is under no obligation to assist it in
obtaining or complying with any exemption from registration.  The Company may
require that any transferor furnish a legal opinion satisfactory to the
Company and its counsel that the proposed transfer complies with any
applicable federal, state and any other applicable securities laws.
Appropriate stop transfer instructions may be placed with respect to the New
Ordinary Shares and any certificates issued representing the New Ordinary
Shares will contain the following legend;

 

THE ORDINARY SHARES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR IN ANOTHER TRANSACTION EXEMPT FROM, OR
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF, THE UNITED STATES.

 

NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED
BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THE ORDINARY SHARES
REPRESENTED HEREBY. THE ORDINARY SHARES REPRESENTED HEREBY ARE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144(a)(3) UNDER THE SECURITIES ACT AND
FOR SO LONG AS SUCH SHARES ARE "RESTRICTED SECURITIES", THEY MAY NOT BE
DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE
ORDINARY SHARES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER,
BY ITS ACCEPTANCE OF ORDINARY SHARES, REPRESENTS THAT IT UNDERSTANDS AND
AGREES TO THE FOREGOING RESTRICTIONS.

 

d)   in formulating a decision to invest in the Company, it has not relied
or acted on the basis of any representations or other information purported to
be given on behalf of the Company except as set forth in the Prospectus and
the Supplementary Prospectus (it being understood that no person has been
authorised by the Company to furnish any such representations or other
information);

e)   it recognises that there is currently no public market for the New
Ordinary Shares in the United States and that such a market in the United
States is not expected to develop; its overall commitment to the Company and
other investments which are not readily marketable is not disproportionate to
its net worth and it has no need for immediate liquidity in its investment in
the New Ordinary Shares;

f)    it can afford a complete loss of its investment in the Company and
can afford to hold its investment in the Company for an indefinite period of
time;

g)   it has not been and will not be formed or "recapitalized" (as defined
below) for the specific purpose of purchasing the New Ordinary Shares and has
substantial assets in addition to the funds to be used to purchase the New
Ordinary Shares;

h)   the New Ordinary Shares have not been offered to it by means of any
general solicitation or general advertising or directed selling efforts by the
Company or any person acting on its behalf, including without limitation (i)
any advertisement, article, notice, or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio,
or contained on a website that is not password-protected, or (ii) any seminar
or meeting to which it was invited by any general solicitation or general
advertising or directed selling efforts;

i)    it is a QIB, an Accredited Investor and a Qualified Purchaser and has
delivered to Stifel an investor representation letter; and

j)    if all or part of the funds that it is using or will use to acquire
New Ordinary Shares are assets of an employee benefit plan (as defined in
Section 3(3) of ERISA subject to Title I of ERISA, or a plan described in
Section 4975(e)(1) of the Code or an entity whose underlying assets include
plan assets for purposes of ERISA or Section 4975 of the Code by reason of a
plan's investment in the entity: (a) its acquisition of New Ordinary Shares is
permissible under the documents governing the investment of such plan assets;
(b) it has concluded that the acquisition of New Ordinary Shares is consistent
with applicable fiduciary responsibilities under ERISA (including ERISA's
prudence and diversification requirements) and other applicable law, if any;
and (c) its acquisition and the subsequent holding of New Ordinary Shares do
not and will not constitute a non-exempt "prohibited transaction" within the
meaning of Section 406 of ERISA or Section 4975 of the Code.

Neither the Announcement, the Prospectus and the Supplementary Prospectus have
been submitted to or approved or authorised by the Policy Council of the
States of Guernsey or the Guernsey Financial Services Commission (the
"Commission"). The Company will not be regulated by the Commission. The
Commission has no ongoing responsibility to monitor the performance of the
Company or to protect the interests of investors. This Announcement, the
Prospectus and the Supplementary Prospectus and any other offering material
relating to the New Ordinary Shares will not be distributed or caused to be
distributed directly or indirectly to private investors in the Bailiwick of
Guernsey. To the extent to which any promotion of the New Ordinary Shares is
deemed to take place in the Bailiwick of Guernsey, the New Ordinary Shares are
only being promoted in or from within the Bailiwick of Guernsey to persons
licensed under the Protection of Investors (Bailiwick of Guernsey) Law, 1987
(as amended), the Regulation of Fiduciaries, Administration Business and
Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended), the
Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the
Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law,
2002 (as amended) or the Banking Supervision (Bailiwick of Guernsey) Law,
2020. Promotion is not being made in any other way.

The New Ordinary Shares are only suitable for sophisticated investors who have
the requisite knowledge and experience of financial and business matters to
evaluate the merits and understand the risks of such an investment. Neither
this Announcement, the Prospectus and the Supplementary Prospectus has been
approved by or filed with the Jersey Financial Services Commission (the
"JFSC"). New Ordinary Shares may only be issued pursuant to the Placing
Programme where such issue is valid in the United Kingdom or Guernsey. This
Announcement, the Prospectus and Supplementary Prospectus are circulated in
Jersey only to persons similar to those to whom, and in a manner similar to
that in which, it is for the time being circulated in the United Kingdom or
Guernsey as the case may be. Consent under the Control of Borrowing (Jersey)
Order 1958 has not been obtained for the circulation of this Announcement, the
Prospectus and Supplementary Prospectus and it must be distinctly understood
that the JFSC does not accept any responsibility for the financial soundness
of or any representations made in connection with the Company. By accepting
the offer that is the subject of this Announcement, the Prospectus and the
Supplementary Prospectus, each prospective investor in Jersey represents and
warrants that he or she is in possession of sufficient information to be able
to make a reasonable evaluation of the offer. Subject to certain exemptions
(if applicable), offers for securities in the Company may only be distributed
and promoted in or from within Jersey by persons with appropriate registration
under the Financial Services (Jersey) Law 1998. Neither the Company nor the
activities of any functionary with regard to the Company are subject to the
provisions of the Financial Services (Jersey) Law 1998.

 

The New Ordinary Shares will not be offered, sold, placed or underwritten in
Ireland (a) except in circumstances which do not require the publication of a
prospectus pursuant to Article 3(2) of Directive 2003/71/EC as implemented in
Ireland pursuant to, (Directive 2003/71/EC) Regulations 2005 (S.I. No. 324 of
2005), as amended, and the rules issued by the Central Bank of Ireland (the
"CBI") under Section 1363 of the Irish Companies Act 2014 (the "Irish
Companies Act"); (b) otherwise than in compliance with the provisions of the
Irish Companies Act; (c) otherwise than in compliance with the provisions of
the European Communities (Markets in Financial Instruments) Regulations 2007
(S.I. No. 60 of 2007), as amended, and Stifel and any introducer appointed by
the Company will conduct themselves in accordance with any codes or rules of
conduct and any conditions or requirements, or any other enactment, imposed or
approved by the CBI with respect to anything done by them in relation to the
Company; (d) otherwise than in compliance with the provisions of the MAR
together with all delegated and implementing regulations introduced
thereunder, the European Union (Market Abuse) Regulations 2016 (S.I. No. 349
of 2016) and the rules issued by the CBI under Section 1370 of the Irish
Companies Act; and (e) except to "professional investors" as defined in the
AIFMD and otherwise in accordance with the AIFMD, Commission Delegated
Regulation 231/2013, the Irish European Union (Alternative Investment Fund
Managers) Regulations 2013 (S.I. No. 257 of 2013), as amended, and any rules
issued by the CBI pursuant thereto.

 

No offer of New Ordinary Shares, which are the subject of the Issue
contemplated by this Announcement, has been made or will be made in the
Netherlands, as part of their initial distribution or at any time thereafter,
directly or indirectly, other than to individuals or legal entities which are
considered to be "qualified investors" (gekwalificeerde beleggers) within the
meaning of Section 1:1 of the Dutch Financial Supervision Act (Wet op het
financieel toezicht; the "Wft").

 

JTC Global AIFM Solutions Limited, the AIFM to the Company, makes use of the
Dutch national private placement regime referred to in Section 1:13b of the
Wft. As a consequence, the offering of the New Ordinary Shares does not
require JTC Global AIFM Solutions Limited, the AIFM to the Company, or the
Company to have a license pursuant to the Wft. In accordance with the Dutch
national private placement regime, the AIFM is subject to certain reporting
requirements vis-à-vis the Netherlands Authority for Financial
Markets (Autoriteit Financiële Markten or the AFM) and the Dutch Central
Bank (De Nederlandsche Bank).

 

 

The Issue is available, and are and may be made, in or from within the Isle of
Man and this Announcement, the Prospectus and the Supplementary Prospectus is
being provided in or from within the Isle of Man only: (i) by persons licensed
to do so under the Isle of Man Financial Services Act 2008; or (ii) to
persons: (a) licensed under Isle of Man Financial Services Act 2008; or (b)
falling within exclusion 2(r) of the Isle of Man Regulated Activities Order
2011 (as amended) The Issue referred to in this Announcement, the Prospectus
and the Supplementary Prospectus is not available in or from within the Isle
of Man other than in accordance with paragraphs (i) and (ii) above and must
not be relied upon by any person unless made or received in accordance with
such paragraphs.

 

 

This Announcement, the Prospectus and the Supplementary Prospectus has not
been submitted for approval by, and no advertising or other offering materials
have been filed with, the Belgian Financial Services and Markets Authority
("Autoriteit voor Financiële Diensten en Markten" / "Autorité des services
et marchés financiers"). The New Ordinary Shares may not be distributed in
Belgium by way of an offer to the public save in those circumstances commonly
called "private placement" set out, as applicable, in Article 1 §4 of the
Regulation (EU) 2017/1129 on the prospectus to be published when securities
are offered to the public or admitted to trading on a regulated market, and
article 5, §1 of the Belgian Law of 19 April 2014 on alternative investment
funds and their managers, and to the extent the (potential) investor to whom
this Announcement, the Prospectus and the Supplementary Prospectus is
distributed does not qualify as a "consumer" within the meaning of Article
I.1, 2° of the Belgian Code of Economic Law of 28 February 2013 (the "Code
of Economic Law") unless the distribution is made in compliance with the Code
of Economic Law and its implementing regulations. This Announcement, the
Prospectus and the Supplementary Prospectus may be distributed in Belgium only
to such (potential) investors for their personal use and exclusively for the
purposes of this offering of the New Ordinary Shares. Accordingly, this
Announcement, the Prospectus and the Supplementary Prospectus may not be used
for any other purpose nor passed on to any other (potential) investor in
Belgium.

 

The Financial Services Regulatory Authority of the Abu Dhabi Global Market
accepts no responsibility for reviewing or verifying the Announcement, the
Prospectus and Supplementary Prospectus or other documents in connection with
this Issue. The New Ordinary Shares to which the Announcement, the Prospectus
and the Supplementary Prospectus relates may be illiquid and/or subject to
restrictions on their resale. Prospective purchasers should conduct their own
due diligence on the New Ordinary Shares. If you do not understand the
contents of this Prospectus you should consult an authorised financial
adviser. The offer of the New Ordinary Shares set out in the Announcement, the
Prospectus and the Supplementary Prospectus is not available to retail
clients.

The offering of the New Ordinary Shares has not been approved or licensed by
the UAE Securities and Commodities Authority ("SCA") or any other relevant
licensing authorities in the United Arab Emirates ("UAE"), and accordingly
does not constitute a public offer of securities in the UAE in accordance with
the Commercial Companies Law, Federal Law No. 32 of 2021 Concerning Commercial
Companies (as amended), SCA Board of Directors Resolution No. 13 B.C of 2021
Concerning  the Rules of Financial Activities, and the Status Rectification
Mechanism (the "SCA Rulebook") or otherwise. Accordingly, the New Ordinary
Shares may not be offered to the public in the UAE.

This Announcement, the Prospectus and the Supplementary Prospectus are being
issued to a limited number of investors:

(a)  who fall within the exemptions set out in the SCA Rulebook (i.e.
Professional Investors) and have confirmed the same;

(b)  upon their request and confirmation that they understand that the New
Ordinary Shares have not been approved or licensed by or registered with the
SCA or any other relevant licensing authorities or governmental agencies in
the UAE; and

must not be provided to any person other than the original recipient, and may
not be reproduced or used for any other purpose.

Investors in jurisdictions other than Australia, Canada, EEA Member States,
Japan, the Republic of South Africa, Switzerland, the United States, Jersey,
Guernsey, The Isle of Man, The Republic of Ireland, The Netherlands, Belgium,
the United Arab Emirates or the Abu Dhabi Global Market should consult their
professional advisers as to whether they require any governmental or other
consents or need to observe any formalities to enable them to purchase any New
Ordinary Shares.

 

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) the Product Intervention and Product Governance Sourcebook of the
FCA Handbook; and (b) Articles 9 and 10 of Commission Delegated Directive (EU)
2017/593 supplementing MiFID II, which is incorporated into UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended by The Markets in
Financial Instruments (Amendment) (EU Exit) Regulations 2018, as amended from
time to time (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 New
Ordinary Shares have been subject to a product approval process, which has
determined that the New Ordinary Shares 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 Handbook; and
(ii) eligible for distribution through all distribution channels as are
permitted under applicable law (the "Target Market Assessment").

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness; 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.

Marketing disclosures pursuant to AIFMD (as defined below)

The Company is an externally managed alternative investment fund and has
appointed the AIFM as its alternative investment fund manager.

Pursuant to Article 23 of AIFMD and the Alternative Investment Fund Managers
Regulations 2013 (No. 1173/2013) and the Investment Funds Sourcebook of the
FCA (the "UK AIFMD Rules"), the AIFM is required to make available to persons
in the European Union who are invited to and who choose to participate in
the Initial Issue, by making an oral or written offer to subscribe for New
Ordinary Shares, including any individuals, funds or others on whose behalf a
commitment to subscribe for New Ordinary Shares is given (the "Subscribers")
certain information (the "Article 23 Disclosures"). For the purposes of the
Issue, the AIFM has made the Article 23 Disclosures available to Subscribers
in the 'Investor - Shareholder Information' section of the Company's website
at: www.supermarketincomereit.com (http://www.supermarketincomereit.com/) .

 

PRIIPS (as defined below)

In accordance with the 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 and its implementing
and delegated acts, which is incorporated into UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended by The Packaged Retail and
Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019, as
amended from time to time (the "PRIIPs Regulation"), the AIFM has prepared a
key information document (the "KID") in respect of the New Ordinary Shares.
The KID is made available by the AIFM to "retail investors" prior to them
making an investment decision in respect of the New Ordinary Shares at
www.supermarketincomereit.com.

If you are distributing New Ordinary Shares, it is your responsibility to
ensure that the KID is provided to any clients that are "retail clients".

The Company is the only manufacturer of the New Ordinary Shares for the
purposes of the PRIIPs Regulation and neither of Stifel or the AIFM are
manufacturers for these purposes. Neither of Stifel or the AIFM makes any
representations, express or implied, or accepts any responsibility whatsoever
for the contents of the KID prepared by the Company nor accepts any
responsibility to update the contents of the KID in accordance with the PRIIPs
Regulation, to undertake any review processes in relation thereto or to
provide the KID to future distributors of Ordinary Shares.  Each of Stifel
and the AIFM and their respective affiliates accordingly disclaim all and any
liability whether arising in tort or contract or otherwise which it or they
might have in respect of the key information documents prepared by the
Company. Investors should note that the procedure for calculating the risks,
costs and potential returns in the KID are prescribed by laws. The figures in
the KID may not reflect actual returns for the Company and anticipated
performance returns cannot be guaranteed.

 

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