REG - Supermarket Inc REIT - PrimaryBid Offer

Supermarket Income REITAnnouncement

07/04/2022 08:45

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RNS Number : 6198H  Supermarket Income REIT PLC  07 April 2022

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION
OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION
21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN
APPROVED BY PRIMARYBID LIMITED, WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY (FRN 779021)

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 (AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED IN THE PUBLIC DOMAIN.

 

7 April 2022

 

SUPERMARKET INCOME REIT PLC

(LON: SUPR)

 

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

PrimaryBid Offer

Supermarket Income REIT plc (LON: SUPR), the listed real estate investment
trust providing secure, inflation-protected, long income from grocery property
in the UK, is pleased to announce, a conditional offer for subscription via
the PrimaryBid platform (the "PrimaryBid Offer") of new ordinary shares of
£0.01 each in the capital of the Company ("New Ordinary Shares") at an issue
price of 121 pence per New Ordinary Share (the "Issue Price"), being a
discount of 4.3 per cent to the closing price of 126.5 pence per existing
ordinary share on 6 April 2022.

As separately announced earlier today, the Company is also targeting a
fundraise of approximately £175 million by way of the issue of 144,628,099
New Ordinary Shares at the Issue Price by way of a placing pursuant to the
Company's existing placing programme, also at the Issue Price.

The Company will use the funds raised to make additional investments in
accordance with the Company's investment criteria, further diversifying the
Group's portfolio and capitalising on its position in the UK supermarket real
estate market.

 

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to
provide private and other investors the opportunity to participate in the
PrimaryBid Offer by applying exclusively through the PrimaryBid mobile app
available on the Apple App Store and Google Play. PrimaryBid does not charge
investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid mobile app, will be open to
individual and institutional investors following the release of this
announcement and will close at 11 a.m. on 26 April 2022.  The PrimaryBid
Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The
Company and PrimaryBid each also reserve the right to reject any application
for subscription under the PrimaryBid Offer without giving any reason for such
rejection.

No commission is charged to investors on applications to participate in the
PrimaryBid Offer made through PrimaryBid.  It is vital to note that once an
application for New Ordinary Shares has been made and accepted via PrimaryBid,
an application cannot be withdrawn.

The New Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when issued and fully paid, rank pari passu in all
respects with the Company's existing Ordinary Shares.

Application will be made to the Financial Conduct Authority (the "FCA") and
London Stock Exchange plc (the "London Stock Exchange") for the New Ordinary
Shares to be admitted 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
("Admission"). It is expected that Admission will become effective on, and
that dealings for normal settlement in the New Ordinary Shares will commence
on the London Stock Exchange by 8.00 a.m. on 29 April 2022. The PrimaryBid
Offer is conditional, among other things, upon Admission becoming effective.

For further information on PrimaryBid or the procedure for applications under
the PrimaryBid Offer, visit www.PrimaryBid.com (http://www.primarybid.com/)
 or email PrimaryBid at enquiries@primarybid.com.

 

 Atrato Capital Limited  +44 (0)20 3790 8087

 Steve Noble

 Rob Abraham

 Kate Heseltine

 PrimaryBid Limited      enquiries@primarybid.com

 Fahim Chowdhury

 James Deal

 FTI Consulting          +44 (0)20 3727 1000

 Dido Laurimore          SupermarketIncomeREIT@fticonsulting.com

 Eve Kirmatzis

 Andrew Davis

 

This announcement should be read in its entirety. In particular, the
information provided in the "Important Notices" section of this announcement
should be read and understood.

Further details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the
Company alongside institutional investors over several years. Given the
longstanding support of retail shareholders, the Company believes that it is
appropriate to provide retail and other interested investors the opportunity
to participate through the PrimaryBid Offer. The Company is therefore making
the PrimaryBid Offer available exclusively through the PrimaryBid mobile app.

There is a minimum subscription of £250 per investor under the terms of the
PrimaryBid Offer which is open to existing shareholders and other investors
subscribing via the PrimaryBid mobile app. Aggregate demand under the
PrimaryBid Offer will be limited to EUR 8m (or the equivalent), as is legally
required.

For further details please refer to the PrimaryBid website
at www.PrimaryBid.com (http://www.primarybid.com/) . The terms and conditions
on which the PrimaryBid Offer is made, including the procedure for application
and payment for New Ordinary Shares, is available to all persons who register
with PrimaryBid.

The New Ordinary Shares will be issued free of all liens, charges and
encumbrances and will, when so issued, be fully paid and rank pari passu in
all respects with each other and with the Company's existing ordinary shares
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.

The Company declared its third quarterly dividend on 6 April 2022. Based on
the current expected timetable, the New Ordinary Shares will not qualify for
the third quarterly dividend which relates to the period from 1 January 2022
to 31 March 2022.

Important Notices

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

Persons distributing this announcement must satisfy themselves that it is
lawful to do so. This Announcement is for information purposes only and shall
not constitute an offer to sell or issue or the solicitation of an offer to
buy, subscribe for or otherwise acquire securities in any jurisdiction in
which any such offer or solicitation would be unlawful. Any failure to comply
with this restriction may constitute a violation of the securities laws of
such jurisdictions. Persons needing advice should consult an independent
financial adviser.

The distribution of this announcement and the offering, placing and/or issue
of the New Ordinary Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or any of its affiliates, agents,
directors, officers or employees that would permit an offer of the New
Ordinary Shares or possession or distribution of this announcement or any
other offering or publicity material relating to such New Ordinary Shares in
any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company to inform
themselves about and to observe any such restrictions.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
(COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR JERSEY OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION,
RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION. THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK
EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

This announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Canada, Australia, the
Republic of South Africa, Japan or any other jurisdiction in which the same
would be unlawful. No public offering of the securities referred to herein is
being made in any such jurisdiction.

This communication is not an offer of securities for sale in the United
States. The securities referred to herein have not been and will not be
registered under the US Securities Act 1933, as amended (the "Securities Act")
or under the securities laws of any state or other jurisdiction of the United
States, and may not be offered or sold directly or indirectly in or into the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with the securities laws of any state or any other jurisdiction of
the United States. No public offering of securities is being made in the
United States.

Certain statements contained in this announcement constitute "forward-looking
statements" with respect to the financial condition, performance, strategic
initiatives, objectives, results of operations and business of the Company.
All statements other than statements of historical facts included in this
announcement are, or may be deemed to be, forward-looking statements. Without
limitation, any statements preceded or followed by or that include the words
"targets", "plans", "believes", "expects", "aims", "intends", "anticipates",
"estimates", "projects", "will", "may", "would", "could" or "should", or words
or terms of similar substance or the negative thereof, are forward-looking
statements. Forward-looking statements include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; and (ii) business and management
strategies and the expansion and growth of the Company's operations. Such
forward-looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results, performance or
achievements to differ materially from those projected or implied in any
forward-looking statements. The important factors that could cause the
Company's actual results, performance or achievements to differ materially
from those in the forward-looking statements include, among others, the
macroeconomic and other impacts of COVID-19, economic and business cycles, the
terms and conditions of the Company's financing arrangements, foreign currency
rate fluctuations, competition in the Company's principal markets,
acquisitions or disposals of businesses or assets and trends in the Company's
principal industries. Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date hereof. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking statements in
this announcement may not occur. The forward-looking statements contained in
this announcement speak only as of the date of this announcement. The Company
and its directors each expressly disclaim any obligation or undertaking to
update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise, unless required to do so by
applicable law or regulation, the Listing Rules, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules, the rules of the London Stock
Exchange or the UK Financial Conduct Authority.

Any indication in this announcement of the price at which ordinary shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. No statement in this announcement is intended as a profit
forecast or estimate for any period and no statement in this announcement
should be interpreted to mean that earnings, earnings per share or income,
cash flow from operations or free cash flow for the Company, as appropriate,
for the current or future years would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

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.
The New Ordinary Shares to be issued or sold pursuant to the PrimaryBid Offer
will not be admitted to trading on any stock exchange other than the London
Stock Exchange.

Investors should make their own investigations into the merits of an
investment in the Company. Nothing in this announcement amounts to a
recommendation to invest in the Company or amounts to investment, taxation or
legal advice.

It should be noted that a subscription for New Ordinary Shares and investment
in the Company carries a number of risks. Investors should consider the risk
factors set out on PrimaryBid.com before making a decision to subscribe for
New Ordinary Shares. Investors should take independent advice from a person
experienced in advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.

 

END

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