REG - Supermarket Inc REIT - Proposed Placing <Origin Href="QuoteRef">SUPR.L</Origin> - Part 2

Supermarket Income REITAnnouncement

26/10/2017 07:01

- Part 2: For the preceding part double click  ID:nRSZ6421Ua 

acknowledges that no action has been or will be taken by any of the
Company, Stifel or any person acting on behalf of the Company or Stifel that
would, or is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is required; 
 
(gg)     acknowledges that it is an institution that has knowledge and
experience in financial, business and international investment matters as is
required to evaluate the merits and risks of subscribing for the Placing
Shares. It further acknowledges that it is experienced in investing in
securities of this nature and in this sector and is aware that it may be
required to bear, and it, and any accounts for which it may be acting, are
able to bear, the economic risk of, and is able to sustain, a complete loss in
connection with the Placing. It has relied upon its own examination and due
diligence of the Company and its associates taken as a whole, and the terms of
the Placing, including the merits and risks involved; 
 
(hh)     acknowledges that its commitment to subscribe for Placing Shares on
the terms set out herein and in the trade confirmation or Contract Note will
continue, notwithstanding any amendment that may in the future be made to the
terms of the Placing and that Placees will have no right to be consulted or
require that their consent be obtained with respect to the Company's conduct
of the Placing; 
 
(ii)        acknowledges that Stifel or any of its affiliates acting as an
investor for its own account may take up shares in the Company and in that
capacity may retain, purchase or sell for its own account such shares and may
offer or sell such shares other than in connection with the Placing; 
 
(jj)     represents and warrants that, if it is a pension fund or investment
company, its purchase of Placing Shares is in full compliance with all
applicable laws and regulation; and 
 
(kk)      to the fullest extent permitted by law, it acknowledges and agrees
to the disclaimers contained in the Announcement, including this Appendix. 
 
10.2     The representations, warranties, acknowledgments and undertakings
contained in this Appendix are given to Stifel and the Company and are
irrevocable and shall not be capable of termination in any circumstances. 
 
10.3     The agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares in question. Such agreement assumes that the Placing Shares are
not being subscribed for in connection with arrangements to issue depositary
receipts or to transfer the Placing Shares into a clearance service. If there
are any such arrangements, or the settlement relates to any other subsequent
dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be
payable, for which neither the Company nor Stifel will be responsible, and the
Placee to whom (or on behalf of whom, or in respect of the person for whom it
is participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and Stifel in the event that any of the Company and/or
Stifel has incurred any such liability to UK stamp duty or stamp duty reserve
tax. If this is the case, each Placee should seek its own advice and notify
Stifel accordingly. 
 
10.4     In addition, Placees should note that they will be liable for any
stamp duty and all other stamp, issue, securities, transfer, registration,
documentary or other duties or taxes (including any interest, fines or
penalties relating thereto) payable outside the UK by them or any other person
on the subscription by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares. 
 
10.5     Each Placee, and any person acting on behalf of the Placee,
acknowledges that Stifel does not owe any fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement. 
 
10.6     Each Placee and any person acting on behalf of the Placee
acknowledges and agrees that Stifel or any of its affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares. 
 
10.7     When a Placee or person acting on behalf of the Placee is dealing
with Stifel, any money held in an account with Stifel on behalf of the Placee
and/or any person acting on behalf of the Placee will not be treated as client
money within the meaning of the rules and regulations of the FCA made under
the FSMA. The Placee acknowledges that the money will not be subject to the
protections conferred by the client money rules; as a consequence, this money
will not be segregated from Stifel's money in accordance with the client money
rules and will be used by Stifel in the course of its own business and the
Placee will rank only as a general creditor of Stifel. 
 
10.8    Stifel is entitled, at its discretion and out of its own resources, at
any time to rebate to some or all of its investors, or to other parties
(including the Investment Adviser), part or all of its fees relating to the
Issue. 
 
10.9     All times and dates in this Announcement may be subject to amendment.
Stifel shall notify the Placees and any person acting on behalf of the Placees
of any changes. 
 
10.10   Past performance is no guide to future performance and persons needing
advice should consult an appropriately qualified independent financial
adviser. 
 
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement. 
 
All times and dates in this Announcement may be subject to amendment. 
 
DEFINITIONS 
 
In addition to the terms previously defined, the following definitions apply
throughout this Announcement unless the context otherwise requires: 
 
"Admission" means the admission of the Placing Shares to trading on the
Specialist Fund Segment of London Stock Exchange's Main Market for listed
securities and such admission becoming effective in accordance with the
Admission and Disclosure Standards; 
 
"Admission and Disclosure Standards" means the requirements contained in the
publication "Admission and Disclosure Standards" issued by the London Stock
Exchange containing admission requirements to be observed by companies seeking
admission to trading on the London Stock Exchange's markets for listed
securities; 
 
"affiliate" means a person controlling, controlled by or under common control
with that person; 
 
"Announcement" means this announcement (including the Appendix to it) relating
to the Placing; 
 
"Articles" means the articles of association of the Company as amended from
time to time; 
 
"Board" the board of directors of the Company from time to time; 
 
"Company" means Supermarket Income REIT plc; 
 
"Contract Note" means the contract notes to be signed by the Placees in favour
of the Company and Stifel acknowledging the terms of and conditions to the
Placing; 
 
"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & Ireland Limited is the Operator (as defined in
the CREST Regulations); 
 
"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI
2001/3755) as amended from time to time; 
 
"Directors" means the directors of the Company as at the date of this
Announcement; 
 
"Existing Portfolio" means the three supermarket real estate assets acquired
by the Company since the IPO; 
 
"FCA" means the Financial Conduct Authority of the United Kingdom; 
 
"FSMA" means the Financial Services and Markets Act 2000 (as amended); 
 
"Investment Adviser" means Atrato Capital Limited, incorporated and registered
in England and Wales under company number 10532978, the registered office of
which is at 33 Wigmore Street, London W1U 8DW; 
 
"IPO" means the admission of the Ordinary Shares to trading on the Specialist
Fund Segment of London Stock Exchange's Main Market for listed securities on
21 July 2017 raising £100 million of gross proceeds; 
 
"London Stock Exchange" means London Stock Exchange plc; 
 
"MAR" means Market Abuse Regulation (EU) No. 596/2014; 
 
"Ordinary Shares" means the ordinary shares of one pence each in the capital
of the Company; 
 
"Placee" means any person (including individuals, funds or otherwise) who
agree to subscribe for Placing Shares pursuant to the Placing; 
 
"Placing" means the proposed conditional placing of the Placing Shares by
Stifel, on behalf of the Company, with Placees, in each case pursuant to the
Placing Agreement; 
 
"Placing Agreement" means the placing agreement dated 26 October 2017 between
the Company, the Investment Adviser and Stifel in respect of the Placing; 
 
"Placing Price" means 100 pence per Placing Share; 
 
"Placing Shares" means up to 19,999,999 new Ordinary Shares to be issued to
certain Placees; 
 
"Prospectus Directive" means the Directive of the European Parliament and of
the Council of the European Union 2003/71/EC; 
 
"RPI" means the UK retail prices index, as calculated and published by the
Office for National Statistics on a monthly basis that measures the change in
the cost of a fixed basket of retail goods; 
 
"RCF" means the revolving credit facility of £100 million entered into between
the Company and HSBC date 30 August 2017; 
 
"Securities Act" means the US Securities Act of 1933, as amended; 
 
"Stifel" means Stifel Nicolaus Europe Limited, registered in England and Wales
with company number 04373759, whose registered office is at 150 Cheapside,
London EC2V 6ET; 
 
"Target Assets" means the five supermarket assets that were identified for
potential acquisition at IPO by the Investment Adviser; 
 
"Target Property" means the additional supermarket asset identified for
acquisition that is located in a central location in Scotland for
approximately £50 million; 
 
"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland; and 
 
"United States" or "US" means the United States of America, its territories
and possessions, any state of the United States, including the District of
Columbia, together with other areas that are subject to the jurisdiction of
the United States. 
 
This information is provided by RNS
The company news service from the London Stock Exchange