Independent Living - Publication of a Prospectus
12/09/2022 14:20
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RNS Number : 0178Z Independent Living REIT PLC 12 September 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN,
THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE, OR TO ANY PERSON
TO WHOM, TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION. 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 FOR OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the FCA and is not a prospectus. Investors should not
subscribe for or purchase any shares referred to in this announcement except
on the basis of information contained in the prospectus dated 12 September
2022 published by the Company in connection with the admission of shares in
the capital of the Company to listing on the premium segment 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 (the "Prospectus"). It is
recommended that potential investors read the Prospectus before making an
investment decision in order to fully understand the potential risks and
rewards associated with the decision to subscribe for or purchase the shares
referred to in this document.
Copies of the Prospectus are, subject to certain access restrictions,
available for inspection on the Company's website:
www.independentlivingreit.com and will shortly be made available for viewing
at the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Defined terms in this announcement will have the same meaning as defined in
the Prospectus
12 September 2022
Independent Living REIT plc
(LON: LIVE)
Publication of Prospectus
Further to its Intention to Float announcement on 12 September 2022, the board
of directors of Independent Living REIT plc (the "Company"), is pleased to
announce the publication of the Prospectus in connection with the initial
public offering ("IPO") of the Company's ordinary shares and proposed
admission of its ordinary Shares to the Official List of the Financial Conduct
Authority and to trade on the premium segment of the London Stock Exchange's
main market ("Admission").
The Company is targeting gross issue proceeds of £150 million through the
issuance of new ordinary shares in the Company by way of an Initial Placing,
Offer for Subscription and Intermediaries Offer (the "Issue") at an issue
price of £1.00 per ordinary share.
The Company will seek to address the shortage of high-quality supported
housing, delivering capital growth and inflation-linked income returns for its
investors while providing a fair deal for society through savings to the UK
taxpayer and improved outcomes for residents.
Atrato Partners Limited ("Atrato") is acting as the Investment Adviser to the
Company.
Further details of the Issue are set out in the Prospectus which, subject to
certain access restrictions, will shortly be available on the Company's
website (www.independentlivingreit.com).
A copy of the Prospectus will also be submitted to the National Storage
Mechanism and will shortly be available at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)
RBC Europe Limited, trading as RBC Capital Markets Limited ("RBC") is acting
as Sole Sponsor, Broker and Bookrunner to the Company. Solid Solutions
Associates (UK) Limited ("Solid Solutions") is acting as Intermediaries Offer
Adviser to the Company.
EXPECTED TIMETABLE
Event Time and date
Publication of the Prospectus 12 September 2022
Latest time and date for applications under the Offer for Subscription 11:00 a.m. on 29 September 2022
Latest time and date for applications from the Intermediaries in respect of 2:00 p.m. on 29 September 2022
the Intermediaries Offer
Latest time and date for applications under the Initial Placing 2:00 p.m. on 29 September 2022
Announcement of results of the Initial Issue 30 September 2022
Expected date of Admission of the Ordinary Shares issued pursuant to the 4 October 2022
Initial Issue
Ordinary Shares issued pursuant to the Initial Issue issued and credited to As soon as reasonably practical on 4 October 2022
CREST accounts
Dispatch of definitive share certificates for Ordinary Shares in certificated Within 10 Business Days of Initial Admission
form issued pursuant to the Initial Issue
This timetable is subject to change at the discretion of the Investment
Adviser and RBC.
The Company's LEI is 213800KTOJ7GZV624U24
ENQUIRIES
Atrato Partners (Investment Adviser) +44 77 959 75560
David Blakeborough
Tom Still
Christopher Fearon
RBC Capital Markets +44 20 7653 4000
Elliot Thomas
Charlie Foster
Max Avison
Solid Solutions +44 7850 825 701
Nigel Morris
Kaso Legg Communications (PR adviser) LIVE@kl-communications.com (mailto:LIVE@kl-communications.com)
Stephanie Ross +44 20 3995 6699
Vasu Guigan
Disclaimer
The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved as a financial promotion by
RBC Europe Limited, trading as RBC Capital Market, ("RBC") solely for the
purposes of section 21(2)(b) of the Financial Services and Markets Act 2000
("FSMA") (as amended). RBC is authorised and regulated in the United Kingdom
by the FCA and registered in England (Company No. 00995939) with its
registered address at 100 Bishopsgate, London EC2N 4AA.
This announcement is not intended to be investment advice. 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 or
other securities in the Company.
The target returns and dividends set out in this announcement are targets only
and are not profit forecasts. There can be no assurance that these targets can
or will be met and they should not be seen as an indication of the Company's
expected or actual results or returns. The Company's ability to distribute
dividends will be determined by the existence of sufficient distributable
reserves, legislative requirements and available cash reserves. Accordingly,
investors should not place any reliance on these targets in deciding whether
to invest in Shares or assume that the Company will make any distributions at
all.
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. The information 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.
Recipients of this announcement who are considering acquiring Ordinary Shares
following publication of the Prospectus are reminded that any such acquisition
must be made only on the basis of the information contained in the Prospectus
and any supplementary prospectus (if any) published by the Company prior to
Admission. Copies of the Prospectus will, subject to certain access
restrictions, shortly be available on the Company's website which can, be
accessed at www.independentlivingreit.com
(http://www.independentlivingreit.com) . A subscription for 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.
Potential investors should not base their financial decision on this
announcement. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation concerning a possible offer. The value of shares
can decrease as well as increase. Potential investors should consult a
professional advisor as to the suitability of a possible offer for the person
concerned.
The approval of the Prospectus by the FCA should not be understood as an
endorsement of the securities that are the subject of the Prospectus.
Potential investors are recommended to read the Prospectus before making an
investment decision in order to fully understand the potential risks and
rewards associated with a decision to invest in the securities.
This announcement is not for publication or distribution, directly or
indirectly, in or into the United States. This announcement is not an offer of
securities for sale into the United States. The Company is not and will not be
registered under the U.S. Investment Company Act of 1940, as amended and
investors will not be entitled to the benefit of that Act. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, (the "Securities Act") or the securities
laws of any state in the United States and may not be offered or sold in the
United States, except pursuant to an applicable exemption from, or in a
transaction not subject to, registration under the Securities Act. No public
offering of securities is being made in the United States.
Neither the U.S. Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy of this document. Any representation to the contrary is a criminal
offence in the United States.
This announcement may not be used for the purpose of, and does not constitute,
an offer to sell, or the solicitation of an offer to acquire or subscribe, for
the Company's shares by anyone in any jurisdiction or in any circumstances in
which such offer or solicitation is unlawful or not authorised or would impose
any unfulfilled registration, qualification, publication or approval
requirements on the Company and/or RBC.
No public offering of securities has been or will be made in the United
States. Subject to certain exceptions, the securities referred to herein may
not be offered or sold in any member state of the EEA (other than the
Netherlands and the Republic of Ireland), Australia, Canada, Japan or the
Republic of South Africa, or for the account or benefit of, any national,
resident or citizen of any member state of the EEA (other than the Netherlands
and the Republic of Ireland), Australia, Canada, Japan or the Republic of
South Africa. Copies of this announcement are not being, and should not be,
distributed or sent, directly or indirectly, into or within the United States,
Australia, Canada, Japan or the Republic of South Africa.
This announcement is only addressed to, and directed at, persons in member
states of the European Economic Area or the United Kingdom who are "qualified
investors" within the meaning of Article 2(e) the UK version of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017
on the prospectus to be published when securities are offered to the public or
admitted to trading on a regulated market which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended by The Prospectus
(Amendment, etc) (EU Exit) Regulations 2019 (the "Prospectus Regulation")
("Qualified Investors").
In addition, this communication is only addressed to, and directed at, persons
in member states of the European Economic Area to the extent it is permitted
to market into the relevant European Economic Area jurisdiction pursuant to
the EU Directive on Alternative Investment Fund Managers (No. 2011/61/EU) (if
and as implemented into local law); or can otherwise be lawfully offered or
sold (including on the basis of an unsolicited request from a professional
investor).
This announcement includes 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", "forecasts", "projects", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology. These forward-looking statements include
all matters that are not historical facts. All forward-looking statements
address matters that involve risks and uncertainties and are not guarantees of
future performance. There are a number of factors that could cause actual
results and developments to differ materially from those expressed or implied
by these forward-looking statements. These factors include, but are not
limited to, changes in general market conditions, legislative or regulatory
changes, changes in taxation regimes, the Company's ability to invest its cash
in suitable investments on a timely basis and the availability and cost of
capital for future investments. Subject to their respective legal and
regulatory obligations (including under the Prospectus Regulation Rules), the
Company, Atrato Partners Limited (the "Investment Adviser") and RBC
expressly disclaim any obligations or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required to do so by
law or any appropriate regulatory authority, including FSMA, the listing rules
made by the FCA under section 73A of FSMA (the "Listing Rules"), the rules and
regulations made by the FCA under Part VI of FSMA as amended from time to time
(the " Prospectus Regulation Rules"), the disclosure guidance and transparency
rules made by the FCA under Part VI of FSMA (the " Disclosure Guidance and
Transparency Rules"), the Prospectus Regulation and the UK version of
Regulation (EU) No. 596/2014 on market abuse which is part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended.
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 an RIS announcement, 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. RBC is authorised and regulated in
the United Kingdom by the FCA and registered in England (Company No. 00995939)
with its registered address at 100 Bishopsgate, London EC2N 4AA.
RBC is acting exclusively for the Company and no one else in connection with
the subject matter of this announcement. RBC will not regard any other person
as its client in relation to the subject matter of this announcement and will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in relation to
the contents of this announcement or any transaction, arrangement or other
matter referred to herein.
Apart from the responsibilities and liabilities, if any, which may be imposed
on RBC by FSMA, or the regulatory regime established thereunder, or under the
regulatory regime of any other jurisdiction where exclusion of liability under
the relevant regime would be illegal, void or unenforceable, none of the
Company, the Investment Adviser, RBC 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 the
Investment Adviser, 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 Adviser and RBC, 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.
Information for 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 MiFID Laws (including the FCA's
Product Intervention and Governance Sourcebook ("PROD")) (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 Issue Shares have been subject to a
product approval process, which has determined that such Issue 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 PROD; and (ii) eligible for distribution through all distribution
channels as are permitted by PROD for each type of investors (the "Target
Market Assessment").
The Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Initial Issue and the Placing Programme. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, RBC will only procure investors
through the Initial Placing or any Subsequent Placing who meet the criteria of
professional clients and eligible counterparties.
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Issue Shares may decline and investors could lose all or part
of their investment; the Issue Shares offer no guaranteed income and no
capital protection; and an investment in the Issue 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. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Initial Issue and the Placing Programme. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, RBC will only
procure investors through the Initial Placing or any Subsequent Placing who
meet the criteria of professional clients and eligible counterparties. For the
avoidance of doubt, the Target Market Assessment does not constitute: an
assessment of suitability or appropriateness for the purposes of the UK MiFID
Laws and/or EU MiFID II; or a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Issue Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Issue Shares and
determining appropriate distribution channels.
PRIIPs Regulation
In accordance with the UK version of the EU PRIIPs Regulation (1286/2014)
which is 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 an
investment in the Ordinary Shares has been prepared by the Company and is
available to investors at www.independentlivingreit.com
(http://www.independentlivingreit.com) . 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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