REG - Warehouse REIT PLC - Publication of Placing Programme Prospectus

Warehouse ReitAnnouncement

23/06/2022 13:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220623:nRSW9997Pa&default-theme=true

RNS Number : 9997P  Warehouse REIT PLC  23 June 2022

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OR SOLICITATION TO
PURCHASE SHARES IN ANY JURISDICTION. THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO, OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW
ZEALAND, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND,
JAPAN OR SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS
IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET
ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

23 June 2022

Warehouse REIT plc

(the 'Company' or 'Warehouse REIT')

Notice of General Meeting

Admission of the Existing Ordinary Shares to listing on the Official List of
the Financial Conduct Authority and to trading on the premium segment of the
Main Market of the London Stock Exchange

Publication of Placing Programme Prospectus

Further to the announcement made on 24 May 2022, Warehouse REIT is pleased to
announce that applications have been made and a prospectus (the "Prospectus")
has been published in relation to the proposed admission of its ordinary
shares ("Ordinary Shares") to listing on the Official List of the Financial
Conduct Authority and to trading on the premium segment of the Main Market of
the London Stock Exchange ("Admission").

The Company believes that the premium segment of the Main Market is the most
appropriate platform for the continued growth of the Company, as the
transition is expected to increase the Company's profile, broaden its
shareholder register, and facilitate the Company's eligibility for inclusion
in the FTSE UK Index Series.

It is expected that: (i) the Ordinary Shares will be admitted to the Official
List and to trading on the premium segment of the Main Market at 8.00 a.m. on
12 July 2022; and (ii) the Ordinary Shares will be cancelled from trading on
AIM at 8.00 a.m. on 12 July 2022. The last day of trading of the Ordinary
Shares on AIM is therefore expected to be 11 July 2022.

In order to reduce costs associated with potentially issuing new shares in the
future which may require a further prospectus, as well as to provide the
Company with increased operational flexibility to raise new equity capital to
invest in either its ongoing asset management initiatives or new investment
opportunities on an ongoing basis, the Company also confirms that it intends
to implement a placing programme pursuant to which up to 175 million Ordinary
Shares (the "New Ordinary Shares") may be issued under one or more
non-preemptive placings (the "Placing Programme") over a 12 month period.

The Company has convened a general meeting ("General Meeting") at which
resolutions will be proposed to seek authority for the issue of the New
Ordinary Shares pursuant to the Placing Programme and to approve minor changes
to the Company's investment policy to provide greater flexibility following
Admission. The General Meeting will be held at the offices of Reed Smith LLP
at The Broadgate Tower, 20 Primrose Street, London, EC2A 2RS at 10.00
a.m. (London time) on 11 July 2022. A notice of the General Meeting is
contained in the Prospectus published today on the Company's website
at https://www.warehousereit.co.uk/ (https://www.warehousereit.co.uk/) . In
addition, a copy of the Prospectus has been submitted to the National Storage
Mechanism and will shortly be available for viewing online
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Expected Timetable of Events

 Event                                                                        Time and date
 Publication of Prospectus                                                    23 June 2022
 Placing Programme opens                                                      23 June 2022
 General Meeting                                                              10.00 a.m. on 11 July 2022
 Announcement of results of General Meeting                                   by 5.00 p.m. on 11 July 2022
 Last day of dealings in Ordinary Shares on AIM                               11 July 2022
 Ordinary Shares cease to be traded on AIM                                    8.00 a.m. on 12 July 2022
 Admission and commencement of dealings in the existing Ordinary Shares       8.00 a.m. on 12 July 2022
 Placing Programme closes and last date for New Ordinary Shares to be issued  23 June 2023
 pursuant to the Placing Programme

 

The dates and times specified above are subject to change. In the event that a
date or time is changed, the Company will make a notification through a
Regulatory Information Service.

 

 Enquiries:                                                                                                                                                                                                                   via FTI Consulting

 Warehouse REIT plc
 Tilstone Partners Limited                                                                                                                                                                                                    +44 (0)1244 470 090

 Andrew Bird, Paul Makin, Peter Greenslade
 FTI Consulting (Financial PR & IR Adviser to the Company)                                                                                                                                                                    +44 (0)20 3727 1000

 Dido Laurimore, Richard Gotla, Ellie Perham-Marchant
 G10 Capital Limited (part of the IQEQ Group), AIFM                                                                                                                                                                           +44 (0)20 7397 5450

 Maria Glew
 Peel Hunt                                                                                                                                                                                                                    +44 (0)20 7418 8900

 Capel Irwin, Carl Gough, Henry Nicholls
 Jefferies                                                                                                                                                                                                                    +44 (0)20 7029 8000

 Tom Yeadon, Gaudi Le Roux, Harry Randall

Further information on Warehouse REIT is available on its website:

http://www.warehousereit.co.uk (http://www.warehousereit.co.uk/)

 

Notes to editors:

 

Warehouse REIT is an AIM listed UK Real Estate Investment Trust that invests
in logistics, e-commerce, industrial and last-mile warehouse assets in
strategic locations in the UK.

 

Occupier demand for urban warehouse space is increasing as the structural
growth in e-commerce has driven the rise in internet shopping and consequently
investment by retailers in the last mile delivery sector, yet supply remains
constrained giving rise to rental growth.

 

The Company is an alternative investment fund ("AIF") for the purposes of the
AIFM Directive and as such is required to have an investment manager who is
duly authorised to undertake the role of an alternative investment fund
manager. The Investment Manager is currently G10 Capital
Limited and Tilstone Partners Limited are the Investment Adviser.

 

The Company's purpose is to own and manage warehouses in economically vibrant
urban areas across the UK, providing the space its occupiers need for their
businesses to thrive.

 

As the Company grows, its vision is to become the UK's warehouse provider of
choice.

 

The Company's shares were admitted to trading on AIM in 2017.

 

Important Notice:

 

This announcement does not constitute an offer to sell, or the solicitation of
an offer to acquire or subscribe for, shares in the Company in any
jurisdiction. The distribution of this announcement outside the United Kingdom
may be restricted by law. No action has been taken by the Company that would
permit possession of this announcement in any jurisdiction outside the UK
where action for that purpose is required. Persons outside the United Kingdom
who come into possession of this announcement should inform themselves about
the distribution of this Announcement in their particular jurisdiction. Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.

The Ordinary Shares have not been, and will not be, registered under the US
Securities Act of 1933, as amended (the "US Securities Act"), or under the
securities laws of any state or other jurisdiction of the United States. The
Ordinary Shares may not be offered, sold, resold, transferred or delivered,
directly or indirectly, within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction in the United States.

Each of Jefferies International Limited ("Jefferies") and Peel Hunt
LLP ("Peel Hunt"), which are authorised and regulated in the United Kingdom
by the Financial Conduct Authority, are acting exclusively as joint sponsors
for the Company and no one else in connection with Admission. Neither
Jefferies nor Peel Hunt will regard any other person as their respective
clients 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 their respective clients, nor for providing advice in relation to
Admission, the contents of this announcement or any transaction, arrangement
or other matter referred to herein.

This announcement is the sole responsibility of the Company. None of
Jefferies, Peel Hunt, or any of their respective operating partners,
co-investors and joint venture partners, or any of their respective parent or
subsidiary undertakings, or the subsidiary undertakings of any such parent
undertakings, or any of such person's respective directors, officers,
employees, agents, affiliates or advisers or any other person ("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 this
announcement) or any other information relating to the Company, its
subsidiaries or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of this announcement or its contents or
otherwise arising in connection therewith. Jefferies, Peel Hunt, and their
respective affiliates accordingly disclaim all and any liability whatsoever
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. No representation or warranty, express or implied, is
made by Jefferies, Peel Hunt, or any of their respective affiliates as to the
accuracy, fairness, completeness or sufficiency of the information contained
in this announcement.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements" (including words such as "believe", "expect",
"estimate", "intend", "anticipate" and words of similar meaning). By their
nature, forward-looking statements involve risk and uncertainty since they
relate to future events and circumstances, and actual results may, and often
do, differ materially from any forward-looking statements. Any forward-looking
statements in this announcement reflect the Company's view with respect to
future events as at the date of this announcement. Save as required by
applicable law, the Company undertakes no obligation to publicly revise any
forward-looking statements in this announcement, whether following any change
in its expectations or to reflect events or circumstances after the date of
this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PDIUORURUNUNUAR