RCS - Mailbox REIT PLC - Agreement with IWG & extension of IPO timetable

WH IrelandAnnouncement

29/10/2020 11:50

RNS Number : 6301D
  
Mailbox REIT PLC
  
29 October 2020
  
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OR IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF CHINA (EXCLUDING THE HONG KONG SPECIAL ADMINISTRATIVE REGION), SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SO TO DO WOULD OR MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION") AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION, INCLUDING (WITHOUT LIMITATION) THE UNITED STATES, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF CHINA (EXCLUDING THE HONG KONG SPECIAL ADMINISTRATIVE REGION), SOUTH AFRICA OR JAPAN. INVESTORS SHOULD NOT SUBSCRIBE FOR, OR OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS PUBLISHED BY THE COMPANY.
 
29 October 2020
Mailbox REIT plc
("Mailbox REIT" or the "Company")
M7 Real Estate agrees terms for an innovative new agreement with IWG
to operate converted retail space at The Mailbox
 
Extension of IPO timetable
 
Mailbox REIT PLC (the "Company"), a newly formed single asset company which owns the Mailbox ("Mailbox" or the "Property"), a large prime office-led mixed use property in Birmingham, announces that M7 Real Estate, the property's current owner, has agreed head of terms for an innovative new arrangement with IWG plc, the global leader in flexible workspace solutions, at the Mailbox.  IWG has also expressed an intention to subscribe to the Company's placing, offer for subscription and intermediaries offer of ordinary shares in the capital of the Company ("Offer"), ahead of its proposed admission to IPSX.
Under the terms of the arrangement IWG will sign a 10 year management contract under its Spaces coworking brand over the entire 50,000 sq ft of new office space on Level 1 of the Mailbox.  The innovative arrangement will see occupiers of the Spaces offices pay rent directly to the Mailbox REIT with IWG's management fees based on a percentage of rent received.  This allows both IWG and the Company to benefit from the operational success of the flexible and serviced office space at the Mailbox.
In May 2020 M7 Real Estate secured planning consent to convert Level 1 from retail to offices in order to capture robust office demand in Birmingham and take advantage of higher average rents for office space compared to retail space.  The office conversion is due to commence before the end of the year and is due to complete in Q2 2021 with the new Spaces facility opening in Q3 the same year.
The Company's Prospectus, published on 30 September 2020, set out a target increase in net operating income on Level 1 from the current £1 per sq ft average for retail at the property to approximately £27.50 per sq ft for offices within three years.
To achieve the target £27.50 per sq. ft. proposed income the new Spaces at the Mailbox would need to achieve occupancy of c. 75%.  Based on comparable IWG locations in central Birmingham and other similar sites this could be achieved in two years.  On the same basis, occupancy at 85% (the Company's target) would equate to c. £34 per sq. ft., which is a significant premium to the current expectations.  
An additional £3.5 million is estimated to be required to meet the costs of fit out of Level 1 for the Spaces brand. In the view of the Directors and the AIFM, this expenditure is supported by the expected benefits of the Spaces arrangement together with the potential additional spending power its users are expected to bring to the other occupiers.  The Board and the AIFM believe that this represents a key step towards the Mailbox becoming the number one 'Live Work Play' destination in central Birmingham.
Extension of IPO Timetable
The Directors and the AIFM believe that this arrangement will significantly improve the potential future income profile of the Mailbox and the Company, and therefore should be attractive to investors.  As a result, the Directors and the AIFM have decided to extend the offer timetable by a further six weeks, to allow the definitive agreement with IWG to be put in place and to provide time for the Company to issue a supplementary prospectus in relation to the amended size of the Offer required  to raise an additional £3.5 million to pay for the fit out.  The revised timetable is as follows:
 



Latest time and date for receipt of completed Application Forms in respect of the Offer for Subscription and from Intermediaries in respect of the Intermediaries Offer
 


11 a.m. on 08 December 2020




Announcement of the results of the Offer
 


11 December 2020




Admission and commencement of dealings in the Ordinary Shares on IPSX
 


14 December 2020



 
Richard Croft, Executive Chairman of M7 Real Estate, said: "This innovative new agreement will mark a significant acceleration of our asset management plan for the Mailbox and underlines both the building's appeal to occupiers and the continued strength of the Birmingham office market.  We believe the Spaces facility is the perfect complement to the traditional office space we have in the Mailbox, particularly against a backdrop of COVID, providing an additional suite of amenities for existing and new occupiers alike, as well as on the doorstep 'home' offices for the residents of the 144 apartments within the Mailbox footprint and those in the surrounding area."
 
Mark Dixon, CEO of IWG said: "The Mailbox is one of the premier office sites in Birmingham and a great location for our next Spaces location in the city.  As a low rise building which offers a wide range of retail and F&B amenities in a superb canal side location we believe it will be enormously appealing to potential customers, especially given the lack of office supply in the city.  We are also very pleased to have agreed this innovative structure which sees both ourselves and the property owner share in the future success of the operation.  We look forward to working with the M7 Real Estate asset management team to bring forward this new site and to a successful future together."
 
FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:



M7 Real Estate Financial Services Limited (AIFM)


(via FTI Consulting below)




Richard Croft, David Ebbrell, Tony Edgley


















WH Ireland Limited (IPSX Lead Adviser and Joint Bookrunner)


T: 020 7220 1666




Advisory - Chris Hardie, James Sinclair-Ford, Darshan Patel








Broking - Adam Pollock, Jasper Berry, Melvyn Brown


















Panmure Gordon (UK) Limited (Joint Bookrunner)


T: 020 7886 2500




Daniel Norman, Nicholas Harland, Ailsa Macmaster


















Equiniti (Intermediary)


T: 0371 384 2050 (from inside the UK)
+44 333 207 6388 (from outside the UK)








E: Intermediaries@equiniti.com
























FTI Consulting (PR Adviser)


Tel: 020 3727 1000




Richard Sunderland, Claire Turvey, Eve Kirmatzis


E: MailboxREIT@FTIConsulting.com
 



Further information on the Company can be found on its website www.themailboxreit.com.
 
 
DISCLAIMER / FORWARD LOOKING STATEMENTS 
Important notice
This announcement does not constitute an offer or recommendation concerning the securities referred to in this advertisement. Any prospective investor is recommended to consult an independent professional adviser as to the suitability of the securities referred to in this announcement for the person concerned.   
The information contained 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, fairness or completeness.
Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into, the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Offer and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such offer or sale would be unlawful. The Ordinary Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States. The Ordinary Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being or will be made in the United States. 
In relation to each member state of the EEA and the United Kingdom (each a "Member State") which has implemented Alternative Investment Fund Managers Directive (Directive (2011/61/EU)) (the "AIFMD"), the information contained in this announcement may only be distributed (and Ordinary Shares may only be offered or placed in a Member State) to the extent that: (1) the Company is permitted to be marketed in the relevant Member State in accordance with AIFMD (as implemented into the local law/regulation of the relevant Member State); or (2) this information may otherwise be lawfully distributed and the Ordinary Shares may otherwise be lawfully offered or placed in that Member State (including at the initiative of the investor).  Accordingly, this announcement is not addressed to or directed at persons in Relevant Member States in which the provision of this announcement to such persons would constitute unlawful marketing within the meaning of the relevant national rules implementing AIFMD. No offering or placement of units or shares to investors domiciled or with a registered office in any Member State shall occur unless and until such requirements are satisfied and this communication shall not constitute any such offering or placement.
The actual number of Ordinary Shares to be issued pursuant to the Offer will be determined by the Company and the Joint Bookrunners (as defined below) after taking into account the demand for the Ordinary Shares and prevailing economic market conditions. The information in this announcement and in the Prospectus should be read in light of the actual number of Ordinary Shares to be issued in the Offer.
The Offer timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offer will proceed and that Admission will occur and you should not base your financial decisions on the Group's intentions in relation to the Offer and Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. 
Each of the Group and WH Ireland, Panmure Gordon (UK) Limited ("Panmure Gordon" and together with WH Ireland, the "Joint Bookrunners"), and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any of the forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise. 
WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Joint Bookrunner and Lead Adviser for the Company and no-one else in connection with the Offer and Admission and will not regard any other persons as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland, nor for providing advice in connection with the Offer and Admission or any other matter or arrangement referred to in this announcement.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Joint Bookrunner for the Company and no-one else in connection with the Offer and Admission and will not regard any other persons as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon, nor for providing advice in connection with the Offer and Admission or any other matter or arrangement referred to in this announcement.
This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus published by Mailbox REIT PLC in connection with Admission. Copies of the Prospectus are available from the Company's registered office and on the Company's website at www.themailboxreit.com, subject to applicable securities laws. Any purchase of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus issued by the Group in connection with the Offer. Before purchasing any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which set out in the Prospectus. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares or any other securities 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, any contract therefor. 
In connection with the Offer, each of the Joint Bookrunners and any of their respective affiliates, acting as investors for their own accounts, may purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Group or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being offered, acquired, sold, placed or otherwise dealt in should be read as including any offer, sale, acquisition, placing or dealing in the Ordinary Shares by any of the Joint Bookrunners and any of their affiliates acting as investors for their own accounts. In addition, certain of the Joint Bookrunners or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. None of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Apart from the responsibilities and liabilities, if any, which may be imposed on any of the Joint Bookrunners by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, none of Joint Bookrunners, or any of their respective affiliates, directors, officers, employees, advisers 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, 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. The Joint Bookrunners and their affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company and the Asset Manager, for which they would have received customary fees. The Joint Bookrunners and their affiliates may provide such services to the Company, the Asset Manager or members of the Group in the future.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.
PRIIPS REGULATION
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 ("PRIIPs") and its implementing and delegated acts (the "PRIIPs Regulation"), a key information document in respect of the Ordinary Shares will be prepared by the Company and made available to investors in the United Kingdom at www.themailboxreit.com, subject to applicable securities regulations. If you are distributing the Ordinary Shares, it is your responsibility to ensure that the relevant key information document is provided to any clients that are "retail clients".  Ordinary Shares are not available to "retail clients" in Relevant Member States other than in the United Kingdom. 
INFORMATION TO 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 ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (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 Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.
 
 

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