TIDMRECI TIDMTTM TIDMTTM
RNS Number : 5267Z
Real Estate Credit Investments Ltd
15 December 2017
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER
JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
This announcement is an advertisement and not a prospectus. In
relation to the Placing (as defined below), investors should not
purchase or subscribe for any transferable securities referred to
in this announcement except on the basis of information in the
prospectus published on 23 February 2017, as supplemented by the
supplementary prospectus published on 16 June 2017 (together, the
"Prospectus") by Real Estate Credit Investments Limited in
connection with the Placing Programme and the admission of certain
of its new Ordinary Shares to the Official List of the Financial
Conduct Authority (the "Official List") and to trading on the
Premium Segment of the London Stock Exchange's Main Market (the
"London Stock Exchange"). Copies of the Prospectus are available at
the Company's registered office and are available for viewing at
the National Storage Mechanism at www.morningstar.co.uk/uk/nsm. In
relation to the Tap Issue (as defined below), investors should not
purchase or subscribe for any transferrable securities referred to
in this announcement except on the basis of information published
by the Company that is publicly available. This announcement does
not constitute or form a part of any offer to sell or issue, or a
solicitation of any offer to purchase or otherwise acquire,
securities by any US Persons or in the United States or in any
other jurisdiction. Neither this announcement nor any part of it
shall form the basis of or be relied on in connection with or act
as an inducement to enter into any contract or commitment
whatsoever. Terms not defined in this announcement shall have the
meaning given to them in the Prospectus.
15 December 2017
Real Estate Credit Investments Limited
Proposed Issue of new Ordinary Shares
Real Estate Credit Investments Limited ("RECI" or the "Company")
today announces that it intends to raise minimum gross proceeds of
GBP15 million though the issue of new Ordinary Shares in the
Company to new and existing investors (the "Issue").
The Board, as advised by the Investment Manager, continues to be
positive about the investment opportunities available within the UK
and Western European real estate credit markets and the Company has
an attractive pipeline of investment opportunities. In light of the
above, the Board believes the launching of the Issue is in the best
interests of the Company and its Shareholders as a whole.
The price at which each new Ordinary Share will be issued
pursuant to the Issue will be 167 pence (the "Issue Price").
The Issue is for a minimum of 8,982,036 new Ordinary Shares. The
Company has capacity to issue up to 10,710,962 new Ordinary Shares
on a non-pre-emptive basis pursuant to the Company's Placing
Programme (the "Placing"); and (ii) up to a further 10,260,753 new
Ordinary Shares on a non-pre-emptive basis (the "Tap Issue"),
further details of which are set out below.
All new Ordinary Shares to be issued under the Issue will, when
issued and fully paid, confer the right to receive all dividends or
other distributions made, paid or declared, if any, by reference to
a record date after the date of their issue. For the avoidance of
doubt, the new Ordinary Shares issued under the Issue will not be
entitled to the second interim dividend of 3.0 pence per Ordinary
Share declared by the Company on 1 December 2017. The second
interim dividend is to be paid on 5 January 2018 to shareholders on
the register at the close of business on 15 December 2017. The
ex-dividend date is 14 December 2017.
The net proceeds of the Issue will be used to invest primarily
in debt secured by commercial or residential properties in the
United Kingdom and Western Europe which might take the form of (i)
securitised tranches of secured real estate related debt
securities, for example, RMBS and CMBS and (ii) secured real estate
loans (comprising senior or mezzanine tranches), debentures or any
other form of debt instrument.
Liberum Capital Limited ("Liberum") has been appointed as Sole
Bookrunner to procure placees to participate in the Issue.
The Issue has opened today and existing and prospective
investors are invited to contact Liberum for further details of the
Issue. The book will close at the sole discretion of Liberum. The
Issue is not underwritten. The Company and Liberum reserve the
right to decrease the size of the Issue in their absolute
discretion.
A further announcement will be made on the closing of the
bookbuild process, which is expected later today.
The terms and conditions of the Placing are included in the
Prospectus which is available for inspection at the Company's
registered office and via the National Storage Mechanism at
www.morningstar.co.uk/nsm.
The Tap Issue does not form part of the Placing Programme. The
new Ordinary Shares being issued pursuant to the Tap Issue are
being issued under the Company's general authority to allot and
issue equity securities contained in Article 5 of the Company's
articles of incorporation. The Tap Issue will be conducted by the
Company on a non-pre-emptive basis pursuant to the authority
granted to the Directors by an extraordinary resolution of the
Shareholders passed at the Company's annual general meeting held on
11 September 2017. The Tap Issue is being conducted by the Company
pursuant to Article 1(5)(a) of Regulation (EU) 2017/1129 such that
the Company is not required to publish a prospectus in connection
with the Tap Issue. Notwithstanding the foregoing, the terms and
conditions set out in Part VII of the Prospectus apply to the Tap
Issue as if it were a placing under the Placing Programme, save
that reference in the terms and conditions to a Placee subscribing
for new Ordinary Shares in reliance solely on the Prospectus and
any supplementary prospectus, or similar, shall be read, in the
case of the Tap Issue, as reference to information published by the
Company that is publicly available.
This announcement has been prepared by, and is the sole
responsibility of, Real Estate Credit Investments Limited. This
announcement has been released by Lisa Garnham of State Street
(Guernsey) Limited, Secretary of the Company.
For further information please contact:
Cheyne Capital Management (UK) +44 (0)20 7968
LLP 7482
Nicole Von Westenholz (Investor
Relations)
+44 (0)20 3100
Liberum Capital Limited (Bookrunner) 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Henry Freeman
Important notice
This announcement is an advertisement and not a prospectus.
In relation to the Placing, investors should not purchase or
subscribe for any transferable securities referred to in this
announcement except on the basis of information in the Prospectus
in connection with the Placing Programme and the admission of
certain of its new Ordinary Shares to the Official List and to
trading on the London Stock Exchange. Copies of the Prospectus are
available at the Company's registered office and are available for
viewing at the National Storage Mechanism at
www.morningstar.co.uk/uk/nsm.
In relation to the Tap Issue, Article 1(5)(a) of Regulation (EU)
2017/1129 provides that the obligation to publish a prospectus
shall not apply to the admission to trading on a regulated market
of any securities fungible with securities already admitted to
trading on the same regulated market, provided that they represent,
over a period of 12 months, less than 20 per cent. of the number of
securities already admitted to trading on the same regulated
market. The number of new Ordinary Shares to be issued by the
Company pursuant to the Tap Issue is less than 20 per cent. of the
number of Ordinary Shares admitted to trading on the London Stock
Exchange as at the date of this announcement and the Company has
therefore not issued a prospectus in connection with the Tap Issue.
Accordingly, investors should not purchase or subscribe for any
transferrable securities pursuant to the Tap Issue except on the
basis of information published by the Company that is publicly
available.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
All investments are subject to risk, including the loss of the
principal amount invested. Past performance is no guarantee of
future returns. Potential investors should be aware that any
investment in the Company is speculative, involves a high degree of
risk, and could result in the loss of all or substantially all of
their investment. Results can be positively or negatively affected
by market conditions beyond the control of the Company or any other
person.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction 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 or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities and no information in this
announcement should be construed as providing financial, investment
or other professional advice. Any recommendations that may be
contained in this announcement have not been based upon a
consideration of the investment objectives, financial situation or
particular needs of any specific recipient. Each prospective
investor should consult its own legal, business, tax and other
advisers in evaluating any investment opportunity.
This announcement is only addressed to or directed at persons in
the United Kingdom who: (i) have professional experience in matters
relating to investments and fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order; or (iii) are other persons
to whom it may otherwise lawfully be communicated (all such persons
referred to in (i), (ii) and (iii) together being "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to and will only be engaged
in with the persons referred to in (i), (ii) and (iii).
Neither this announcement nor any part or copy of it may be
taken or transmitted into the United States, Australia, Canada,
South Africa or Japan, or distributed, in whole or in part,
directly or indirectly, to any US Persons or in or into the United
States, Australia, Canada, South Africa, Japan or any other
jurisdiction where, or to any other person to whom, to do so would
constitute a violation of applicable law. Any failure to comply
with this restriction may constitute a violation of applicable law.
This announcement does not constitute or form a part of any offer
to sell or issue, or a solicitation of any offer to purchase or
otherwise acquire, securities by any US Persons or in the United
States or in any other jurisdiction. Persons into whose possession
this announcement comes should observe all relevant
restrictions.
The Company has not been and will not be registered under the US
Investment Company Act and as such investors are not and will not
be entitled to the benefits of the US Investment Company Act. The
Ordinary Shares have not been and will not be registered under the
US Securities Act or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not
be offered, sold, resold, pledged, taken up, exercised, renounced,
delivered, distributed or transferred, directly or indirectly, into
or within the United States or to, or for the account or benefit
of, US Persons, 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 of the United States and in
a manner which would not result in the Company being required to
register as an "investment company" under the US Investment Company
Act. In connection with the Issue, subject to certain exceptions,
offers and sales of Ordinary Shares will be made only outside the
United States in "offshore transactions" to non-US Persons pursuant
to Regulation S under the US Securities Act. There has been and
will be no public offering of the Ordinary Shares in the United
States.
Neither the US Securities and Exchange Commission, nor any
securities regulatory authority of any state or other jurisdiction
of the United States, has approved or disapproved of the securities
of the Company or passed upon or endorsed the merits of any
offering of such securities.
Prospective investors should take note that any securities may
not be acquired by (i) investors using assets of (A) an "employee
benefit plan" as defined in Section 3(3) of US Employee Retirement
Income Security Act of 1974, as amended ("ERISA") that is subject
to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the
US Tax Code, including an individual retirement account or other
arrangement that is subject to Section 4975 of the US Tax Code; or
(C) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Tax Code or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Liberum is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Liberum is acting for the Company and
no one else in connection with the Issue and will not be
responsible to anyone other than the Company for providing the
protections afforded to clients of Liberum or for affording advice
in relation to any transaction or arrangement referred to in this
announcement. This announcement does not constitute any form of
financial opinion or recommendation on the part of Liberum or any
of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities.
Forward-looking statements
This announcement may contain forward-looking statements
regarding the financial condition, results of operations, cash
flows, dividends, financing plans, business strategies, operating
efficiencies, budgets, capital and other expenditures, competitive
positions, growth opportunities, plans and objectives of management
and other matters relating to the Company. Statements in this
announcement that are not statements of historical facts are hereby
identified as forward-looking statements. In some instances,
forward-looking statements can be identified by the use of forward-
looking terminology, including terms such as "projects",
"forecasts", "anticipates", "expects", "believes", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology.
By their nature, forward-looking statements involve risk and
uncertainty as they relate to future events and circumstances.
Forward-looking statements are not guarantees of future
performance, and the actual results, performance or achievements of
the Company, and development of the markets and the industries in
which it operates or is likely to operate, may differ materially
from those-described in, or suggested by, any forward-looking
statements contained in this announcement. In addition, even if
actual results, performance, achievements or developments are
consistent with any forward-looking statements contained in this
announcement in a given period, those results, performance,
achievements or developments may not be indicative of results,
performance, achievements or developments in subsequent periods. A
number of factors could cause results, performance, achievements
and developments to differ materially from those expressed or
implied by any forward- looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation and currency
fluctuations.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events, speak only as
of their date and are subject to change without notice. Save as
required by applicable law or regulation, the Company and the other
parties named in this announcement expressly disclaim any
obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as
a result of new information, future developments or otherwise.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEZMMMZZKRGNZM
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