TIDMALSP
RNS Number : 7615D
Ace Liberty & Stone PLC
21 October 2022
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE
INFORMATION FOR
THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS
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Ace Liberty and Stone plc
("Ace" or "the Company")
Proposed Open Offer of up to 18,238,835 New Ordinary Shares at
25 pence per share
Ace Liberty and Stone Plc (AQSE: ALSP), the active property
investment company capitalising on commercial property investment
opportunities across the UK, is pleased to announce that it will
raise up to GBP4,559,708.75 (before fees and expenses) through an
Open Offer by way of the issue of New Ordinary Shares at an Issue
Price of 25 pence per New Ordinary Share. The Issue Price
represents an approximate 60.09 per cent. Discount to the Closing
Price of 64 pence per Ordinary Share on the Latest Practicable
Date. The New Ordinary Shares will automatically be admitted to
trading on the AQSE Growth Market following an announcement by the
Company confirming completion of the Open Offer. It is expected
that Admission will occur on 30 November 2022.
The Open Offer is conditional, inter alia, on the passing of the
Resolutions by Shareholders at the General Meeting, which is to be
held at 11.00am on 16 November 2022 at Finsgate, 5-7 Cranwood
Street, London, EC1V 9EE. The Resolutions are set out in the Notice
of General Meeting being posted to shareholders today.
The Open Offer is being made on the basis that there is no
minimum subscription amount, and accordingly applications may be
accepted and New Ordinary Shares may be allotted notwithstanding
that the Open Offer is not subscribed for in full.
If the Resolutions to be proposed at the General Meeting are not
passed, the Open Offer will not proceed. Those who have applied for
Offer Shares will have their application and the amounts subscribed
for Offer Shares returned.
Each Qualifying Shareholder will be entitled to apply for
additional Offer Shares under the Excess Application Facility. The
entitlement to Excess Shares is subject to the total number of
Offer Shares for which applications are received during the Offer
Period not being greater than the maximum of 18,238,835 New
Ordinary Shares, in which case the Excess Shares for which
Qualifying Shareholders have applied will be scaled back in
proportion to the respective numbers of Offer Shares of those who
have applied for Excess Shares.
The funding will be used to allow the Company to start
implementing the strategy to acquire additional properties as set
out in the section headed Background to and Reasons for the Open
Offer below. The proposals allow existing shareholders to
participate in the fundraising in order to raise equity for the
implementation of this strategy in a cost-effective manner.
The terms and conditions of the Open Offer, including the Excess
Application Facility, will be set out in the circular to
Shareholders. The circular to Shareholders will set out the reasons
for the Open Offer and provide further information on the Open
Offer. It is expected that the circular to Shareholders will be
posted on 21 October 2022 and will also be available on the
Company's website, https://acelibertyandstone.com/. Terms used in
this announcement have the same meanings as set out in the Open
Offer circular unless otherwise defined herein.
Background to and reasons for the Open Offer
The impact of Covid 19 in the period since March 2020 has
resulted in very difficult trading conditions for all companies.
Ace has performed well with a low level of defaults from tenants
and minimal concessions to enable tenants to continue trading. In
many cases, concessions to tenants have been compensated by
improvements to the lease terms which will benefit the Company in
the medium to long term. Where tenants have needed short term
support by deferring rental payments, this has been concluded and
all receipts are now up to date.
During the same period, the Company has repaid the maturing loan
from Lloyds Banking Group with the proceeds of a new facility with
Coutts and Co. This establishes Coutts as the Company's sole
provider of secured finance and is a welcome confirmation of
support which has been in place since 2019.
During the re-finance process, four properties were sold and the
proceeds used to temporarily reduce borrowings. Following the
drawdown of the new loan at a higher Loan to Value ratio, these
funds are available for the acquisition of new properties.
The Company is in a strong position with a good level of rental
income and a portfolio of properties which has potential for a
further increase in capital value.
International events, as well as the UK political and economic
situation, have created a very uncertain economic situation. The
directors believe this will open up opportunities to acquire
high-yielding properties to strengthen the portfolio and provide
income for the coming years
The directors are conscious of the support provided by
shareholders and believe it is right and fair to offer the
opportunity to participate at the present time on advantageous
terms.
The Board acknowledges the importance of the continuing support
of shareholders. The Open Offer gives smaller Shareholders the
opportunity to participate in the fundraising. The Open Offer also
enables all Qualifying Shareholders to participate in the
fundraising on a pro rata basis and with the ability to apply for
Offer Shares in addition to their proportionate entitlement.
Accordingly, the Directors believe that an Open Offer of New
Ordinary Shares is in the best interests of the Company and
Shareholders as the funds raised should enable the Company to
progress with its strategy to grow the value of the portfolio of
investment properties.
Current trading and outlook
The Company has recently published its results for the year
ended 30 April 2022 which show an increase in profit before tax of
49% compared to the previous year. The accounts show profit before
tax for the year ended 30 April 2022 of GBP2,066,232 compared to
GBP1,386,072 for the comparative period a year earlier. This was
achieved by a reduction in administration and finance costs which
more than offset the slightly lower rental income resulting from
the property sales. Shareholders' funds at 30 April 2022 were up
5.6% from GBP32,196,180 to GBP33,988,485. Furthermore the balance
sheet at 30 April 2022 shows a reduction in the debt to equity
ratio from 176% in 2021 to 132%.
Based on these results, the directors proposed a dividend of 3.4
pence per share payable on or about 21 October 2022, the first such
payment for three years. With the conclusion of the re-finance and
resumption of normal, post-Covid, trading, it is expected that
dividends will continue to be paid dependent of profits earned and
cash generated.
Use of Proceeds
The Company is seeking up to GBP4,559,708.75 to continue to
build its portfolio of properties with good rental income, sound
covenants and potential for capital value increases. The directors
are in continuous touch with the commercial property market and
constantly receive approaches for purchase and sale transactions.
These are evaluated and pursued depending on the quality of the
opportunity and available funds. It is not possible to specify
which properties are to be purchased once the additional funding is
available. The amount that is raised by way of the Open Offer will
put the Company in a better position to take advantage those
opportunities that are most attractive. Future purchases will be
consistent with the existing successful strategy; all property
transactions are announced on the AQSE Growth Market.
Intentions of the Directors in relation to the Open Offer
The Directors intend to take up their Open Offer Entitlements
(relating to Existing Ordinary Shares held by them in their own
name or for which they are beneficial owners (e.g. held in a
nominee account)) in full and subscribe for shares in the Excess
Application Facility to subscribe for an aggregate of 1,021,192
Open Offer Shares as set out below:
Open Offer Entitlement Excess Application Total Number
Shares Facility of Open Offer
Directors Shares
Dr Tony Ghorayeb
(Non-Executive Chairman) 115,095 115,095 230,190
----------------------- ------------------- ---------------
Ismail Ghandour
(Chief Executive) 12,493 12,493 24,986
----------------------- ------------------- ---------------
Ivan Minter (Chief
Financial Officer) 6,781 6,781 13,562
----------------------- ------------------- ---------------
Keith Pankhurst
(Senior Independent
Director) 32,310 32,310 64,620
----------------------- ------------------- ---------------
Kayssar Ghorayeb
(Non-Executive Director) 63,230 63,230 126,460
----------------------- ------------------- ---------------
Hikmat El-Rousstom
(Non-Executive Director) 280,687 280,687 561,374
----------------------- ------------------- ---------------
Expected Timetable of Events
Record Date for entitlement to participate 6.00 p.m. on 20 October
in the Open Offer 2022
Announcement of the General Meeting and
Open Offer and dispatch of the Circular 21 October 2022
and the Application Form
Expected ex-entitlement date for the 8.00 a.m. on 21 October
Open Offer 2022
Basic Entitlements and Excess Open Offer 8.00 a.m. on 24 October
Entitlements credited to Stock Accounts 2022
in CREST of Qualifying CREST Shareholders
Recommended latest time for requesting 4.30 p.m. on 8 November
withdrawal of Basic Entitlements and 2022
Excess Open Offer Entitlements from CREST
Latest time for depositing Basic Entitlements 3.00 p.m. on 9 November
and Excess Open Offer Entitlements into 2022
CREST
Latest time and date for splitting Application
Forms 3.00 p.m. on 10 November
(to satisfy bona fide market claims only) 2022
Latest time and date for receipt of completed
Application Forms 11.00 a.m. on 14 November
and payment in full under the Open Offer 2022
or settlement of relevant CREST instructions
(as appropriate)
Latest time and date for receipt of completed 11.00 a.m. on 14 November
Forms of Proxy or receipt of CREST Proxy 2022
Instructions for the General Meeting
General Meeting 11.00 a.m. on 16 November
2022
Allotment of New Ordinary Shares 8.00 a.m. on 30 November
2022
Admission of the New Ordinary Shares
to trading on 8.00 a.m. on 30 November
AQSE Growth Market 2022
Expected date of dispatch of definitive
share certificates for the by 6 December 2022
New Ordinary Shares in certificated form
(certificated holders only)
Admission, Settlement and dealings
The result of the Open Offer is expected to be announced on 30
November 2022. Admission to trading of the New Ordinary Shares on
the AQSE Growth Market will take place automatically following an
announcement by the Company confirming completion of the Open
Offer. It is expected that Admission will become effective and that
dealings in the Open Offer Shares, fully paid, will commence at
8.00 a.m. on 30 November 2022.
Ismail Ghandour, Chief Executive Officer, commented:
"The directors believe the current political and economic
turmoil in the UK will create opportunities for worthwhile property
investment. Ace is a strong, well-positioned group which, following
a successful Open Offer, will have a war chest to enable it to
respond quickly to market changes for the long term benefit of
shareholders."
-ends-
For further information, please contact:
Ace Liberty & Stone Plc
Ivan Minter, Financial Director Tel: +44 (0) 20 7201 8340
http://acelibertyandstone.com
Alfred Henry Corporate Finance
Ltd,
AQSE Growth Market Corporate Adviser
Jon Isaacs / Nick Michaels Tel: +44 (0) 20 3772 0021
www.alfredhenry.com
SP Angel Corporate Finance LLP
Broker
Vadim Alexandre / Rob Rees Tel: +44 (0)20 3470 0470
www.spangel.co.uk
- ends -
The Directors accept responsibility for this announcement.
Notes to Editors
Ace Liberty & Stone Plc is a property investment company
with a diverse portfolio of properties located across the UK,
predominantly in the midlands and north of England, which are now
the focus of Government incentives. The Company locates commercial
properties which have creditworthy tenants, several years' rental
income and the potential for an increase in value through creative
asset management activity, such as change of tenancy, change of use
or new lease negotiation. Ace has maintained a track record of
generating strong profits at disposal of properties and achieving
better-than average returns on capital. With strong support from
shareholders and mortgage lenders, the Company is currently seeking
to deploy its strong balance sheet and is seeking further
investment opportunities in the UK to create value for existing and
new investors.
Ace is run by a board with extensive property experience, an
excellent network of contacts and relevant professional
qualifications. This sector expertise has allowed the Board to
identify opportunities and act promptly to secure investments.
For more information on the Company please visit
www.acelibertyandstone.com
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