TIDMRECI
RNS Number : 8338C
Real Estate Credit Investments Ltd
13 February 2020
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.
Capitalised terms used in this announcement and not otherwise
defined shall have the meanings ascribed to them in the definitions
section set out below.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") to be published by
Real Estate Credit Investments Limited in connection with the
Placing Programme (as defined below) and the admission of certain
of its ordinary shares (the "New Ordinary Shares") to listing on
the premium segment of the UK Financial Conduct Authority's
Official List and to trading on the premium segment of the London
Stock Exchange's Main Market for securities admitted to trading.
Copies of the Prospectus will be available in due course at the
Company's registered office and will be available for viewing at
the National Storage Mechanism at
http://www.morningstar.co.uk/uk/NSM. 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.
13 February 2020
Real Estate Credit Investments Limited
(the "Company")
Proposed Placing Programme and Notice of Extraordinary General
Meeting
Further to the Company's announcement on 4 February 2020, the
Board is pleased to announce its intention to establish a placing
programme for the issue of up to 150 million New Ordinary Shares
(the "Placing Programme") to enable the Company to raise capital in
an efficient and cost-effective manner over the next 12 months.
The Placing Programme is conditional upon, amongst other things,
a resolution being passed at an extraordinary general meeting of
the Company to be convened for 10 March 2020 (the "EGM"). A
Circular, containing a notice convening the EGM, will be sent to
Shareholders today.
The Company is expected to shortly publish a prospectus setting
out full details of the Placing Programme (the "Prospectus") and a
further announcement in relation to the publication of the
Prospectus will be made in due course.
The Circular will shortly be available on the national storage
mechanism at http://www.morningstar.co.uk/uk/NSM and will also be
available on the Company's website at www.recreditinvest.com.
Highlights:
-- The proposed Placing Programme is intended to enable the
Company to raise additional capital through the issue of up to 150
million New Ordinary Shares for the period of 12 months from the
date of the publication of the Prospectus.
-- Assuming 150 million New Ordinary Shares are issued under the
Placing Programme, the Company will raise gross proceeds of
approximately GBP249 million based on the latest unaudited Net
Asset Value per Ordinary Share of 166.0 pence as at 31 January
2020.
-- The funds raised from the Placing Programme will be invested
in accordance with the Company's strategy and investment objective
and policy to grow its portfolio.
-- Liberum Capital Limited ("Liberum") has been appointed as
Sponsor and Bookrunner in relation to the Placing Programme.
Bob Cowdell, Chairman of Real Estate Credit Investments Limited,
commented:
"Following the success of the recent oversubscribed tap issue,
the proposed Placing Programme will position the Company to carry
out further issues and take advantage of attractive investment
opportunities over the next year."
For further information please contact:
Cheyne Capital Management (UK) LLP +44 (0)20 7968 7450
Richard Lang / Sophie Turner
Liberum Capital Limited (Sponsor and
Bookrunner) +44 (0)20 3100 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Laura Hamilton
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The anticipated dates and sequence of events relating to the
implementation of the Placing Programme are set out below:
Publication of Circular 13 February 2020
Publication of Prospectus on or around 21 February
2020
Record date for participation and voting close of business
at the EGM on 8 March 2020
Latest time and date for the receipt of 2:00 p.m. on 8 March
Proxy Appointments for the EGM* 2020
Extraordinary General Meeting 2:00 p.m. on 10 March
2020
Authority in place to issue New Ordinary Following the conclusion
Shares under the Placing Programme (assuming of the EGM on 10
the Resolution is passed at the EGM) March 2020
Admission and crediting of CREST accounts 8.00 a.m. on the
in respect of each Business Day on which
Placing New Ordinary Shares
are issued
Placing Programme closes the date falling
12 months after the
date of publication
of the Prospectus
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this announcement
may be adjusted by the Company, in which event details of the new
times and dates will be notified to the Financial Conduct
Authority, and an announcement will be made on a RIS.
References to times in this announcement are to London times
unless otherwise stated.
* Please note that the latest time for receipt of Proxy
Appointments in respect of the EGM is 48 hours prior to the time
allotted for the EGM.
PLACING PROGRAMME STATISTICS
Maximum number of New Ordinary Shares under
the
Placing Programme 150,000,000
Maximum size of Placing Programme* GBP249 million
ISIN for Ordinary Shares GB00B0HW5366
SEDOL for Ordinary Shares B0HW536
Ordinary Shares ticker RECI
* Calculated using 31 January 2020 unaudited NAV per Ordinary
Share of 166.0 pence. The Placing Price applicable to each Placing
under the Placing Programme will be determined by reference to the
Net Asset Value per Ordinary Share as at the month-end immediately
preceding the Placing.
Minimum subscription per investor pursuant to each Placing
within the Placing Programme is GBP10,000.
1. Introduction
Following the expiry on 1 November 2019 of the Company's placing
programme launched on 2 November 2018, and the Company's recent
share issuance earlier this month exhausting the Board's authority
to issue new Ordinary Shares granted by the Ordinary Shareholders
at the 17 September 2019 AGM, the Board wishes to seek Ordinary
Shareholder approval in connection with the proposed successor
Placing Programme, further details of which are set out below in
this announcement and will be set out in the Prospectus which is
expected to be published on or around 21 February 2020.
An Extraordinary General Meeting is being convened at which
Ordinary Shareholders will be asked to consider whether to
dis-apply the pre-emption rights contained in the Articles in
respect of 150 million New Ordinary Shares for the purposes of
issuing New Ordinary Shares pursuant to the Placing Programme, such
disapplication to have effect for the duration of the Placing
Programme (the "Proposal").
The Proposal described in this announcement is conditional on
Ordinary Shareholder approval, which is being sought at the EGM to
be held at the registered office of the Company at East Wing,
Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The
EGM will be held at 2:00 p.m. on 10 March 2020.
2. Background to and rationale for the Placing Programme
On 2 November 2018, the Company launched a placing programme
which was approved by Ordinary Shareholders at the extraordinary
general meeting of the Company held on 29 November 2018. On 24 May
2019, the Company announced that it had raised gross proceeds of
GBP78 million through the issue of 45,882,253 new Ordinary Shares.
On 1 October 2019, the Company announced that a further placing
raising gross proceeds of GBP17 million through the issue of
10,208,480 new Ordinary Shares had been completed. That placing
programme expired on 1 November 2019, having raised aggregate gross
proceeds of GBP95 million, which further diversified the Company's
investor base and enhanced the liquidity of the Company's Ordinary
Shares.
As at the date of this announcement, the proceeds raised
pursuant to the most recent placing programme have been fully
invested in accordance with the Company's investment strategy and
such investments are supporting the Company in continuing to
deliver on its investment objective to provide Ordinary
Shareholders with attractive and stable returns, primarily in the
form of quarterly dividends.
On 4 February 2019, the Company announced that it had completed
a further placing of 19,920,363 new Ordinary Shares which raised
gross proceeds of GBP33.5 million. The placing was oversubscribed
and exhausted the remaining authority to issue Ordinary Shares on a
non-pre-emptive basis granted to the Board at the Company's annual
general meeting held on 17 September 2019.
Following these issues, the total number of Ordinary Shares in
issue as at the date of this announcement is 229,332,478 (with no
shares held in treasury) and the Company's market capitalisation as
at the date of this announcement is in excess of GBP385
million.
Throughout the last placing programme, markets were overshadowed
by economic, political and Brexit uncertainties. Subsequently, the
UK general election result in December 2019 and the departure of
the UK from the European Union on 31 January 2020 have provided
some clarity for markets and investors, notwithstanding the ongoing
challenges and uncertainty of outcome of the negotiation of
transition arrangements with the European Union and other
international trade agreements.
The Board, as advised by the Investment Manager, continues to be
positive about the investment opportunities available within real
estate credit markets. It is the Investment Manager's view that,
whilst economic and Brexit related uncertainty exists, the UK and
Western European real estate markets (and, in particular, those in
France and Germany) continue to offer an attractive combination of
underlying tenant demand, relatively liquid investment markets and
a shortage of debt capital.
Given this backdrop, and in light of the positive prospects for
further investments by the Company in the short to medium term, the
Directors believe that implementing the Placing Programme is in the
best interests of the Company and the Shareholders as a whole and
should lead to:
-- an attractive level of returns from new investments;
-- a reduction in the total expense ratio, by spreading the
Company's fixed running costs over a larger Ordinary Shareholder
base; and
-- an improved free float and introduction of new investors,
which may enhance liquidity in the Ordinary Shares.
If the Placing Programme is implemented and New Ordinary Shares
are placed successfully, the Net Placing Proceeds will be deployed
in new real estate credit investment opportunities, and to fund the
existing undrawn loan commitments the Company has already closed,
in accordance with the Investment Objective and Policy, which the
Directors believe should provide:
-- greater scope to expand and diversify the Investment Portfolio; and
-- a better position for the Company to take advantage of the
attractive investment opportunities which both the Directors and
the Investment Manager anticipate will continue to arise for the
foreseeable future. The Investment Manager believes that the best
risk-adjusted opportunities currently lie in senior loans and core
income bonds.
(For the above purposes, "core" means that the asset benefits
from having long term income.)
Pending investment of the Net Placing Proceeds in accordance
with the Investment Objective and Policy, the Company may invest
the net proceeds in short term money market funds. The Company does
not intend to apply leverage to such temporary investments.
The Company intends to issue up to 150 million New Ordinary
Shares pursuant to the Placing Programme, subject to the Company
being able to source suitable investments over the duration of the
Placing Programme. The maximum number of New Ordinary Shares
available under the Placing Programme should not be taken as an
indication of the number of New Ordinary Shares finally to be
issued.
The Placing Programme will be flexible and may have a number of
closing dates in order to provide the Company with the ability to
issue New Ordinary Shares over a period of time.
Placings will not be conducted on a pre-emptive basis, therefore
Existing Ordinary Shareholders who do not participate in a Placing
will have their percentage holding diluted following each issue of
New Ordinary Shares. Assuming that the maximum number of New
Ordinary Shares are issued under the Placing Programme (being 150
million), this would result in a dilution of approximately 39.5 per
cent. in Existing Ordinary Shareholders' voting control of the
Company.
The Placing Programme is conditional upon the Existing Ordinary
Shareholders passing the Resolution (described below) at the
EGM.
In addition, each allotment and issue of New Ordinary Shares
pursuant to the Placing Programme is conditional, among other
things, on:
-- Admission of the New Ordinary Shares issued pursuant to such allotment and issue; and
-- the Placing Agreement not being terminated in accordance with
its terms and any particular Placing not being terminated in
accordance with the terms of the Placing Agreement.
In circumstances where these conditions are not fully satisfied,
the relevant issue of New Ordinary Shares pursuant to the Placing
Programme will not take place.
Liberum has been appointed by the Company to use reasonable
endeavours to procure subscribers for the New Ordinary Shares in
accordance with the Placing Agreement.
The Placing Programme will not be underwritten. The minimum
gross proceeds in respect of any Placing will be agreed between the
Company and Liberum in consultation with the Investment
Manager.
Subject to the requirements of the Listing Rules, the price at
which each New Ordinary Share will be issued pursuant to each
Placing will be no less than the aggregate of the published Net
Asset Value per Existing Ordinary Share at the time of issue (after
deducting any dividend per Ordinary Share in relation to which the
New Ordinary Shares to be issued pursuant to the relevant Placing
will not participate and that was declared subsequent to the date
on which the relevant Net Asset Value per Ordinary Share was
calculated) and such sum as equates to the costs, expenses and
commissions attributable to such Placing and may, in the Directors'
sole discretion, include a premium. The Placing Price in relation
to each Placing will be announced by the Company via an RIS
announcement in advance of that Placing.
3. The resolution to disapply pre-emption rights
The Articles contain pre-emption rights in respect of the
allotment or sale for cash of "equity securities" (which include
Ordinary Shares), and such pre-emption rights can be disapplied by
way of an Extraordinary Resolution. The Board feels that this
disapplication is appropriate for a closed-ended investment fund
such as the Company and gives the Company adequate flexibility to
capture opportunities for investment.
The disapplication of pre-emption rights in relation to the
Placing Programme on the basis explained in this announcement is
proposed through the Resolution to be proposed at the EGM.
The notice convening the EGM will be set out at the end of the
Circular, which will be despatched to Ordinary Shareholders
shortly.
The Resolution to be proposed at the EGM will be proposed as an
Extraordinary Resolution to disapply the pre-emption rights in the
Articles in respect of 150 million New Ordinary Shares to be issued
pursuant to the Placing Programme, such disapplication to have
effect for the duration of the Placing Programme (unless previously
renewed, varied or revoked by the Company in a general meeting)
(the "Resolution"). As at the date of this announcement, this
equates to approximately 65 per cent. of the Existing Ordinary
Shares in issue.
All persons holding Ordinary Shares at close of business on 8
March 2020, or if the EGM is adjourned, on the register of Ordinary
Shareholders of the Company at close of business on the date
falling 48 hours before the time of the adjourned EGM, shall be
entitled to attend, speak or vote at the EGM and shall be entitled
on a poll to 1 vote per Ordinary Share held. As at the date of this
announcement, there are 229,332,478 Ordinary Shares in issue (with
no shares held in treasury).
If the Resolution, which is an Extraordinary Resolution, is not
passed at the EGM, the Company will not be able to carry out
Placings pursuant to the Placing Programme unless the Ordinary
Shareholders resolve to disapply pre-emption rights at a future
general meeting of the Company.
4. Action to be taken
Whether or not Ordinary Shareholders intend to attend the EGM,
they should ensure their Proxy Appointment is submitted by one of
the following means:
(1) return the Form of Proxy, to be enclosed with the Circular,
in hard copy form by post, by courier or by hand to Link Asset
Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF; or
(1) in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out in the notes to the notice of the EGM provided
with the Circular.
In each case, the Proxy Appointment must be received by the
Company not less than 48 hours before the time for holding of the
EGM. To be valid, the relevant Proxy Appointment should be
completed in accordance with the instructions accompanying it and
lodged with the Company's registrars by the relevant time.
Submission of a Proxy Appointment will not affect an Ordinary
Shareholder's right to attend, speak and vote at the EGM.
A quorum consisting of two Ordinary Shareholders present in
person or by proxy is required for the EGM.
5. Recommendation
The Board, as advised by Liberum, considers that the Proposal is
in the best interests of the Company and Shareholders as a whole.
Accordingly, the Board unanimously recommends that Ordinary
Shareholders vote in favour of the Resolution to be proposed at the
EGM. Ordinary Shareholders are therefore urged to complete and
submit their Proxy Appointment, whether or not they intend to
attend the EGM.
Definitions
In this announcement the words and expressions listed below have
the meanings set out opposite them, except where the context
otherwise requires:
"ABS" asset-backed securities which are debt
securities which have their interest
and principal repayments sourced principally
from a generic group of income-producing
assets
"Admission" admissions of the New Ordinary Shares
issued pursuant to Placings under the
Placing Programme to the premium segment
of the Official List and to trading
on the premium segment of the Main
Market and such admissions becoming
effective
"Articles" the articles of incorporation of the
Company adopted from time to time
"Board" or "Directors" the board of directors of the Company
"Brexit" the United Kingdom's withdrawal from
the European Union
"Business Day" any day (other than a Saturday or a
Sunday) on which commercial banks are
open for general business in London
and Guernsey
"Circular" the Circular to be despatched to Ordinary
Shareholders containing the Notice
of EGM
"CMBS" commercial mortgage-backed securities,
being interests in or obligations secured
by a commercial mortgage loan or a
pool of commercial mortgage loans
"Companies Law" The Companies (Guernsey) Law, 2008,
as amended
"Company" Real Estate Credit Investments Limited,
an authorised closed-ended investment
scheme limited by shares and incorporated
under the laws of Guernsey with registered
number 43634
"CREST" the relevant system as defined in the
CREST Regulations in respect of which
Euroclear is operator (as defined in
the CREST Regulations) in accordance
with which securities may be held in
uncertificated form
"EGM" or "Extraordinary the extraordinary general meeting of
General Meeting" the Company convened for 2:00 p.m.
on 10 March 2020 (or any adjournment
thereof), notice of which is set out
at the end of the Circular
"Existing Ordinary Shareholders" the holders of Existing Ordinary Shares
"Existing Ordinary Shares" the ordinary shares of no par value
in issue in the capital of the Company
as at the date of the Circular
"Extraordinary Resolution" a resolution passed by a majority of
not less than 75 per cent. of the Existing
Ordinary Shareholders present and voting
in person or by proxy
"Financial Conduct Authority" the Financial Conduct Authority, and
or "FCA" including any successor thereof, acting
in its capacity as the competent listing
authority for the purposes of Part
6 of FSMA
"Form of Proxy" the form of proxy accompanying the
Circular
"FSMA" the Financial Services and Markets
Act 2000, as amended
"Gross Placing Proceeds" the aggregate value of the New Ordinary
Shares issued under the Placing Programme
at the Placing Price
"Investment Manager" Cheyne Capital Management (UK) LLP
"Investment Objective the investment objective and policy
and Policy" of the Company, as will be set out
in the section entitled "Investment
Objective and Policy" in Part I of
the Prospectus
"Investment Portfolio" the total assets of the Company which,
when taken together, at any time, may
include the ABS, MBS, RMBS, CMBS or
other investments, rights to investments,
instruments and securities in which
the Company's assets are invested from
time to time
"Liberum" Liberum Capital Limited
"Link Asset Services" a trading name of Link Market Services
Limited
"Listing Rules" the Listing Rules made by the FCA pursuant
to Part VI of the UK Financial Services
and Markets Act 2000, as amended from
time to time
"London Stock Exchange" London Stock Exchange plc
"Main Market" the London Stock Exchange's regulated
market for securities admitted to trading
"MBS" mortgage-backed securities
"Net Asset Value" or "NAV" the value of the assets of the Company
less its liabilities (including accrued
but unpaid fees) determined by the
Directors in their absolute discretion
in accordance with the accounting principles
adopted by the Directors
"Net Placing Proceeds" the Gross Placing Proceeds less applicable
fees and expenses of the Placing Programme
"New Ordinary Shares" the ordinary shares of no par value
in the capital of the Company to be
issued pursuant to the Placing Programme
"Official List" the official list maintained by the
FCA pursuant to Part VI of FSMA
"Ordinary Shareholders" holders of Ordinary Shares from time
to time
"Ordinary Shares" the ordinary shares of no par value
in the capital of the Company which,
prior to the first Admission to take
place pursuant to the Placing Programme,
consist of Existing Ordinary Shares
and, thereafter, will include the New
Ordinary Shares
"Placees" those investors participating in the
Placing Programme
"Placing" any placing of New Ordinary Shares
to one or more investors pursuant to
the Placing Programme
"Placing Agreement" the placing agreement between the Company,
the Investment Manager and Liberum
in connection with the Placing Programme
"Placing Price" the price at which the New Ordinary
Shares will be issued pursuant to any
Placing to Placees
"Placing Programme" the proposed programme of placings
of an aggregate of up to 150 million
New Ordinary Shares as will be described
in the Prospectus and having a duration
of 12 months from the date of publication
of the Prospectus
"Proposal" the item of business to be discussed
at the EGM
"Prospectus" the prospectus to be issued in connection
with the Placing Programme expected
to be published on or around 21 February
2020
"Proxy Appointment" the appointment, by a member entitled
to attend and vote at the EGM, of a
proxy to attend and vote instead of
the member at the EGM, made by one
of the means described in paragraph
4 of this announcement
"Real Estate Credit Investments" real estate credit secured by commercial
or residential properties in the United
Kingdom and Western Europe
"Resolution" the resolution to be proposed at the
EGM, as contained in the notice of
EGM with the Circular
"RIS" Regulatory Information Service
"RMBS" residential mortgage-backed securities,
being interests in or obligations secured
by pools of residential mortgage loans
"Sterling" the lawful currency of the United Kingdom
Important notice
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 proposed 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.
This announcement does not constitute and may not be construed
as an offer to sell or issue, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement (including, without limitation, any
illustrative modelling information contained herein), or its
completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
All investments are subject to risk, including the risk of loss
of the principal amount invested. Past performance is not a
reliable indicator of future results. 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.
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
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 Placing Programme, 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 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 Internal Revenue Code of 1986, as amended (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 solely for the
Company and no one else in connection with the Placing Programme
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 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 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 or visit www.rns.com.
END
MSCFLFETFVIFLII
(END) Dow Jones Newswires
February 13, 2020 02:00 ET (07:00 GMT)
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