Proposed Placing

RNS Number : 4044H

AEW UK REIT PLC

30 November 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO OR FROM THE UNITED STATES, OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA

This announcement is an advertisement and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in AEW UK REIT plc (the "Company") or securities in any other entity, in any jurisdiction, including the United States, 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.

Any investment decision must be made exclusively on the basis of the prospectus which was published on 23 April 2015 by the Company in connection with the admission of ordinary shares of the Company to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities (the "Prospectus").

30 November 2015

AEW UK REIT plc

Proposed Placing

AEW UK REIT plc (the "Company") launched in May 2015 and raised gross proceeds of £100.5m. It is a real estate investment trust, which aims to deliver an attractive total return to Shareholders from investing predominantly in a portfolio of smaller commercial properties in the United Kingdom.

The Company has invested approximately £88m in such properties, including a £9.75m investment in the AEW UK Core Property Fund. AEW UK Investment Management LLP (the "Investment Manager") has properties totalling £24m under offer on behalf of the Company, which are expected to complete by the end of the year. Completing on these properties (including the acquisition costs) will result in full deployment of the net IPO proceeds, and £20m drawn under the Company's loan facility.

The Investment Manager has identified an attractive pipeline of further investment opportunities that are currently being offered for sale and that meet the Company's investment policy, investment strategy, return profile and fundamental requirements. The Investment Manager believes that it would be able to put a number of these assets under offer before the end of the year. Accordingly, the Company now announces that it is looking to raise equity in order to realise this current pipeline.

Placing of Shares

The Company is targeting an issue of up to 30m new Shares at an issue price of 101p ("New Shares") by way of a subsequent placing (the "Placing") under its Placing Programme. The number of New Shares to be issued may be increased if the Directors are satisfied that the net proceeds can be deployed with a view to minimising the effect of cash drag on the existing Shares. In addition, the Directors may reduce the maximum number of New Shares to be issued if the pipeline of investments changes prior to the closing of the Placing. The net proceeds from the issue of New Shares will be used to acquire smaller commercial properties in the United Kingdom, in line with the Company's investment policy.

Dexion Capital plc is acting as Sponsor and sole bookrunner in relation to the Placing.

The Placing will close at 12.00 p.m. on 9 December 2015.

Dividends

The Company has previously declared a first interim dividend from launch to 31 October 2015 of 1.5p per Share, which will be payable to Shareholders on the register on 11 December 2015. Investors who participate in the Placing will not qualify for this first interim dividend.

In the absence of unforeseen circumstances, the Company intends to pay a quarterly dividend for the period to 31 January 2016 of 2p, in line with the dividend target set out at launch¹.  The Company expects that this dividend will be split into a second interim dividend for the period from 1 November 2015 to 14 December 2015 (the date immediately prior to Admission), and a third interim dividend for the period from 15 December 2015 to 31 January 2016. Existing Shareholders on the register prior to closing of the Placing will qualify for the second and third interim dividends.  New Shares issued pursuant to the Placing will qualify for the third interim dividend. Both the second and third interim dividends will be paid in March 2016.

A further announcement will be made as to the amount of the second interim dividend.

Timetable

The dates and times specified below are subject to change without further notice. References to times are to London times. Any changes to the expected Placing timetable will be notified by the Company through a Regulatory Information Service.

Latest time and date for receipt of commitments under the Placing		12.00 noon on 9 December 2015
Results of the Placing announced		10 December 2015
Admission and commencement of unconditional dealings in the New Shares		8.00 a.m. on 15 December 2015
Crediting of CREST accounts in respect of the New Shares		8.00 a.m. on 15 December 2015

Terms used and not defined in this announcement have the meanings given to them in the Prospectus.

Enquiries

For further information please contact:

AEW UK Investment Management LLP Dana Eisner/Nicki Gladstone	020 7016 4800
Dexion Capital plc Katie Standley	020 7832 0900

Important Information

The distribution of this announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Investment Manager or Dexion Capital plc ("Dexion") that would permit an offering of the New Shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, the Investment Manager and Dexion to inform themselves about, and to observe, such restrictions.

The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities or regulatory authority of any state or other jurisdiction of the United States and the New Shares may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the New Shares in the United States. The New Shares are being offered or sold only outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S thereunder. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act.

Recipients of this announcement are reminded that applications for New Shares may be made solely on the basis of the information and opinions contained in the Prospectus.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or the Investment Manager or Dexion or any of their respective directors, partners, officers, employees, agents or advisers or any other person (whether or not referred to in this announcement) as to the accuracy, completeness or fairness of the information contained herein and no responsibility or liability is accepted by any of them for any such information or opinions.

No offer or invitation to subscribe for or acquire shares in the Company is being made by or in connection with this announcement.

Dexion, which is authorised and regulated in the United Kingdom by the FCA is acting exclusively for the Company and for no-one else in connection with the arrangements referred to in this announcement and will not regard any other person as a client in relation to such arrangements and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dexion, nor for providing advice in connection with the arrangements referred to in this announcement.

 

[1] This is a target only and not a profit forecast. There can be no assurance that the target can or will be met and it should not be taken as an indication of the Company’s expected or actual future results. Accordingly, Shareholders or potential investor in the Company should not place any reliance on this target in deciding whether or not to invest in the Company or assume that the Company will make any distributions at all and should decide for themselves whether or not the target dividend yield is reasonable or achievable.

 

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