Publication of a Prospectus and Notice of an EGM

RNS Number : 1154G

Picton Property Income Limited

01 May 2014

 



THIS ANNOUNCEMENT (INCLUDING THE IMPORTANT INFORMATION) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A OF THE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT PROSPECTUS (WHICH HAS BEEN PUBLISHED FOLLOWING APPROVAL BY THE UK LISTING AUTHORITY) CAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE.

Picton Property Income Limited

("Picton", or the "Company")

1 May 2014                              

Publication of a Prospectus and Notice of an EGM

Further to the announcement by Picton earlier today that it is proposing to issue up to 59,322,034 New Ordinary Shares at 59 pence per New Ordinary Share by way of an Initial Placing and Offer for Subscription (together the "Initial Offers"), and also instigate a Placing Programme, the Company announces that a Prospectus relating to the Initial Offers and Placing Programme (the "Prospectus") has been approved by the UK Listing Authority ("UKLA"), as competent authority under the Prospectus Directive, and issued by the Company.

The Prospectus is available for inspection in electronic form on the Company's website, www.pictonproperty.co.uk. and will shortly be available for inspection at the registered office of the Company at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL. A copy of the prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.

Notice is also hereby given that an Extraordinary General Meeting ("EGM") of the Shareholders of Picton will be held at Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands at 10.00am, 19 May 2014 in order to approve certain resolutions relating to the Initial Offers and Placing Programme. Copies of the Notice of EGM will be posted to shareholders in due course.

The expected timetable of principal events in connection with the Initial Offers and Placing Programme is as follows:

Expected Timetable

The Initial Placing and Offer for Subscription:
Publication of Prospectus and Initial Placing and Offer for Subscription open	1 May 2014
Latest time and date for receipt of Application Forms and payment in full under the Offer for Subscription	12.00 noon on 15 May 2014
Extraordinary General Meeting	10.00am on 19 May 2014
Latest time and date for receipt of Placing commitments under the Initial Placing	3.00pm on 19 May 2014
Results of the Initial Placing and Offer for Subscription announced	20 May 2014
Admission and crediting of CREST stock accounts in respect of the Initial Offers	8.00am on 23 May 2014
The Placing Programme:
Placing Programme opens	1 May 2014
Earliest date for New Ordinary Shares to be issued pursuant to the Placing Programme	23 May 2014
Placing Programme closes and last date for issue or sale of New Ordinary Shares under the Placing Programme	30 April 2015

The times and dates set out in the expected timetable and mentioned throughout this document may be adjusted by the Company in which event details of the new times and dates will be notified, as required, to the UKLA and the London Stock Exchange and, where appropriate, Shareholders and an announcement will be made through an regulatory information service ("RIS"). All reference to times and dates are to London times unless otherwise stated.

Transactions in a Close Period - Listing Rule 15.5.1(4)

In accordance with Listing Rule 15.5.1(4), the Company confirms that it is satisfied that all inside information which the Directors and the Company may have in the period leading up to the announcement of its annual results has previously been and will continue to be notified via a RIS and, therefore, the dealings referred to in Listing Rule 15.5.1(3) are permitted.

The Company and persons discharging managerial responsibilities for the Company are therefore exempt during the close period from the provisions of the Model Code in respect of dealings in the Company's own securities. If, in the period leading up to the announcement of the annual results, the Directors, the Company or any person discharging managerial responsibilities come into possession of any inside information, this will be notified via a RIS before any such transactions are undertaken.

The close period to which this notification relates is in respect of the year ended 31 March 2014.

Capitalised terms used in this announcement and not otherwise defined shall have the meaning given to them in the Prospectus.

For further information:

Picton Property Income Limited
David Sauvarin	Telephone: [phone]
Picton Capital Limited
Michael Morris	Telephone: [phone]
Oriel Securities Limited
Roger Clarke, Tom Yeadon	Telephone: [phone]
J.P.Morgan Cazenove
William Simmonds, Ed Murray	Telephone: [phone]
Tavistock Communications Jeremy Carey, James Verstringhe	Telephone: [phone]

Important Information

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. 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 or completeness, This Announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.

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 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 published by the Company and any supplement thereto in connection with the admission of ordinary shares of the Company to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.

J.P. Morgan Cazenove which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority and Oriel Securities Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (together, the Joint Sponsors), are acting exclusively for the Company and no-one else in connection with the Capital Raise or the matters referred to in this Announcement, will not regard any other person as their respective client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the Capital Raise or any transaction or arrangement referred to in this Announcement.

This Announcement is not for release, publication or distribution (directly or indirectly) in or into the United States, Canada, Australia, New Zealand, Japan or the Republic of South Africa, to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. The distribution of this Announcement and the Initial Offers and Placing Programme in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Sponsors that would permit an offering of the New Ordinary 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 and the Joint Sponsors to inform themselves about, and to observe, such restrictions.

The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons.  The Company will not be registered as an "investment company" under the Investment Company Act of 1940, and investors will not be entitled to the benefits of that Act.  In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, New Zealand, Canada, Japan or the Republic of South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the New Shares may be offered, sold, transferred or delivered, directly or indirectly, in Australia, New Zealand, Canada, Japan or the Republic of South Africa.

No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company, Picton Capital Limited (the "Investment Manager"), the Joint Sponsors or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. The Company, the Investment Manager, the Joint Sponsors and their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this Announcement or its contents or otherwise arising in connection therewith.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor the Joint Sponsors assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

The expected timetable including the date of Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to the Initial Offers, the Placing Programme and Admission at this stage. Acquiring New Ordinary Shares to which this Announcement relates may expose an investor to a significant risk of losing all 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 Capital Raise. The value of New Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned. Past performance or information in this Announcement or any of the documents relating to the Capital Raise cannot be relied upon as a guide to future performance.

 

END

 

 

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