Circular and Notice of General Meeting
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27 April 2016
AEW UK REIT plc
Publication of Circular and Notice of General Meeting
AEW UK REIT plc (the "Company") has today published a circular to shareholders (the "Circular") convening a General Meeting to be held at 11 a.m. on 20 May 2016 at which resolutions will be put to Shareholders to permit the Company to issue, on a non pre-emptive basis, new Shares representing up to 9.99 per cent of the Shares currently in issue and the issue of a further 250 million Shares on a non pre-emptive basis in connection with a potential new 12 month share issuance programme.
The Proposals
At its launch in May 2015, the Company raised gross proceeds of £100.5 million. To date, a further 17,010,000 Shares have been issued at a premium to the NAV per Share pursuant to a placing programme put in place at the time of the Company's launch (the "2015 Placing Programme"). The 2015 Placing Programme closed on 22 April 2016.
As at 26 April 2016 (the latest practicable date prior to the publication of the Circular), the Company had made investments totalling £110.65 million (net of acquisition costs), comprising 25 direct properties and a £9.75 million investment in The AEW UK Core Property Fund, and has utilised £14.25 million of its £40 million 5 year term loan facility with RBS International. The Company has paid dividends of 3.5 pence per Share since launch, in line with its stated dividend target.
AEW UK Investment Management LLP (the "Investment Manager") is currently reviewing a pipeline of interesting investment opportunities in the region of £50 million to £100 million. These opportunities are located in a geographically diverse range of occupational markets across the UK, including major cities and locations underpinned by major infrastructure. The Investment Manager is seeing opportunities across a range of market sectors, with a particular occupational demand in the industrial sector. The Investment Manager's identified pipeline of assets is in accordance with the Company's investment policy, targeted dividend yield and targeted total annual return.
Accordingly, the Directors believe it is now appropriate to seek Shareholder approval such that on the occurrence of suitable market conditions the Company will be in a position to issue further Shares.
Any such fundraising will only be carried out when the Directors consider that it is in the best interests of Shareholders and the Company as a whole. Relevant factors in making such a determination will include net asset performance, share price rating, investment pipeline and perceived investor demand. Any new Shares will only be issued at prices greater than the latest published NAV per Share.
Once the 9.99 per cent. authority has been used, the Company would like the flexibility to continue to be able to raise additional capital. It is anticipated that any additional on-going issue of Shares would be by way of a new share issuance programme. Subject to Shareholders voting in favour of the share issuance programme resolutions referred to above at the General Meeting, the Directors intend to publish a prospectus following the General Meeting in order to obtain admission to listing on the premium listing segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange for Shares issued pursuant to such authority.
The Directors currently anticipate the publication of the prospectus to take place in early July 2016, following the release of the Company's audited financial statements for the financial period ended 30 April 2016. Shareholder authority is being sought at the current time to avoid the need to convene an additional general meeting at the time the prospectus is published.
Notice of General Meeting
The General Meeting will be held at the offices of AEW UK Investment Management LLP, 33 Jermyn Street, London SW1Y 6DN at 11 a.m. on 20 May 2016 in order to approve the resolutions.
Expected Timetable
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2016 |
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Latest time and date for receipt of Forms of Proxy
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18 May at 11 a.m. |
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General Meeting |
20 May at 11 a.m. |
All references to times in this announcement are to London time. Any changes to the expected timetable will be notified by the Company through a Regulatory Information Service.
For further information, please contact:
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AEW UK Investment Management LLP Kari Clarke
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020 7016 4800 |
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Capita Company Secretarial Services Limited Marco Murray
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020 7954 9792 |
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Fidante Capital Robert Peel/Katie Standley
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020 7832 0900 |
Terms used and not defined in this announcement shall have the meanings given in the Circular.
A copy of the Circular is available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM.
Copies of the Circular are also available at www.aeweurope.com/en/Strategies/UK/reit.html and for collection free of charge, during normal business hours from the Company's registered office.
The content of this announcement has been prepared by, and is the sole responsibility of, the Company.
The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time.
Fidante Capital, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Fidante Capital or advice to any other person in relation to the matters contained herein.
None of the Company, the Investment Manager or Fidante Capital, or any of their respective affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, the Investment Manager and Fidante Capital, 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.
This announcement does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company 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 or act as any inducement to enter into, any contract therefor. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus being considered for publication by the Company in due course, conditional on relevant Shareholder approvals being granted.
This information is provided by RNS
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