Result of Oversubscribed Placing
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED), OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL, OR TO ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA.
27 May 2022
Home REIT plc
("Home REIT" or the "Company")
Result of Oversubscribed Placing
Further to the announcement of 16 May 2022, the Board of Home REIT, which funds the acquisition and creation of high-quality properties across the UK that are dedicated to providing suitable accommodation for homeless people, is pleased to announce that it has raised gross proceeds of approximately £263 million through a significantly oversubscribed Subsequent Placing of 228,899,083 New Ordinary Shares at an issue price of 115 pence per New Ordinary Share.
Given the strong level and quality of demand from investors in the capital raise, the Board determined to increase the size of the Subsequent Placing from the target of approximately £150 million to £263 million. Notwithstanding this increase, investor demand exceeded the maximum size of the Subsequent Placing and a scaling back exercise was undertaken. Following this Subsequent Placing, the Company has issued all the Ordinary Shares covered in its Placing Programme.
There is an ongoing critical need for homeless accommodation in the UK due to an increasing homeless population and a lack of available and affordable, high-quality, fit-for-purpose homes to address this societal issue. Home REIT aims to be part of the solution and will deploy the net proceeds of the Subsequent Placing into the Company's attractive c. £300 million acquisition pipeline, representing hundreds of new homes for some of the most vulnerable members of society.
Lynne Fennah, Chairman of Home REIT plc, commented :
"The result of this oversubscribed fundraise, underpinned by strong demand from new and existing investors, is a further endorsement of Home REIT's strategy, purpose and the compelling track record the team has built since inception just 18 months ago. In that short time, we have created a portfolio offering over 8,500 beds to those who need them most and these new proceeds will enable us to continue our mission to provide critically needed housing, while scaling the Company and delivering on behalf of our increased shareholder base."
Application for Admission
Applications have been made for admission of 228,899,083 New Ordinary Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the main market of the London Stock Exchange. It is expected that admission in respect of the New Ordinary Shares will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 31 May 2022.
Total Voting Rights
On Admission, the Company's issued share capital will consist of 790,570,465 Ordinary Shares and this is the total number of Ordinary Shares with voting rights in the Company. This figure may be used by Shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
The New Ordinary Shares issued in connection with the Subsequent Placing will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid by reference to a record date after the date of Admission. For the avoidance of doubt, holders of New Ordinary Shares issued pursuant to the Subsequent Placing will not be entitled to receive the interim dividend of 1.37 pence per Ordinary Share announced by the Company on 5 May 2022 in respect of those shares. Capitalised terms have the meanings given to them in the Prospectus published by the Company on 2 September 2021 as supplemented by the supplementary prospectus published by the Company on 9 February 2022 unless otherwise defined in this announcement.
Alvarium Securities Limited acted as Global Coordinator and Sole Bookrunner in respect of the Subsequent Placing.
FOR FURTHER INFORMATION, PLEASE CONTACT:
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Alvarium Home REIT Advisors Jamie Beale Gareth Jones Charlotte Fletcher |
Via FTI Consulting below |
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Alvarium Securities Mark Thompson Eddie Nissen Oliver Kenyon |
+44 (0)20 7016 6711 +44 (0)20 7016 6704 |
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FTI Consulting Claire Turvey Eve Kirmatzis Ellie Perham-Marchant Oliver Harrison |
+44 (0)20 3727 1000 HomeREIT@fticonsulting.com
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The Company's LEI is: 213800A53AOVH3FCGG44.
Disclaimer
This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description or a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the "United States"). This announcement is not an offer of securities for sale in or into the United States. The New Ordinary Shares have not been, and will not be, registered under the US Securities Act 1933, as amended (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 or sold into or within the United States, absent registration under, or except pursuant to an exemption from the registration requirements of, the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. No public offering of securities is being made in the United States.
In addition the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended.
Further, this announcement is not for release, publication or distribution into Australia, New Zealand, Canada, Singapore, the Republic of South Africa, Japan or any member state of the EEA (other than any member state of the EEA where the Company's securities may be lawfully marketed) or any other jurisdiction where such distribution is unlawful.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Each of Alvarium Securities Limited ("Alvarium Securities") and Dickson Minto W.S. (the "Sponsor"), both of which are authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement or the Prospectus) as its client in relation to the Subsequent Placing, the Placing Programme and the other arrangements referred to in the Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Subsequent Placing, the Placing Programme, any Admission and the other arrangements referred to in this announcement and in the Prospectus.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
This announcement contains forward looking statements, including, without limitation, statements including the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Adviser, the AIFM, Alvarium Securities and the Sponsor expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the Prospectus Regulation Rules of the Financial Conduct Authority, the UK Market Abuse Regulation or other applicable laws, regulations or rules. All potential acquisitions remain subject to the Investment Adviser's stringent due diligence process.
The information in this announcement is for background purposes only and does not purport to be full or complete. Neither Alvarium Securities nor the Sponsor, nor 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. Alvarium Securities and the Sponsor, together with their affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Subsequent Placing, Alvarium Securities and any of its affiliates may take up a portion of the New Ordinary Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such New Ordinary Shares and other securities of the Company or related investments in connection with the Subsequent Placing or otherwise. Accordingly, references in the Prospectus to the New Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Alvarium Securities and any of its affiliates acting in such capacity. In addition, Alvarium Securities and any of its affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Alvarium Securities and any of its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Alvarium Securities does not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II") and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the market price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Subsequent Placing and/or the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Alvarium Securities has only, and will only, procure investors (pursuant to the Subsequent Placing and the Placing Programme) who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of UK MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.
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