Publication of a Prospectus and Circular
24 September 2018
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Authority ("FCA") and does not constitute a prospectus. Investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by LXi REIT plc (the "Prospectus") in its final form and not in reliance on this announcement. The Company will today also publish a circular (the "Circular") setting out the notice of a general meeting (the "General Meeting"). Copies of the Prospectus, and the Circular, may, subject to any applicable law, shortly be obtained from the registered office of the Company. A copy of the Prospectus, and the Circular, will also shortly be available for inspection from the Company's registered office and on its website (www.lxireit.com). This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.
LXi REIT plc
(the "Company" or "LXi REIT")
Publication of Prospectus and Circular
Further to its announcement on 24 September 2018, the Board of Directors (the "Board") of LXi REIT (ticker: LXI), the specialist inflation-protected long income REIT, announces the publication of the Prospectus in connection with the proposed issue of further ordinary shares ("New Ordinary Shares") in the Company, at an Issue Price of 112.75 pence per New Ordinary Share, to raise gross proceeds of approximately £100 million (the "Issue"). The Issue will comprise of an Initial Placing, Placing, Open Offer, Offer for Subscription and Intermediaries Offer.
In addition, the Company will today publish the Circular setting out the notice of the General Meeting to be held on Thursday, 11 October 2018 at 12.00 p.m. The purpose of the General Meeting is to seek shareholder approval for certain matters necessary to implement the Issue.
The Prospectus, and Circular, will, when published, be available on the Company's website (www.lxireit.com), subject to certain access restrictions, for inspection at the Company's registered office at Mermaid House, 2 Puddle Dock, London EC4V 3DB, and at the National Storage Mechanism via www.morningstar.co.uk/uk/NSM.
Terms not otherwise defined in this announcement have the meanings that will be given to them in the Prospectus.
FOR FURTHER INFORMATION, PLEASE CONTACT:
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LXi REIT Advisors Limited John White Simon Lee Jamie Beale |
Via Newgate Communications |
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Peel Hunt LLP (Sole Sponsor, Broker, Joint Bookrunner and Intermediaries Offer Adviser) Luke Simpson (Corporate Broking) Mark Thompson (Sales) Kathy Boate (Intermediaries) |
Tel: 020 7418 8900 |
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BofA Merrill Lynch (Joint Bookrunner) Matt Blawat Kari Pitkin Raj Batra |
Tel: 020 7174 4000 |
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Newgate Communications (PR Adviser) James Benjamin Anna Geffert |
Tel: 020 7680 6550 Email: lxireit@newgatecomms.com |
The Company's LEI is: 2138008YZGXOKAXQVI45
NOTES:
LXi REIT plc invests in UK commercial property assets let, or pre-let, on very long (typically 20 to 30 years to first break), inflation-linked leases to a wide range of strong tenant covenants across a diverse range of robust property sectors.
The Company may invest in fixed-price forward funded developments, provided they are pre-let to an acceptable tenant and full planning permission is in place. The Company will not undertake any direct development activity nor assume direct development risk.
The Company is targeting an annual dividend of 5.50 pence per ordinary share, starting from the financial period commencing 1 April 2018, with the potential to grow the dividend in absolute terms through upward-only inflation-protected long-term lease agreements, and is targeting a net total shareholder return of a minimum of 8 per cent. plus per annum over the medium term.*
The Company, a real estate investment trust ("REIT") incorporated in England and Wales, is listed on the premium listing segment of the Official List of the UK Listing Authority and was admitted to trading on the main market for listed securities of the London Stock Exchange in February 2017. The Company is a constituent of the FTSE EPRA/NAREIT index.
Further information on the Company is available at www.lxireit.com
* These are targets only and not a profit forecast and there can be no assurance that they will be met.
EXPECTED TIMETABLE
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2018 |
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Record Date for entitlements under the Open Offer Posting of the Circular, the Notice of General Meeting and Forms of Proxy |
close of business on 20 September 24 September |
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Prospectus published and Issue opens |
24 September |
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Ex entitlement date for the Open Offer Open Offer Entitlements and Excess CREST Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders Recommended latest time and date for requesting withdrawal of Open Offer Entitlements and Excess Open Offer Entitlements from CREST Recommended latest time and date for depositing Open Offer Entitlements and Excess Open Offer Entitlements into CREST Latest time and date for receipt of Forms of Proxy for use at the General Meeting Recommended latest time for splitting Open Offer Application Forms (to satisfy bona fide market claims only) Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions |
24 September
25 September
4.30 p.m. on 5 October
3.00 p.m. on 8 October
12.00 p.m. on 9 October 3.00 p.m. on 9 October
11.00 a.m. on 11 October
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General Meeting |
12.00 p.m. on 11 October |
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Announcement of the results of the General Meeting through a Regulatory Information Service |
11 October |
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Issue closes |
11 October |
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Announcement of the results of the Issue |
12 October |
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Admission and dealings in New Ordinary Shares commence |
8.00 a.m. on 16 October |
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CREST accounts credited with uncertificated New Ordinary Shares |
16 October |
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Where applicable, definitive share certificates despatched by post in the week commencing** |
22 October |
** Underlying applicants who apply to Intermediaries for New Ordinary Shares under the Intermediaries Offer will not receive share certificates
The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.
All references to times in this document are to London times.
Disclaimer
This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus expected to be published by the Company shortly and not in reliance on this announcement. Copies of the Prospectus, and the Circular, may, subject to any applicable law, be obtained from the registered office of the Company and at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company's website. 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 is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by LJ Administration (UK) Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).
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"), Australia, Canada, the Republic of South Africa, Japan or any other jurisdiction where such distribution is unlawful, or to US persons, as defined in Regulation S. 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. This Announcement is not an offer of securities for sale into the United States. Each of Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, and Merrill Lynch International ("BofA Merrill Lynch"), which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA and the PRA, are acting exclusively for the Company and for no-one else in connection with the Issue and Admission and the other arrangements referred to in this announcement and will not regard any other person as their respective clients in relation to the Issue and Admission and the other arrangements referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Issue and the other arrangements referred to in this announcement.
The New Ordinary Shares have not been, and will not be, registered under the US Securities Act 1933 or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to or for the account or benefit of US Persons (as defined in Regulation S under the US Securities Act ("Regulation S"). In addition the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended. Outside the United States, the New Ordinary Shares may be sold to non-US Persons pursuant to the provisions of Regulation S.
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 Advisor, the AIFM, Peel Hunt and Merrill Lynch International 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 Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.
The information in this announcement is for background purposes only and does not purport to be full or complete. None of Peel Hunt or Merrill Lynch International, 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. Peel Hunt, Merrill Lynch International, 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.
In connection with the Issue, Peel Hunt, Merrill Lynch International and any of their affiliates, may take up a portion of the New Ordinary Shares in the Issue 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 Issue or otherwise. Accordingly, references in the Prospectus, once published, 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, Peel Hunt, Merrill Lynch International and any of their affiliates acting in such capacity. In addition Peel Hunt, Merrill Lynch International and any of their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which Peel Hunt, Merrill Lynch International and any of their affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Peel Hunt and Merrill Lynch International do not intend to disclose the extent of any such investment 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) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (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 which are the subject of the Issue have been subject to a product approval process, which has determined that such New Ordinary Shares 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the 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 fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, 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 Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt and Merrill Lynch International will only procure investors 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 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.
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.
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