Result of Oversubscribed Issue
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION, FORWARDING OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR").
2 December 2021
Urban Logistics REIT plc
(" Urban Logistics " or the " Company ")
Result of Oversubscribed Issue
Further to the Company's announcements on 15 November 2021, the Board of Urban Logistics, the specialist UK logistics REIT, is pleased to announce that the Company has raised gross proceeds of £ 250 million through a significantly oversubscribed Initial Placing, Offer for Subscription and Intermediaries Offer (the "Issue"). Further details of the Issue are described in the prospectus published by the Company on 15 November 2021.
Due to the strength and quality of demand from investors, the Board has determined to increase the size of the Issue from £200 million to £250 million. Notwithstanding this increase, investor demand significantly exceeded the maximum size of the Issue and a scaling back exercise was undertaken.
A total of 147,058,824 New Ordinary Shares will be issued pursuant to the Issue at a price of 170 pence per New Ordinary Share (the "Issue Price"), of which 129,395,686 New Ordinary Shares will be issued pursuant to the Initial Placing and 17,663,138 New Ordinary Shares will be issued pursuant to the Offer for Subscription and Intermediaries Offer.
Richard Moffitt, Chief Executive, commented:
"As tenants look to secure long-term supply chain infrastructure, the "last mile" or "last touch" sector continues to feature as a key and growing part of occupational demand. With 93 properties in strategic logistics locations in the portfolio and with an attractive pipeline that we can now execute, Urban Logistics has strengthened its market-leading position in this important segment of the market. The amount of capital that we have raised reflects our disciplined approach to date and we look forward to updating investors on our progress with new acquisitions and our ongoing asset management initiatives in due course."
Nigel Rich CBE, Independent Non-Executive Chairman, said:
"Urban Logistics remains the only London listed REIT with a pure focus on last mile / last touch logistics properties. This £250 million Issue is a further endorsement of this strategy and we are extremely grateful to both our existing and new shareholders for their support in this capital raise. With our move to the London Stock Exchange's Main Market completing imminently we look forward to entering the next exciting chapter in the Company's development."
Migration to the Premium Listing Segment and Application for Admission
Applications have been made to the Financial Conduct Authority ("FCA") for 471,975,411 ordinary shares, comprising the Company's entire issued share capital, and the New Ordinary Shares to be issued pursuant to the Issue, to be admitted to listing on the premium segment of the Official List maintained by the FCA and to trading on the premium segment of the London Stock Exchange's Main Market (together, "Admission").
It is expected that Admission will take place at 8.00 am on 7 December 2021 and that dealings in the ordinary shares will commence at the same time. Trading in the Existing Ordinary Shares on AIM will be cancelled simultaneously. The Company's ticker, ISIN, SEDOL and LEI will remain unchanged.
Directors' participation in the Issue
The following Directors subscribed for New Ordinary Shares pursuant to the Issue as outlined below.
|
Director |
No. of New Ordinary Shares being subscribed pursuant to the Issue |
Resulting holding of Ordinary Shares |
% of Enlarged Share Capital |
|
Nigel Rich |
100,000 |
540,536 |
0.11 |
|
Richard Moffitt |
58,824 |
1,142,843 |
0.24 |
Total Voting Rights
Following Admission, the Company's issued share capital will consist of 471,975,411 ordinary shares with voting rights. The Company does not hold any ordinary shares in treasury. The above 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 Issue 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 after the date of issue. For the avoidance of doubt, New Ordinary Shares issued in connection with the Issue will not be eligible to receive the Interim Dividend previously declared on 11 November 2021.
Terms otherwise defined in this announcement have the meanings that given to them in the Prospectus and/or set out in the announcement of the Company released on 15 November 2021.
For further information contact:
|
Urban Logistics REIT plc
|
+44 (0)20 7591 1600 |
|
Buchanan - Financial PR Simon Compton George Beale
|
+44 (0) 20 7466 5000 +44 (0) 7872 604453 +44 (0) 7979 497324 +44 (0) 7450 295099 |
|
Singer Capital Markets - Sponsor, Joint Broker and Joint Bookrunner James Maxwell / Alaina Wong / Oliver Platts (Corporate Finance) Alan Geeves / James Waterlow / Sam Greatrex (Sales)
|
+44 (0)20 7496 3000 |
|
Panmure Gordon (UK) Limited - Joint Broker and Joint Bookrunner Chloe Ponsonby (Corporate Broking) Emma Earl (Corporate Finance) David Hawkins / Tom Scrivens (Sales) |
+44 (0)20 7886 2500
|
|
|
|
|
Alvarium - Joint Bookrunner |
|
|
Mark Thompson Eddie Nissen Oliver Kenyon |
+44 (0)20 7016 6711 +44 (0)20 7016 6713 +44 (0)20 7016 6704
|
IMPORTANT NOTICE
This announcement contains inside information for the purposes of Article 7 of MAR. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging the release of this announcement on behalf of the Company is PCP2 Limited.
The information contained in this announcement is for information 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, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the "US Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. No public offering of securities is being made in the United States.
This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, New Zealand, Japan, South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
This announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Canada, New Zealand, Japan, South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group, Pacific Investments Management Limited, the Manager, Singer Capital Markets Advisory LLP ("Singer Capital Markets"), Panmure Gordon (UK) Limited ("Panmure Gordon"), Alvarium Securities Limited ("Alvarium") or Kinmont Limited ("Kinmont") or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this announcement.
Singer Capital Markets, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority ("FCA") and is acting as nominated adviser and joint broker to the Company. Singer Capital Markets is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. Singer Capital Markets' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person. No representation or warranty, express or implied, is made by Singer Capital Markets as to, and no liability is accepted by Singer Capital Markets in respect of, any of the contents of this announcement.
Panmure Gordon is authorised and regulated in the UK by the FCA and is acting as joint broker to the Company. Panmure Gordon is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Panmure Gordon as to, and no liability is accepted by Panmure Gordon in respect of, any of the contents of this announcement.
Alvarium is authorised and regulated in the UK by the FCA and is acting as joint bookrunner to the Company in connection with the Placing. Alvarium is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Alvarium as to, and no liability is accepted by Alvarium in respect of, any of the contents of this announcement.
Kinmont is authorised and regulated in the UK by the FCA and is acting as financial advisor to the Company. Kinmont is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Kinmont as to, and no liability is accepted by Kinmont in respect of, any of the contents of this announcement.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable securities laws and regulations of other jurisdictions.
This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate'', "believe", "may", "will", "should", "intend", "plan", "assume'', "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the current beliefs and expectations of the directors of the Company and/or the Manager and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
The information contained in this announcement speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained to this announcement, whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the London Stock Exchange or by applicable law. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results.
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