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Friday 14 May, 2021

Mailbox REIT PLC

First day of dealings on IPSX Wholesale

RNS Number : 6057Y
Mailbox REIT PLC
14 May 2021
 

All capitalised terms in this announcement have the same meaning as those contained in the Admission Document unless the context provides otherwise.

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THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS FOR THE PURPOSES OF THE UK VERSION OF REGULATION (EU) 2017/1129, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 OR AN ADMISSION DOCUMENT AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION, INCLUDING (WITHOUT LIMITATION) THE UNITED STATES, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF CHINA (EXCLUDING THE HONG KONG SPECIAL ADMINISTRATIVE REGION), SOUTH AFRICA OR JAPAN. INVESTORS SHOULD NOT SUBSCRIBE FOR, OR OTHERWISE PURCHASE, ACQUIRE, SELL OR DISPOSE OF, ANY OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE ADMISSION DOCUMENT PUBLISHED BY THE COMPANY.

 

14 May 2021

Mailbox REIT plc

("Mailbox REIT" or the "Company")

 

MAILBOX REIT BECOMES FIRST COMPANY TO HAVE SHARES ADMITTED TO TRADING ON NEW PROPERTY FOCUSED STOCK EXCHANGE

First day of dealings on IPSX Wholesale

Mailbox REIT, a single asset REIT which owns the Mailbox, a large prime office-led mixed use property in Birmingham

The Board of Mailbox REIT, a single asset REIT which owns the Mailbox, a large prime office-led mixed use property in Birmingham, is pleased to announce that dealings in its ordinary shares will commence at 0900 today on the International Property Securities Exchange ("IPSX") under the ticker 'MBOX'.

Mailbox REIT will become the first company to undertake an initial public offering on IPSX, having issued 84,850,000 Ordinary Shares with a nominal value of £0.10 each in the Company ("Ordinary Shares") which have been admitted to trading ("Admission") on the Wholesale segment of IPSX. 

The Company has raised £25,850,000 from the issue of 25,850,000 Ordinary Shares at a price of £1.00 per share representing c. 30.5 per cent. of the issued share capital on Admission.

The capital has been raised from a number of institutional and family office investors including IWG plc, the global leader in flexible workspace solutions, which is also an occupier of the Mailbox under an innovative new leasing structure.  M7 Real Estate Ltd will retain ownership of approximately 70 per cent of the Company's share capital after Admission.  

The Company ISIN will be GB00BM9BWM32and SEDOL BM9BWM3.

WH Ireland Limited is acting as IPSX Lead Adviser.

IPSX is a new Regulated Investment Exchange regulated by the FCA and is the world's first such exchange dedicated to the initial public offering and secondary market trading of institutional grade commercial real estate assets.  IPSX Wholesale is a market exclusively for institutional and professional investors and for issuers with an asset or assets that have a minimum market value in excess of £50 million. 

Mailbox REIT aims to provide investors with the opportunity to gain exposure to the long dated income streams, underpinned by very low-risk high-profile tenants, and performance of a prime, office-led mixed use property in central Birmingham. Investors are also expected to benefit from potential income and valuation enhancement resulting from planned asset management initiatives.

The Company is targeting an initial yield of approximately 7 per cent.

The Mailbox comprises approximately 698,000 square feet of primarily office space, with a complementary, ancillary retail and leisure offering, located on a 4.8 acre waterside site in the heart of the UK's second largest city, a five-minute walk from Birmingham New Street Station.

Independently valued at £181 million, the Mailbox produces a Passing Rent of c.£8.84 million per annum, with an Estimated Rental Value of £15.05 million (assuming full occupancy). Rental income is derived from 39 tenants with a long weighted average unexpired lease term ("WAULT") of 14.25 years to break (14.6 years to expiry) as at 31 March 2021. Five tenants represent approximately three-quarters of the rent roll on a WAULT of approximately 16 years. The Directors and the AIFM consider the top tenants (The British Broadcasting Corporation, Q-Park Limited, WSP Management Services Ltd and Harvey Nichols Stores Ltd, etc.) to be low or very low risk from a credit perspective based on their CreditSafe scores. 83.5 per cent of Mailbox's rent was collected for the December Quarter Day 2020 (taking into account concessions or monthly payment plans), with 75.5 per cent and 77.3 per cent collected for the quarters starting January and April 2021 respectively.

The Company is currently in the process of converting level one of the Mailbox from retail into 50,000 sq ft of flexible office space which will be operated by IWG plc under its Spaces co-working brand under a new 10 year agreement.  The innovative new arrangement will see occupiers of the Spaces offices pay rent directly to the Mailbox REIT with IWG plc's management fees based on a percentage of rent received.

Over the next three to five years, the property will be further repositioned for growth as a pre-eminent 'Live Work Play' destination.

M7 Real Estate Financial Services Ltd a wholly owned subsidiary of M7 Real Estate Ltd, will act as alternative investment fund manager to the Company. M7 Real Estate will act as asset manager to the Company's subsidiaries in respect of the Property.

IPSX has agreed to waive such requirements of Rule 1.26 of the IPSX Rules for Issuers, so that the Controlling Shareholder may sell some of its shares in the Company via WH Ireland for the purposes of liquidity and maintaining an orderly market (the "Liquidity Option"). Within the Liquidity Option up to a maximum of 1 per cent of total Ordinary Shares in issue on Admission (equating to 840,000 Ordinary Shares) may be drawn upon at the discretion of WH Ireland in its capacity as broker and market maker from Admission. For the avoidance of doubt all other lock-up and orderly market arrangement terms will remain in place.

 

Stephen Barter, chairman of Mailbox REIT, commented: "In becoming the first company to be admitted to and have its shares traded on IPSX, Mailbox REIT has carved out a unique place in the history of real estate capital markets investment. The Board and I look forward to working on behalf of the Company and its shareholders as we emerge from the worst of the pandemic and towards a brighter outlook where Birmingham is set to benefit from positive structural trends, including continued decentralisation, which will help support the Mailbox's target returns alongside the active asset management plan already underway."

Richard Croft, Executive Chairman of M7 Real Estate, added: "M7 is incredibly proud to be part of this landmark occasion in our sector and building on this momentum we are now advancing our plans to bring Bridgewater Place House in Leeds to market as the second IPO on IPSX in the coming months.  Bridgewater Place House is another flagship regional UK office building, being the tallest building in Yorkshire and offering income returns underpinned by strong tenants such as EY and multinational law firms DWF and Eversheds.

"The Mailbox offers long dated income streams, underpinned by very low-risk high-profile tenants, as well as significant income and value enhancement potential. The investment is further supported by the strengthening fundamentals of the Birmingham market, which is attracting growing occupier demand with a number of major blue-chip companies moving into the city, as seen most recently with Goldman Sachs International's announcement of its intention to open a technology centre there. With an improving outlook, an expected economic recovery and by advancing our strategic plans for Mailbox REIT, we are well positioned to deliver for investors as a publicly traded company on IPSX."

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

 

Mailbox REIT


Stephen Barter chairman of Mailbox REIT

 

(via FTI Consulting below)

M7 Real Estate Financial Services Limited (AIFM)

(via FTI Consulting below)

Richard Croft, David Ebbrell, Tony Edgley




WH Ireland Limited (IPSX Lead Adviser and Broker)

T: 020 7220 1666

Chris Hardie, James Sinclair-Ford, Darshan Patel

Adam Pollock, Melvyn Brown (Broking)






FTI Consulting (PR Adviser)

Tel: 020 3727 1000

Richard Sunderland, Claire Turvey, Eve Kirmatzis

E:  [email protected]

 

 

Opportunity for investors to gain exposure to the long dated income streams, underpinned by very low-risk1 high-profile tenants, and performance of a prime, office-led mixed use property in central Birmingham, as well as to benefit from potential income and valuation enhancement resulting from planned asset management initiatives.

 

DISCLAIMER / FORWARD LOOKING STATEMENTS

Important notice

The content of this announcement, which has been prepared by and is the sole responsibility of Mailbox REIT PLC, has been approved by the AIFM solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended ("FSMA").

This announcement does not constitute an offer or recommendation concerning the securities referred to in this advertisement. Any prospective investor is recommended to consult an independent professional adviser as to the suitability of the securities referred to in this announcement for the person concerned. 

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, fairness or completeness.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, 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), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Offer and 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 does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such offer or sale would be unlawful. The Ordinary Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States. The Ordinary Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of securities is being or will be made in the United States.

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as Joint Bookrunner and Lead Adviser for the Company and no-one else in connection with the Offer and Admission and will not regard any other persons as its client in relation to the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland, nor for providing advice in connection with the Offer and Admission or any other matter or arrangement referred to in this announcement.

No key information document has been prepared in respect of this communication or the Shares in accordance with Regulation (EU) No 1286/2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) (and in the case of the United Kingdom, such regulation as it forms part of the domestic law of the United Kingdom). Accordingly, Shares are not available to, and no person may advise on, offer or sell Shares for or to, any retail client (as defined in MiFID 2) in the EEA or the United Kingdom.

 

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