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Wednesday 14 April, 2021

Mailbox REIT PLC

Schedule Two: Mailbox REIT plc

RNS Number : 5038V
Mailbox REIT PLC
14 April 2021
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OR IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, THE PEOPLE'S REPUBLIC OF CHINA (EXCLUDING THE HONG KONG SPECIAL ADMINISTRATIVE REGION), SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SO TO DO WOULD OR MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

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 April 2021

Mailbox REIT plc

("Mailbox REIT" or the "Company")

Schedule Two

Core Issuer Information Requirements

The Company provides the following information in accordance with Rule 2.8 of the IPSX Rules for Issuers.

Schedule Two (Core Issuer Information Requirements)

Issuer

Details

Issuer institution name

Mailbox REIT plc

 

Issuer institution country of incorporation

England and Wales

 

Issuer institution registered address and, if different, its trading address

C/O Alter Domus (UK) Limited,

18 St Swithin's Lane,

London,

United Kingdom,

EC4N 8AD

 

Brief description of the business, including a description of the underlying Single Commercial Property Asset or the Multiple Commercial Property Asset

The principal activity of the Company is the ownership, through its subsidiaries, of the Mailbox building located at Wharfside Street and Salvage Wharf, Birmingham consisting of 5 title numbers (the "Property"). The Mailbox, an iconic office-led mixed use asset in central Birmingham, consists of 698,000 sq ft of prime commercial real estate with a third party property valuation of £181m.

 

Sector

Office led with mixed retail and food & beverage

 

Full names and functions of its Issuer directors

Stephen Barter (Chairman)

· 40 years' experience in real estate and currently Chairman of his own firm, Wilton Capital Advisers

·  Until March 2018, he was Chairman of Real Estate Advisory at KPMG LLP

Mickola Wilson (Non-executive Director)

·An experienced real estate fund and asset manager with over 20 years' experience operating at board level in both executive and non-executive positions

· Currently co-owner and Director of Seven Dials Fund Management

Ian Womack (Non-executive Director)

·Over 40 years' experience in the real estate sector and retired as Chief Executive of Real Estate at Aviva Investors in June 2015

· Spent majority of his career at Aviva Investors in various roles within the Real Estate division before being appointed to lead the business in 1998

 

Full names of significant shareholders as anticipated at the date of Admission

The Controlling Shareholder is M7 Real Estate Investment Partners MB LP, a  limited partnership established in Jersey, Channel Islands, acting by its general partner, M7 Real  Estate Investment Partners MB General Partner Limited. It is expected that the Controlling Shareholder will hold c.70% of the Company's ordinary shares on admission.

 

Financial reporting dates (fiscal year end)

31 December

 

Financial reports

Included within the Admission Document

 

Name of the IPSX Lead Adviser and the IPSX Approved Valuer

IPSX Lead Adviser: WH Ireland Limited

IPSX Approved Valuer: Avison Young (UK) Limited

 

Name of the IPSX Market Maker

WH Ireland Limited

 

An explanation of the corporate governance standards the Issuer has decided to apply

The Board has considered the principles and recommendations of the 2019 AIC Code of Corporate Governance (the "AIC Code"). The Board intends to comply with the principles and recommendations of the AIC Code (which incorporates the UK Code) which it anticipates will provide better information to Shareholders and is more appropriate for the Company and its Shareholders.

 

The AIC Code provides a framework of best practice for listed investment  companies  and  addresses all the principles set out in the UK Corporate Governance Code (the "UK Code"), as well as setting out additional principles and recommendations on issues that are of specific relevance to listed investment companies. The Company considers that given the nature of its business the AIC Code is more appropriate to the Company's business.

 

As a recently incorporated company, the Company does not yet comply with the UK Code or the principles of good governance contained in the AIC Code. However, arrangements have been put in place so that, with effect from Admission, the Company will report against the AIC Code.

 

Completed IPSX Lead Adviser Declaration in respect of the Issuer in the format specified in Annex Four in these Rules

To be submitted to IPSX at least two business days before expected Admission date

 

 

 

 

 

Instrument

Details

Number and type of financial instruments

84,000,000 Ordinary Shares of £0.10 each

 

Capital to be raised on Admission, i.e. the expected market capitalisation

£25,000,000 at a price of £1.00 per Ordinary Share

Market Capitalisation = £84,000,000

 

Number and percentage of financial instruments that will be in public hands in the UK or one or more EEA states on Admission

c.16,800,000 Ordinary Shares

c.20%

 

Expected date of Admission

28 April 2021

 

Expected yield at Admission

7%

 

CFI code

ESVUFR

 

ISIN

GB00BM9BWM32

 

FISN

MAIX REIT/PAR VTG FPD 0.1

 

Security ticker

MBOX

 

 

 

 

 

Property

Details

Property name

Mailbox Birmingham

 

Property type

Office led with mixed retail and food & beverage

 

Unit of measurement

Square Foot

 

Net internal area

698,000 square foot

 

Valuation reports

Included in the Admission Document

 

 

FOR FURTHER INFORMATION ON THE COMPANY, PLEASE CONTACT:

 

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

 

 

 

 

 

FTI Consulting (PR Adviser)

Tel: 020 3727 1000

Richard Sunderland, Claire Turvey, Eve Kirmatzis

E:    [email protected]

 

 

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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