THIS ANNOUNCEMENT (THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
29 September 2021
The PRS REIT plc
("The PRS REIT" or the "Company")
Result of Placing and PrimaryBid Offer
Further to the Company's announcements on 27 September 2021, the Board of The PRS REIT, the closed-ended real estate investment trust that invests in high-quality, new build, family homes for the private rented sector ("PRS"), announces that it is has raised gross proceeds of c.£55.6 million pursuant to the Placing and the PrimaryBid Offer.
A total of 53,232,575 Placing Shares (c.£54.8 million) in the Company have been conditionally placed by Singer Capital Markets Securities Limited ("Singer Capital Markets") and Panmure Gordon (UK) Limited ("Panmure Gordon") (together the "Joint Bookrunners") with new and existing investors at an Issue Price of 103 pence per Ordinary Share. In addition, a total of 741,589 PrimaryBid Shares (c.£0.8 million) in the Company have been conditionally placed by PrimaryBid at the Issue Price.
Applications have been made for a total of 53,974,164 New Ordinary Shares to be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities ("Admission"). It is expected that Admission will take place at 8.00 a.m. on 4 October 2021 and that dealings in the new Ordinary Shares will commence at the same time. The Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.
Following Admission, the total issued share capital of the Company will be 549,251,458 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. Therefore the total number of voting rights in the Company will be 549,251,458 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
Unless otherwise defined herein, capitalised terms in this announcement shall have the meaning given to them in the Proposed Equity Raise and PrimaryBid Offer announcements of the Company dated 27 September 2021.
- Ends -
For further information, please contact:
The PRS REIT plc
Tel: 020 3178 6378
(c/o KTZ Communications)
Sigma PRS Management Limited
Tel: 0333 999 9926
Singer Capital Markets Securities Limited
Alan Geeves, James Waterlow, Sam Greatrex (Sales)
Tel: 020 7496 3000
Panmure Gordon (UK) Limited
Chloe Ponsonby (Corporate Broking), Alex Collins (Corporate Finance)
Tom Scrivens (Sales)
Tel: 020 7886 2500
G10 Capital Limited (part of the IQEQ Group as AIFM)
Tel: 020 3745 2826
Katie Tzouliadis, Dan Mahoney
Tel: 020 3178 6378
NOTES TO EDITORS
About The PRS REIT plc
The PRS REIT plc is a closed-ended real estate investment trust established to invest in the Private Rented Sector and to provide shareholders with an attractive level of income together with the potential for capital and income growth. The Company is investing c.£1bn in a portfolio of high quality homes for private rental across the regions, having raised a total of £0.5bn (gross) through its Initial Public Offering, on 31 May 2017, and a subsequent placing in February 2018. Both fundraisings were supported by the UK Government's Homes England with direct investments. On 2 March 2021, the Company transferred its entire issued share capital to the premium listing segment of the Official List of the FCA and to the London Stock Exchange's premium segment of the Main Market. On 16 July 2021, the Company announced the completion of the 4,000th new rental home for its portfolio, which the Company believes is the largest build-to-rent single family rental portfolio in the UK.
About Sigma Capital Group plc
Sigma Capital Group plc ("Sigma") is a PRS, residential development, and urban regeneration specialist, with offices in Edinburgh, Manchester and London. Sigma's principal focus is on the delivery of large scale housing schemes for the private rented sector. The Company has a well-established track record in assisting with property related regeneration projects in the public sector, acting as a bridge between the public and private sectors.
Sigma has created an unrivalled property platform, which sources sites and brings together construction resource to develop them, enabling Sigma to deliver an integrated solution to partners. As well as sourcing sites and managing all stages of the planning and development process, Sigma also manages the rental of completed homes through its award winning rental brand 'Simple Life'. The Company's subsidiary, Sigma PRS Management Limited, is Investment Adviser to The PRS REIT plc.
About Sigma PRS Management Limited
Sigma PRS Management Limited is a wholly-owned subsidiary of Sigma Capital Group plc and is Investment Adviser to The PRS REIT plc. It sources investments and operationally manages the assets of The PRS REIT plc and advises the Alternative Investment Fund Manager ("AIFM") and The PRS REIT plc on a day-to-day basis in accordance with The PRS REIT plc's Investment Policy. The AIFM is G10 Capital Limited. Sigma PRS Management Ltd is an appointed representative of G10 Capital Limited, which is authorised and regulated by the Financial Conduct Authority (FRN:648953).
The information contained within this announcement is deemed by the Company to contain inside information for the purposes of Article 7 Market Abuse Regulation (EU) No. 596/2014 ("MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 as amended. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain for the purposes of MAR.
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 does not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the New Ordinary Shares 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 has not been approved by the London Stock Exchange.
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 is not a prospectus and does not constitute or form a part of, and should not be construed as, any offer to sell or issue, or a solicitation of any offer to purchase or otherwise acquire, any securities in the company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any 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, Sigma PRS Management Limited, either of the Joint Bookrunners 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.
In the case of any New Ordinary Shares being offered to a financial intermediary as that term is used in Article 5(1) of the UK Prospectus Regulation, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the New Ordinary Shares acquired by it in the Placing have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any New Ordinary Shares to the public other than their offer or resale in the UK or a relevant member state to qualified investors within the meaning of Article 2(e) of the UK Prospectus Regulation or Article 2(e) of the EU Prospectus Regulation (as applicable) or in circumstances in which the prior consent of the Company or the Joint Bookrunners has been obtained to each such proposed offer or resale. Each of the Company and the Joint Bookrunners and their respective affiliates will rely on the truth and accuracy of the foregoing representation, acknowledgement and agreement.
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 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. 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.
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.