TIDMLXI
RNS Number : 1813P
LXI REIT PLC
16 February 2021
16 February 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EC NO. 596/2014) AS IT
FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMED) (THE "UK MARKET
ABUSE REGULATION")
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND,
CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY
MEMBER STATE OF THE EEA (OTHER THAN ANY MEMBER STATE OF THE EEA
WHERE THE COMPANY'S SECURITIES MAY BE LEGALLY MARKETED), OR ANY
OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL, OR TO ANY
NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES, AUSTRALIA, NEW
ZEALAND, CANADA, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR
ANY MEMBER STATE OF THE EEA
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the UK Financial Conduct 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 a
tripartite prospectus (comprising a summary, a registration
document and a securities note) expected to be published shortly by
LXi REIT plc (the "Prospectus") in its final form and not in
reliance on this announcement. The Prospectus will, when published,
be available, subject to certain access restrictions, on the
Company's website (www.lxireit.com/company-documents), at the
Company's registered office at 1st Floor Senator House, 85 Queen
Victoria Street, London EC4V 4AB, and at the National Storage
Mechanism via
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Approval of
the Prospectus by the FCA should not be understood as an
endorsement of the securities that are the subject of the
Prospectus. Potential investors are recommended to read the
Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with a
decision to invest in the Company's securities. 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")
Proposed Initial Placing, Open Offer, Offer for Subscription and
Intermediaries Offer and Notice of General Meeting
The board of Directors (the "Board") of LXi REIT (ticker: LXI),
the specialist inflation-protected long income REIT, today
announces the proposed issue of further ordinary shares ("New
Ordinary Shares") in the Company to raise gross proceeds of
approximately GBP75 million (the "Initial Issue") and a proposed
ongoing share issuance programme of New Ordinary Shares (the "Share
Issuance Programme"), the details of which will be set out in the
Prospectus, expected to be published by the Company later this week
(the "Proposals").
The Initial Issue will be by way of an initial placing, open
offer, offer for subscription and intermediaries offer for a target
issue of up to 60,164,539 New Ordinary Shares at an issue price of
124.50 pence per New Ordinary Share (the "Issue Price"). The Issue
Price represents a premium of 2.3 per cent. to the Estimated NAV
per Ordinary Share as at 31 December 2020 (unaudited) of 123.2
pence, reduced by the Q3 dividend of 1.44 pence per Ordinary Share,
and, a discount of 3.0 per cent. to the closing price per Ordinary
Share on 15 February 2021 of 128.4 pence per Ordinary Share (being
the last business day prior to this announcement).
Conditional on the passing of the shareholder resolutions to be
proposed at a general meeting of the Company expected to take place
on or around 10 March 2021 (the "Issue Resolutions") (the "General
Meeting"), the maximum number of New Ordinary Shares that may be
issued pursuant to the Initial Issue and the Share Issuance
Programme is 400,000,000.
The Company was launched as a closed-ended investment company in
February 2017. The Company has successfully deployed the GBP843
million of equity and debt capital raised both on and since its IPO
in February 2017 and, consequently, the Company has been
considering a further equity raise to fund further investments in
line with its investment policy and objective and with a view to
delivering further value for its shareholders.
Summary
-- Issue of up to 60,164,539 New Ordinary Shares pursuant to an
Initial Placing, Open Offer, Offer for Subscription and
Intermediaries Offer, targeting gross proceeds of approximately
GBP75 million
-- Shareholders who qualify for the Open Offer ("Qualifying
Shareholders") will be offered the opportunity to participate in
the Open Offer on the basis of 3 New Ordinary Shares for every 26
Existing Ordinary Shares (the "Open Offer Entitlement")
-- Qualifying Shareholders will also be offered the opportunity
to subscribe for New Ordinary Shares in addition to their Open
Offer Entitlement under an excess application facility (the "Excess
Application Facility")
-- The Board have reserved the right to increase the size of the
Initial Issue by reallocating New Ordinary Shares otherwise
available under the Share Issuance Programme to increase the size
of the Initial Placing, the Offer for Subscription and/or the
Intermediaries Offer. Any decision to increase the size of the
Initial Issue will only be made after careful consideration of the
size and availability of the Company's investment pipeline
-- The Issue Price is 124.50 pence per New Ordinary Share. This
represents a premium of 2.3 per cent. to the Estimated NAV per
Ordinary Share as at 31 December 2020 (unaudited) of 123.2 pence,
reduced by the Q3 dividend of 1.44 pence per Ordinary Share
-- The Issue Price represents a discount of 3.0 per cent. to the
closing price per Ordinary Share on 15 February 2021 of 128.4 pence
per Ordinary Share (being the last business day prior to this
announcement)
-- The Investment Advisor, on behalf of the Company, has
identified a significant pipeline of additional assets which meet
the Company's investment objective and policy, the vast majority of
which have been sourced off-market through the Investment Advisor's
extensive contacts and relationships
-- The pipeline assets, which total around GBP140 million
including expected costs, are diversified across a range of
defensive and structurally supported sub-sectors, including
foodstores, industrial, drive-thru coffee and garden centres. They
benefit from a long weighted average unexpired lease term to expiry
of 21 years and to first break of 20 years and a blended net
initial yield of 5.5 per cent. (net of acquisition costs). These
assets are diversified by location and leased to a range of
institutional-grade tenants with strong financial covenants, with
rental uplifts linked to inflation or a fixed growth rate and with
a good mix within the pipeline of built assets and forward funded
structures
-- Although there can be no assurance that any of these
properties will be purchased by the Company, the Investment Advisor
is confident that it will substantially invest or commit the net
proceeds resulting from the Initial Issue within three months
following Initial Admission
-- The Company has reported continuing robust rent collection,
despite the pandemic, and as announced on 11 February 2021, the
Company is now targeting an annual dividend of 6.0 pence per
Ordinary Share for the 12-month period commencing on 1 April 2021*
(which represents a 4.3 per cent. increase on the Company's
pre-Covid-19 dividend rate of 5.75 pence per Ordinary Share)
-- The results of the Initial Issue are expected to be announced
in early March 2021 and a full timetable will be published shortly
in the Prospectus
Commenting on today's announcement, Stephen Hubbard, Chairman of
LXi REIT plc, said:
"This Initial Issue will enable the Company to capitalise on its
GBP140 million pipeline of off market investment opportunities. The
properties are diversified across a range of defensive and
structurally supported sub-sectors and let to high-quality tenant
covenants. We expect these opportunities to deliver attractive
returns to our shareholders going forward."
Applications will be made to the Financial Conduct Authority and
the London Stock Exchange for all of the New Ordinary Shares to be
issued pursuant to the Initial Issue and the Share Issuance
Programme to be admitted to the premium listing segment of the
Official List and to trading on the premium segment of the Main
Market ("Admission"). It is expected that Admission in respect of
the Initial Issue ("Initial Admission") will become effective and
dealings in the New Ordinary Shares will commence in March
2021.
Terms not otherwise defined in this announcement have the
meanings that will be given to them in the Prospectus. This summary
should be read in conjunction with the full text of this
announcement and the Prospectus, when available.
Background to, and reasons for, the Initial Issue
The Company listed on the London Stock Exchange in 2017 with the
objective of delivering inflation-protected income, as well as
ongoing capital growth, by investing in a diversified portfolio of
UK property that benefits from long term index-linked leases with
institutional-grade tenants. The Company has successfully deployed
the GBP843 million of equity and debt capital raised on and since
its IPO in February 2017 and, consequently, has been considering a
further equity raise to fund an accretive pipeline. The Board is
therefore proposing to seek Shareholder approval at the General
Meeting to authorise the Directors to allot New Ordinary Shares
pursuant to the Initial Issue and the Share Issuance Programme to
fund further investments in line with its investment policy and
objective and with a view to delivering further value for its
Shareholders.
The Investment Advisor, on behalf of the Company, has identified
a significant pipeline of additional assets which meet the
Company's investment objective and policy, the vast majority of
which have been sourced off-market through the Investment Advisor's
extensive contacts and relationships.
The Investment Advisor has already commenced negotiations and
discussions concerning the acquisition of such assets on behalf of
the Company. Furthermore, the Investment Advisor, on behalf of the
Company, has entered into exclusivity agreements in relation to the
acquisition of a number of these assets.
These assets are diversified by location and leased to a range
of institutional-grade tenants with strong financial covenants,
with rental uplifts linked to inflation or a fixed growth rate and
with a good mix within the pipeline of built assets and forward
funded structures.
The assets, which total around GBP140 million including expected
costs, are diversified across a range of defensive and structurally
supported sub-sectors, including foodstores, industrial, drive-thru
coffee and garden centres. They benefit from a long weighted
average unexpired lease term to expiry of 21 years and to first
break of 20 years and a blended net initial yield of 5.5 per cent.
(net of acquisition costs) (versus a current portfolio valuation
yield of 5.0 per cent. as at 31 December 2020).
These acquisitions are subject to ongoing due diligence by the
Investment Advisor and the Company's other professional advisers.
The Company currently has no binding contractual obligations with
potential vendors and, although there can be no assurance that any
of these properties will be purchased by the Company, the
Investment Advisor is confident that it will substantially invest
or commit the net proceeds resulting from the Initial Issue within
three months following Initial Admission. The Company fully
invested the proceeds of its two previous capital raises within six
weeks of closing those raises.
Following completion of the Initial Issue, the Board believes
that it is in the Company's best interests that it has the
flexibility to issue further New Ordinary Shares during the 12
months following publication of the Prospectus in order to raise
additional capital for the purpose of investment in accordance with
the Company's investment policy and objective. Conditional on the
passing of the Issue Resolutions to be proposed at the General
Meeting, the Board will be authorised to issue up to 400,000,000
New Ordinary Shares (less the number of New Ordinary Shares issued
pursuant to the Initial Issue) pursuant to the Share Issuance
Programme. If approved, the Share Issuance Programme may be
implemented by way of a series of placings and, potentially, open
offers, offers for subscription and/or intermediaries offers. Any
such issues of New Ordinary Shares would be at the discretion of
the Directors.
Benefits of the Issue
The Board believes that the Initial Issue and the Share Issuance
Programme will have the following benefits for the Company:
-- The additional assets forming the pipeline identified by the
Investment Advisor, if acquired, are expected to further diversify
the Company's portfolio of properties in terms of tenant,
geographic and sector exposures at a net initial yield higher than
the current portfolio valuation yield.
-- The Initial Issue and the Share Issuance Programme are
expected to broaden the Company's investor base and enhance the
size and liquidity of the Company's share capital.
-- Growing the Company through the Initial Issue and the Share
Issuance Programme will spread the fixed operating costs over a
larger capital base, thereby reducing the Company's ongoing charges
ratio.
-- The Share Issuance Programme will give the Company the
flexibility to raise additional capital following completion of the
Initial Issue for the purpose of investment in accordance with the
investment policy and objective of the Company and with a view to
delivering further value for Shareholders.
Overview of the Initial Issue
Initial Issue
The Company is targeting an issue of approximately GBP75 million
(gross) through the issue of 60,164,539 New Ordinary Shares
pursuant to the Initial Issue at the Issue Price of 124.50 pence
per New Ordinary Share.
If the overall demand exceeds this target, the Directors have
reserved the right, following consultation with Peel Hunt and
Jefferies (the "Joint Bookrunners"), to increase the size of the
Initial Issue by reallocating New Ordinary Shares that would
otherwise be available under the Share Issuance Programme to
increase the size of the Initial Placing, the Offer for
Subscription and/or the Intermediaries Offer. Any decision to
increase the size of the Initial Issue will only be made after
careful consideration of the size and availability of the Company's
investment pipeline. The maximum number of New Ordinary Shares that
may be issued pursuant to the Initial Issue and the Share Issuance
Programme is 400,000,000.
The actual number of New Ordinary Shares to be issued pursuant
to the Initial Issue, and therefore the gross proceeds of the
Initial Issue (the "Gross Issue Proceeds"), is not known as at the
date of this announcement but will be notified by the Company via a
RIS prior to Initial Admission. The Directors intend to use the net
proceeds of the Initial Issue to acquire investments in accordance
with the Company's investment policy and objective, as will be more
fully set out in the Prospectus.
The New Ordinary Shares issued pursuant to the Initial Issue
will, following Initial Admission, rank pari passu in all respects
with the Existing Ordinary Shares and will carry the right to
receive all dividends and distributions declared, made or paid in
respect of the Ordinary Shares by reference to a record date after
Initial Admission. For the avoidance of doubt, the New Ordinary
Shares will not be eligible to receive the interim quarterly
dividend, in respect of the quarter ended 31 December 2020, of 1.44
pence per Ordinary Share, payable on 26 March 2021 to shareholders
on the register at 26 February 2021, as declared on 11 February
2021.
The Issue Price is calculated by reference to the Estimated NAV
per Ordinary Share as at 31 December 2020 (unaudited) of 123.2
pence, reduced by the dividend of 1.44 pence per Ordinary Share
announced on 11 February 2021 with a record date of 26 February
2021, in respect of the quarter ended 30 December 2020, and
increased to reflect the costs and expenses of the Initial Issue,
which are expected to be approximately 2 per cent. of the Gross
Issue Proceeds.
Initial Placing
Peel Hunt and Jefferies have each agreed to use their reasonable
endeavours to procure subscribers for New Ordinary Shares pursuant
to the Initial Placing. The terms and conditions which shall apply
to any subscription for New Ordinary Shares pursuant to the Initial
Placing will be set out in the Prospectus.
Open Offer
New Ordinary Shares are being offered to Qualifying Shareholders
by way of the Open Offer. The Open Offer will provide an
opportunity for Qualifying Shareholders to participate in the
Initial Issue by subscribing for their Open Offer Entitlements,
being 3 New Ordinary Shares for every 26 Existing Ordinary Shares
held and registered in their name at a record date to be specified
in the Prospectus.
If the Initial Issue proceeds, valid applications under the Open
Offer will be satisfied in full up to applicants' Open Offer
Entitlements. Any New Ordinary Shares not taken up under the Open
Offer will be made available under the Excess Application Facility,
the Initial Placing, the Offer for Subscription and the
Intermediaries Offer. Open Offer Entitlements will be rounded down
to the nearest whole number and any fractional entitlements to New
Ordinary Shares will be disregarded in calculating Open Offer
Entitlements. Fractions will be aggregated and made available to
Qualifying Shareholders under the Excess Application Facility.
Qualifying Shareholders who wish to subscribe for more New Ordinary
Shares than their Open Offer Entitlement could therefore make an
application under the Excess Application Facility, the Offer for
Subscription, the Intermediaries Offer or, if appropriate, the
Initial Placing. Shareholders should be aware that the Open Offer
is not a rights issue and Open Offer Entitlements cannot be
traded.
The full details of the timetable relating to the Open Offer
will be contained within the Prospectus, together with details of
how Shareholders can apply for New Ordinary Shares under the Open
Offer. Shareholders should not subscribe for or purchase any New
Ordinary Shares except on the basis of information set out in the
Prospectus.
Offer for Subscription
The Directors are also proposing to offer New Ordinary Shares
under the Offer for Subscription, subject to the terms and
conditions to be set out in the Prospectus. The Offer for
Subscription will be made available in the United Kingdom,
Guernsey, Jersey and the Isle of Man. Individual applications must
be for a minimum subscription of 1,000 New Ordinary Shares and then
in multiples of 1,000 New Ordinary Shares thereafter, although the
Board has discretion to accept applications below these minimum
amounts. Multiple subscriptions under the Offer for Subscription by
individual investors will not be accepted.
Intermediaries Offer
Prospective investors may also subscribe for New Ordinary Shares
pursuant to the Intermediaries Offer. Only the Intermediaries'
retail investor clients in the United Kingdom, Guernsey, Jersey and
the Isle of Man are eligible to participate in the Intermediaries
Offer. Investors may apply to any one of the Intermediaries to be
accepted as their client.
No New Ordinary Shares allocated under the Intermediaries Offer
will be registered in the name of any person whose registered
address is outside the United Kingdom, the Channel Islands or the
Isle of Man. A minimum application of 1,000 New Ordinary Shares per
Underlying Applicant will apply and thereafter an Underlying
Applicant may apply for any higher amount. Allocations to
Intermediaries will be determined solely by the Company (following
consultation with Peel Hunt, in its capacity as intermediaries
offer adviser, and Jefferies).
Scaling back and allocation
The Directors have reserved the right, following consultation
with the Joint Bookrunners, to increase the size of the Initial
Issue if overall demand exceeds 60,164,539 New Ordinary Shares by
reallocating New Ordinary Shares that would otherwise be available
under the Share Issuance Programme to increase the size of the
Initial Placing, the Offer for Subscription and/or the
Intermediaries Offer.
In the event that commitments under the Initial Issue exceed the
maximum number of New Ordinary Shares available (notwithstanding
any such reallocation), applications under the Initial Issue (other
than applications up to Qualifying Shareholders' full entitlement
under the Open Offer) will be scaled back at the Company's
discretion following consultation with the Joint Bookrunners. The
basis of allocation of New Ordinary Shares under the Initial Issue
will be:
(i) to each Qualifying Shareholder who applies, up to his full
entitlement under the Open Offer (New Ordinary Shares issued to
Qualifying Shareholders under the Open Offer are not subject to
scaling back to satisfy valid applications under the Initial
Placing, the Offer for Subscription, the Intermediaries Offer or
the Excess Application Facility); and
(ii) any New Ordinary Shares not taken up under the Open Offer
or otherwise available under the Initial Issue, to applicants under
the Initial Placing, the Offer for Subscription, the Intermediaries
Offer and the Excess Application Facility, with applications scaled
back at the discretion of the Company following consultation with
the Joint Bookrunners.
There will be no priority given to applications under the
Initial Placing, the Offer for Subscription, the Intermediaries
Offer or the Excess Application Facility pursuant to the Initial
Issue.
New Ordinary Shares and future dividends
The Directors have considered the potential impact of the
Initial Issue on the payment of dividends to existing holders of
Ordinary Shares and will take steps to ensure that it will not
result in any material dilution of the dividends attributable to
existing Shareholders. Holders of New Ordinary Shares will not be
entitled to receive any dividends declared with a record date prior
to the date of their issue.
On 11 February 2021, the Board declared an interim dividend of
1.44 pence per Ordinary Share in respect of the quarter ended 31
December 2020, payable on 26 March 2021 to Shareholders on the
register at 26 February 2021 (the "Q3 Dividend"). Accordingly,
holders of New Ordinary Shares issued pursuant to the Initial Issue
(or the Share Issuance Programme) will not be entitled to receive
the Q3 Dividend.
However, holders of the New Ordinary Shares issued pursuant to
the Initial Issue will be entitled to receive any dividend declared
in respect of the quarter ending 31 March 2021. On 11 February
2021, the Board confirmed that it continues to target an interim
dividend of 1.46 pence per Ordinary Share in respect of the quarter
ending 31 March 2021.
Throughout the pandemic, the Company has maintained a policy to
continue to pay dividends which are covered by net income. The
Board reported on 11 February 2021, that, following successive
quarters of strong rent collection and rental growth, the Company
is targeting an annual dividend of 6.0 pence per Ordinary Share for
the 12-month period commencing 1 April 2021* (the "Annual Dividend
Target").
The Annual Dividend Target assumes that rent collection levels
remain in line with forecasts and the resulting dividend will be
fully covered by net rental income. The Annual Dividend Target will
be payable in equal quarterly instalments of 1.50 pence per
Ordinary Share and represents a 4.3 per cent. increase on the
Company's pre-Covid-19 dividend rate of 5.75 pence per Ordinary
Share.
Share Issuance Programme
Following the Initial Issue, the Directors intend to implement
the Share Issuance Programme to enable the Company to raise
additional capital in the 12 months following publication of the
Prospectus for the purpose of investment in accordance with the
investment policy and objective of the Company and with a view to
delivering further value for Shareholders.
The Directors will seek authority at the General Meeting to
allot up to 400,000,000 million New Ordinary Shares pursuant to the
Initial Issue and the Share Issuance Programme. Assuming 60,164,539
New Ordinary Shares are issued pursuant to the Initial Issue (being
the target number of New Ordinary Shares to be issued thereunder),
the Directors will be authorised to issue a further 339,835,461 New
Ordinary Shares pursuant to the Share Issuance Programme
(conditional on the passing of the Issue Resolutions). However, the
number of New Ordinary Shares available under the Share Issuance
Programme is intended to be flexible and should not be taken as an
indication of the number of shares to be issued (which will depend
on investor demand, the wider investment market for long leased
property assets, and the Company's ability to source attractive
investment opportunities in this market).
Any New Ordinary Shares issued pursuant to the Share Issuance
Programme will, following the relevant Admission, rank pari passu
in all respects with the Ordinary Shares then in issue and will
carry the right to receive all dividends and distributions
declared, made or paid in respect of the Ordinary Shares by
reference to a record date after the relevant Admission.
The Share Issuance Programme may be implemented by a series of
placings, the terms and conditions of which will be set out in the
Prospectus, and/or by way of open offers, offers for subscription
and/or intermediaries offers, the terms of which will be published
at the time of such open offers, offers for subscription or
intermediaries offers (each a "Subsequent Issue"). Conditional on
the passing of the Issue Resolutions, the issue of New Ordinary
Shares pursuant to the Share Issuance Programme will be at the
discretion of the Directors.
The price at which New Ordinary Shares will be issued pursuant
to a Subsequent Issue under the Share Issuance Programme will be
determined by the Company and will be not less than the prevailing
Net Asset Value per Ordinary Share at the time of issue plus a
premium to cover the costs and expenses of such issue. Further
information on the Share Issuance Programme will be set out in the
Prospectus.
Considerations associated with the Proposals
Shareholders should have regard to the following when
considering the Proposals:
-- The past performance of the Company or of the Investment
Advisor is not necessarily indicative of likely future
performance.
-- All existing Shareholders not participating in the Initial
Issue will be diluted. Furthermore, Shareholders who choose not to,
or who are unable to, participate in any Subsequent Issue under the
Share Issuance Programme for an amount at least pro rata to their
existing holding will have their percentage holding diluted
following the relevant Admission. Assuming that 400,000,000 New
Ordinary Shares are issued pursuant to the Initial Issue and the
Share Issuance Programme (being the maximum number of New Ordinary
Shares that the Directors would be authorised to issue thereunder):
(i) Qualifying Shareholders who take up their full Open Offer
Entitlement under the Initial Issue (excluding any New Ordinary
Shares acquired through the Excess Application Facility) will
suffer a maximum dilution of approximately 36.9 per cent. to their
ownership and voting interests in the Company by virtue of the
issue of New Ordinary Shares pursuant to the Initial Issue and the
Share Issuance Programme; and (ii) Qualifying Shareholders who do
not take up any of their Open Offer Entitlement under the Initial
Issue and Shareholders who are not eligible to participate in the
Open Offer will suffer a maximum dilution of approximately 43.4 per
cent. to their ownership and voting interests in the Company by
virtue of the issue of New Ordinary Shares pursuant to the Initial
Issue and the Share Issuance Programme.
-- The Company has not entered into any legally binding
contractual arrangements to acquire any further properties from any
potential vendors. There can therefore be no assurance as to how
long it will take for the Company to invest the proceeds of the
Initial Issue. Even where the Company, acting on advice from the
Investment Advisor, has identified and approved the acquisition of
a property in line with its investment objective and investment
policy, it may encounter a number of delays before the property is
finally acquired. The past performance of the Investment Advisor in
terms of the speed of deployment of the GBP843 million of equity
and debt raised on and since the Company's IPO cannot be taken as
an indication of the speed of deployment of the net proceeds of the
Initial Issue.
Shareholders should read the Risk Factor section in the
Prospectus in full.
General Meeting
The Initial Issue and the Share Issuance Programme are
conditional on the approval by Shareholders of the Issue
Resolutions to be proposed at a General Meeting of the Company
which is expected to be convened on or around 10 March 2021.
The Company currently has authority to issue up to 52,142,601
Ordinary Shares on a non-pre-emptive basis. It is proposed that the
authorities sought at the General Meeting, if approved, will be in
addition to any existing authorities obtained by the Company.
In accordance with the Articles, all Shareholders present in
person or by proxy shall upon a show of hands have one vote and
upon a poll shall have one vote in respect of each Ordinary Share
held. In order to ensure that a quorum is present at the General
Meeting, it is necessary for two Shareholders entitled to vote to
be present, whether in person or by proxy (or, if a corporation, by
a representative).
All Shareholders are entitled to attend and vote at the General
Meeting. However, In light of the ongoing COVID-19 pandemic and the
measures imposed by the UK Government to combat the spread of the
virus, the General Meeting will be run as a closed meeting and
Shareholders will not be permitted to attend in person.
The formal notice convening the General Meeting will be set out
in the Circular, expected to be published shortly.
Company Overview
-- The Company's current portfolio:
o has a long weighted average unexpired lease term to first
break of 21 years, with 95 per cent. of its rental income being
index-linked or containing fixed uplifts;
o was acquired at an attractive average net initial yield of 5.8
per cent., which is 80 basis points above its current portfolio
valuation yield (as at 31 December 2020), through a mix of pre-let
forward fundings and built asset acquisitions;
o is 100 per cent. let or pre-let to over 50 institutional-grade
tenants across a range of robust sectors; and
o is leveraged at 30 per cent. LTV, with a weighted average of
13 years unexpired and a fixed average rate of 2.85 per cent. per
annum on the Company's term loans
-- The Company has delivered an average annual total NAV return
of 10 per cent. per annum since IPO
-- The Company has effected selective asset disposals generating
an average geared IRR of 23 per cent. per annum
FOR FURTHER INFORMATION, PLEASE CONTACT:
LXI REIT Advisors Limited Via Maitland/AMO
John White
Simon Lee
Freddie Brooks
Peel Hunt LLP (Sponsor, Joint Global Tel: 020 7418 8900
Co-ordinator, Joint Broker, Joint Bookrunner
and Intermediaries Offer Adviser)
Luke Simpson, Liz Yong, Tom Pocock
(IBD)
Alex Howe, Chris Bunstead (Sales)
Alistair Boyle (Intermediaries)
Al Rae, Sohail Akbar (Syndicate)
---------------------------------
J efferies International Limited and
Jefferies GmbH (Joint Global Co-ordinator,
Joint Broker and Joint Bookrunner)
Ed Matthews - ematthews1@jefferies.com
Tom Yeadon - tyeadon@jefferies.com 020 7029 8000
---------------------------------
Maitland/AMO (Communications Adviser) 07747 113 930
James Benjamin lxireit-maitland@maitland.co.uk
---------------------------------
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 expiry or 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 6.0 pence per
Ordinary Share for the 12-months commencing 1 April 2021*.
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 Financial Conduct 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 250, FTSE EPRA/NAREIT
and MSCI indices.
* These are guidance levels or targets only and not a profit
forecast. In setting this target the Board has applied
sensitivities to contracted rental income that reflect the possible
impact of the COVID-19 pandemic and assessed the effect of such
sensitivities on the net earnings and liquidity of the Group. The
target assumes that future rent collection is not materially lower
than that achieved so far throughout the pandemic and the Board
reserves the right to withdraw or amend guidance in the event that
rent collection materially worsens.
There can be no assurance that this target will be met and it
should not be taken as an indication of the Group's expected future
results which may be impacted by events or circumstances existing
or arising after the date that the Annual Dividend Target was
announced.
EXPECTED TIMETABLE
2021
Posting of the Circular and Notice Mid-February
of General Meeting
Prospectus published and Initial Mid-February
Issue opens
General Meeting Early-March
Initial Issue closes Early-March
Announcement of the results of the Early-March
Initial Issue
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 announcement are to London
times.
About the AIFM and LXI REIT Advisors Limited
The Company has appointed Alvarium Fund Managers (UK) Limited as
its alternative investment fund manager (the "AIFM"). The Company
and the AIFM have appointed the Investment Advisor to provide
certain services in relation to the Company and its portfolio.
Alvarium Fund Managers (UK) Limited is 100 per cent. owned by
Alvarium Investments Limited. Alvarium was established in 2009 and
has grown to become a substantial, international multi-family
office and asset manager, supervising in excess of US$18 billion of
assets, for families, private individuals and institutions. It has
over 200 employees and 12 offices around the world.
The Investment Advisor has extensive expertise in the purchase
and forward funding of commercial property assets let or pre-let on
long, index-linked leases to institutional grade tenants with
strong financial covenants across a wide range of defensive and
robust sectors.
The Investment Advisor comprises property, legal and finance
professionals with significant experience in the real estate
sector, as described below. The team has capitalised and transacted
over GBP2 billion of commercial property assets with a particular
focus on accessing secure, long-let and index-linked UK commercial
real estate through forward funding and built asset structures.
The core management team of the Investment Advisor (whose
details are set out below) is supported by a team of other
accounting, asset management, compliance, marketing, public
relations, administrative and support staff. The key individuals
responsible for executing the Company's investment strategy at the
Investment Advisor are:
John White
John entered the commercial property market in 1987 and after
qualifying as a chartered surveyor at Allsops moved to the
investment team at Cushman & Wakefield. There he became a
partner and spent the next 18 years advising a range of
institutional investor clients on their UK acquisitions and
disposals across the full range of real estate sub-sectors
including retail (in and out of town), offices (London, Thames
Valley and regional cities), logistics, and alternatives. John
moved into private equity real estate in 2007 and co-founded Osprey
Equity Partners in 2011 and LXi REIT Advisors Limited in 2016.
Simon Lee
Simon trained and practised as a solicitor at City law firm,
Slaughter and May, from 1999 to 2006, following which he spent the
next 10 years in private equity real estate, co-founding Osprey
Equity Partners in 2011 and LXi REIT Advisors Limited in 2016.
Simon's role covers a wide range of areas, including formulating
investment strategies and products, raising equity and debt
finance, asset selection, and negotiating and implementing
transactions with vendors, purchasers, developers, investors,
lenders and joint venture partners.
Freddie Brooks
Freddie trained and qualified as a chartered accountant in BDO's
Real Estate and Construction team, gaining significant experience
in the sector, working with similar listed vehicles, private
property funds, developers and a number of the UK's top
contractors. Freddie is also a qualified chartered surveyor
(property finance and investment pathway) and a member of the RICS.
Freddie's role covers all historical and strategic financial
matters including annual and interim reporting, budgeting and
forecasting, treasury management and the monitoring of internal
controls. Freddie is also responsible for the Investment Advisor's
reporting to the Company's Board of Directors.
Directors of the Company
The Directors are as follows:
Stephen Hubbard, non-executive Chairman
Stephen Hubbard previously served as Executive Chairman of UK
CBRE Group, the world's largest property advisory firm. Before that
Stephen served as Co-Head of CBRE Capital Markets Europe. He joined
Richard Ellis in 1976 and served as Head of EMEA and UK Capital
Markets from 1998 to 2012. He is also a member of the Advisory
Board for Redevco which is a pan-European property holding company.
In July 2020, Stephen became the Chairman of Workspace Group plc,
having served as a non-executive director since July 2014.
Colin Smith OBE, non-executive Director
Colin Smith OBE served for ten years as Chairman of Poundland
Group Holdings, Europe's largest single price discount retailer.
Prior to this, he was Chief Executive and Finance Director of
Safeway Plc, the national supermarket retailer. Colin served as
Chairman of Hilton Food Group plc between 2016 and 2018, having
previously served as a non-executive director since 2010. He also
has experience in the not for profit sector, formerly serving as
Chairman of The Challenge Network, as a trustee of Save the
Children and as Chairman of the food industry sponsored Red Tractor
assurance scheme. Colin has been appointed as the Company's Senior
Independent Director.
Jeannette (Jan) Etherden, non-executive Director
Jan Etherden has over 35 years' experience in the investment
industry, as an analyst, fund manager, then a non-executive
director. Previously head of UK equities for Confederation Life/Sun
Life of Canada, she joined Newton in 1996 as a director
specialising in multi-asset segregated portfolios and also was
their Investment COO from 1999 to 2001. Subsequently she worked
with Olympus Capital Management as business development manager for
specialist hedge fund products. She is a director of Miton UK
MicroCap Trust plc and has previously served on the Boards of
Ruffer Investment Company Ltd and TwentyFour Income Fund Ltd.
John Cartwright, non-executive Director
John Cartwright was formerly Chief Executive of The Association
of Real Estate Funds (AREF) from 2009 to 2019. His responsibilities
as Chief Executive of AREF were to represent and promote the
interests of members, promote best practice in fund governance and
ensure the smooth running of the association. Prior to this, John
was with M&G Real Estate (formerly PRUPIM) for nearly 35 years
in a variety of roles; latterly as Head of Institutional and Retail
Funds and a member of PRUPIM's Board and Investment Committee. He
has more than 20 years' experience of managing pooled and
segregated accounts for both retail and institutional investors.
John is also a member of the Investment Committee of Lothbury
Property Trust.
Patricia Dimond, non-executive Director
Patricia Dimond has had an international career with over 30
years in consumer and financial markets. As an Executive or
Strategic Advisor, she has worked with FTSE 100, Private Equity and
owner managed companies. She is an investor in early stage
technology ventures, with an expertise in Fintech. Patricia is an
alumnae of McKinsey, 1994-1999 and a Chartered Financial Analyst
(CFA), 2006. She qualified, with Deloitte, as a Chartered
Accountant (CA) in 1985, and holds an MBA from IMD Switzerland,
1993. Patricia currently serves as a Non-Executive Director for the
English National Opera, where she is Senior Independent Director
(SID) and Chair of Audit and Risk, and, as a non-executive director
of Foresight VCT plc.
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 may, subject to any applicable law, be obtained from the
registered office of the Company and at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website, www.lxireit.com/company-documents.
Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any other
website, is incorporated into, or forms part of, this announcement
nor, unless previously published by means of an RIS announcement,
should any such content be relied upon in reaching a decision as to
whether or not to acquire, continue to hold, or dispose of,
securities in the Company. 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. Approval of the
prospectus by the FCA should not be understood as an endorsement of
the securities that are the subject of the prospectus. Potential
investors are recommended to read the prospectus before making an
investment decision in order to fully understand the potential
risks and rewards associated with a decision to invest in the
Company's securities.
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 Alvarium Fund Managers (UK) Limited, which is
authorised and regulated by the Financial Conduct Authority, 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"). This announcement is not an offer of securities for sale
in or into the United States. The New Ordinary Shares have not
been, and will not be, registered under the US Securities Act 1933,
as amended (the "US Securities Act"), or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold into or within the
United States, absent registration under, or except pursuant to an
exemption from the registration requirements of, the US Securities
Act, and in compliance with any applicable securities laws of any
state or other jurisdiction in the United States. No public
offering of securiteis is being made in the United States.
In addition the Company has not been and will not be registered
under the US Investment Company Act of 1940, as amended.
Further, this announcement is not for release, publication or
distribution into Australia, New Zealand, Canada, Singapore, the
Republic of South Africa, Japan or any member state of the EEA
(other than any member state of the EEA where the Company's
securities may be lawfully marketed) or any other jurisdiction
where such distribution is unlawful.
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. Each of
Peel Hunt LLP ("Peel Hunt"), Jefferies International Limited, both
of which are authorised and regulated in the United Kingdom by the
FCA, and Jefferies GmbH, registered in Germany and authorised and
regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht
(together, Jefferies International Limited and Jefferies GmbH,
being "Jefferies"), is acting exclusively for the Company and for
no-one else and will not regard any other person (whether or not a
recipient of this announcement or the Prospectus) as its client in
relation to the Initial Issue, the Share Issuance Programme and the
other arrangements referred to in the Prospectus and will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients, nor for providing advice in
connection with the Initial Issue, the Share Issuance Programme,
any Admission and the other arrangements referred to in this
announcement and in the Prospectus.
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 Jefferies 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 Regulation Rules of the Financial Conduct
Authority, the UK 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 Jefferies, 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 and Jefferies, and their affiliates,
accordingly disclaim all and any liability whether arising in tort,
contract or otherwise which they might otherwise be found to have
in respect of this announcement or its contents or otherwise
arising in connection therewith.
In connection with the Initial Issue and/or any Subsequent
Issue, Peel Hunt and/or Jefferies, and any of their affiliates, may
take up a portion of the New Ordinary Shares 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 Initial Issue, relevant Subsequent 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 and any of its affiliates and/or Jefferies and any of its
affiliates acting in such capacity. In addition Peel Hunt and/or
Jefferies, and any of their affiliates may enter into financing
arrangements (including swaps or contracts for differences) with
investors in connection with which Peel Hunt and/or Jefferies, and
any of their affiliates may from time to time acquire, hold or
dispose of Ordinary Shares. Peel Hunt and Jefferies 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) the UK's implementation of EU Directive
2014/65/EU on markets in financial instruments, as amended ("UK
MiFID II"); and (b) the UK's implementation of Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID
II, and in particular Chapter 3 of the Product Intervention and
Product Governance Sourcebook of the FCA (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 have been subject to a product approval process,
which has determined that such securities 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 UK MiFID II; and (ii) eligible for distribution
through all distribution channels as are permitted by UK MiFID II
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors (such term to have the same meaning as in
the MiFID II Product Governance Requirements) should note that: the
market 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 capital
protection, 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 Inital Issue and/or Share Issuance Programme. Furthermore,
it is noted that, notwithstanding the Target Market Assessment,
Peel Hunt and Jefferies will only procure investors (pursuant to
the Initial Issue and Share Issuance Programme) 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 UK 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.
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END
IOEGPUUPPUPGPGA
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