TIDMLXI
RNS Number : 5004P
LXI REIT PLC
18 February 2021
18 February 2021
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 Issue - Expected Timetable
Further to the announcement published by the Company on 16
February 2021, of 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. The Company will also publish at the same time a
circular containing a Notice of General Meeting (the
"Circular").
Subject to regulatory approval, the Company expects to publish
the Prospectus later today and the expected timetable for the
Initial issue will be as follows below.
Terms not otherwise defined in this announcement have the
meanings that will be given to them in the Prospectus.
EXPECTED TIMETABLE
2021
Record Date for entitlements under close of business on 16 February
the Open Offer 18 February
Posting of the Circular and the Notice
of General Meeting
Prospectus published and Initial 18 February
Issue opens
Ex entitlement date for the Open 8.00 a.m. 18 February
Offer
Open Offer Entitlements and Excess as soon as possible on 19
CREST Open Offer Entitlements enabled February
in CREST and credited to stock accounts
of Qualifying CREST Shareholders 4.30 p.m. on 4 March
Recommended latest time and date
for requesting withdrawal of Open 3.00 p.m. on 5 March
Offer Entitlements and Excess Open
Offer Entitlements from CREST 2 p.m. on 8 March
Recommended latest time and date
for depositing Open Offer Entitlements 3.00 p.m. on 8 March
and Excess Open Offer Entitlements
into CREST
Latest time and date for receipt
of proxy appointments for use at
the General Meeting
Recommended latest time for splitting
Open Offer Application Forms (to
satisfy bona fide market claims only)
General Meeting 2 p.m. on 10 March
Announcement of the results of the 10 March
General Meeting through a Regulatory
Information Service
Latest time and date for receipt 11.00 a.m. on 10 March
of completed Open Offer Application
Forms and payment in full under the
Open Offer or settlement of relevant
CREST instructions
Latest time and date for receipt 11.00 a.m. on 10 March
of completed Offer for Subscription
Application Forms and, if applicable,
Tax Residency Self-Certification
Forms, and payment in full under
the Offer for Subscription
Latest time and date for receipt 3.00 p.m. on 10 March
of completed applications from the
Intermediaries in respect of the
Intermediaries Offer
Latest time and date for commitments 5.00 p.m. on 10 March
under the Initial Placing
Initial Issue closes 10 March
Announcement of the results of the 11 March
Initial Issue
Admission and dealings in New Ordinary 8.00 a.m. on 15 March
Shares commence
CREST accounts credited with uncertificated as soon as possible on 15
New Ordinary Shares March
Where applicable, definitive share 22 March
certificates despatched by post in
the week commencing**
** Underlying applicants who apply to Intermediaries for New
Ordinary Shares under the Intermediaries Offer will not receive
share certificates
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.
FOR FURTHER INFORMATION, PLEASE CONTACT:
LXI REIT Advisors Limited Via Maitland/AMO
John White
Simon Lee
Freddie Brooks
Peel Hunt LLP (Sponsor, Joint Global
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) 020 7418 8900
---------------------------------
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.
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
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