TIDMPRSR TIDMSGM
RNS Number : 4034D
PRS REIT PLC (The)
31 January 2018
31 January 2018
PRSR.L
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. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTE"
TOWARDS THE OF THIS ANNOUNCEMENT.
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 published by The PRS REIT plc on 4 May
2017 (the "Prospectus") 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. 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.
The PRS REIT plc
(the "Company" or the "PRS REIT")
Proposed Placing of up to 250 million shares
under the Placing Programme
The PRS REIT plc, the closed-ended real estate investment trust
established to invest in new build homes in the Private Rented
Sector ("PRS"), is pleased to announce a proposed placing of up to
250 million new Ordinary Shares in the Company, at a placing price
of 102.5 pence per share (the "Placing") to qualified investors.
This follows the full commitment (ahead of schedule) of the net
proceeds raised in the Company's GBP250 million IPO on 31 May
2017.
The Placing is in line with the Company's growth strategy, and
is part of its Placing Programme detailed in its Prospectus, issued
at IPO. The net proceeds of the Placing will be used to acquire PRS
development sites and newly completed PRS sites. As previously
announced in the Quarterly Update, published on 10 January 2018,
the PRS REIT continues to make strong progress and its Investment
Adviser, Sigma PRS Management Limited, has identified further
attractive PRS development opportunities, with a current gross
development cost ("GDC") in excess of GBP540 million.
In an additional statement, released today, the Company also
reports its maiden dividend, net asset value, and confirms that
credit approved terms have been agreed for GBP200 million of debt
facilities.
Nplus1 Singer Advisory LLP and Nplus1 Singer Capital Markets
Limited (together "N+1 Singer") and Stifel Nicolaus Europe Limited
("Stifel") are acting as Joint Bookrunners to the Company in
connection with the Placing.
Placing Highlights:
-- The Placing, which is not underwritten, comprises
a placing of up to 250 million new Ordinary
Shares to be issued under the Company's existing
general authority to issue shares on a non
pre-emptive basis.
-- The issue price per Ordinary Share of any
shares issued pursuant to the Placing will
be 102.5 pence per Ordinary Share (the "Placing
Price"). This represents a discount of 1.0
per cent. to the closing price per Ordinary
Share of 105 pence at the close of business
on 30 January 2018 net of the maiden dividend
of 1.50 pence declared today, and a premium
of 4.4 per cent. to the latest (cum income)
NAV per Ordinary Share of 98.2 pence as at
31 December 2017 (unaudited). The Placing
will be NAV accretive for existing shareholders.
-- Any Ordinary Shares issued pursuant to the
Placing will be subject to the terms and conditions
of the Placing Programme set out in the Prospectus
and which can be found in the appendix to
this announcement. When issued, these Ordinary
Shares will rank pari passu with the existing
Ordinary Shares in issue, save that they will
not be entitled to receive the dividend of
1.50 pence declared today for the financial
period to 31 December 2017.
-- The Placing will be launched immediately following
this announcement. The bookbuild is expected
to close at 1.00 p.m. (London time) on 1 March
2018, but may be closed earlier or later at
the discretion of the Company and the Joint
Bookrunners. The full timetable can be found
further below.
-- Application will be made to the London Stock
Exchange for admission of the new Ordinary
Shares in the Company to be issued pursuant
to the Placing to the Specialist Fund Segment
of the London Stock Exchange's Main Market
for listed securities ("Admission"). It is
expected that Admission of the Ordinary Shares
issued pursuant to the Placing will become
effective on or around 6 March 2018.
Steve Smith, Chairman, commented:
"The PRS REIT has made strong progress since its IPO eight
months ago, when we raised GBP250 million to invest in new rental
homes across the regions in England. Having fully committed these
funds, we are delighted to be launching a second share placing,
which is targeting up to circa GBP250 million. The proceeds from
this placing will enable us to continue to deliver more high
quality rental homes for middle-income families.
"There is an urgent need for new rental homes across the country
and we see our professionally managed, well-designed, new
properties playing an important part in satisfying that demand,
while also creating new, vibrant communities."
This announcement is released by The PRS REIT plc and contains
inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information
relating to the Placing described herein, and is disclosed in
accordance with the Company's obligations under Article 17 of
MAR.
For further information, please contact:
The PRS REIT plc Tel: +44 (0)20 3178
Steve Smith, Non-executive Chairman 6378
Sigma PRS Management Limited Tel: +44 (0)333 999
Graham Barnet 9926
Graeme Hogg
N+1 Singer Tel: +44 (0)20 7496
James Maxwell, Liz Yong, James 3000
Hopton (Corporate Finance)
Michael Taylor (Corporate Broking)
Stifel Tel: +44 (0)20 7710
Mark Young, Neil Winward, Tunga 7600
Chigovanyika
G10 Capital Limited (AIFM) Tel: +44 (0)20 3696
Gerhard Grueter, Anthony Wood, 1302
Gaia Udage
KTZ Communications Tel: +44 (0)20 3178
Katie Tzouliadis, Irene Bermont-Penn, 6378
Emma Pearson
Introduction
The Company has been established to create an investment
portfolio of newly-constructed, residential PRS sites of multiple
units, which are aimed at providing middle-income families with
professionally managed, high quality housing. At the same time, the
Company intends to generate an attractive level of income for
investors, together with the prospect of income and capital
growth.
The Company's PRS units mainly comprise family homes, let on
Assured Shorthold Tenancies (as defined in the Housing Act 1988) to
qualifying tenants. The properties are predominately located across
sites in cities and towns in England, with a focus on the main
conurbations, and largest employment centres, outside London. The
locations follow the main rail and road infrastructure, including
the proposed HS2 and HS3 rail networks. The assets come with the
benefit of a 10 year National House Building Council or equivalent
warranties, with a consequently low level of capital expenditure
allied to a predictable and low cost maintenance regime.
As reported in the PRS REIT's Quarterly Update, published on 10
January 2018, the Company has now fully committed (ahead of
schedule) all the net proceeds from its IPO, which raised GBP250
million (gross). Furthermore, today, the PRS REIT has announced its
maiden dividend and NAV, which was in line with management
expectations, and it remains well-positioned to achieve its near
term dividend and NAV targets. In addition, credit approved terms
have been agreed for GBP200 million of debt facilities.
The Company's Investment Adviser has identified further PRS
development opportunities, which it believes are attractive, with
current gross development cost ("GDC") in excess of GBP540m,
equating to approximately 3,800 new homes. These opportunities
include development sites in new geographies, such as the East
Midlands and South Yorkshire. Through agreements with its house
building partners, strong relationships with local authorities and
support from Homes England, the Company has visibility on the
potential delivery of over 10,000 new rental homes. The Directors
of the Company therefore consider that the PRS REIT is well-placed
to deliver against its growth strategy and to deploy additional
equity capital, thereby benefiting all its stakeholders.
Investment Highlights
Undersupply of Housing and Rising Demand
-- The Town and Country Planning Association and
the Government recognise a requirement for
300,000 new dwellings per annum to deal with
the structural undersupply of housing.
o Net new dwellings of 216,000 in 2016/17 is
still well behind requirement and does not
address the accumulated deficit of new dwellings.
-- The UK population of 65.7 million in 2016 is
projected to grow by 5.4 per cent. over the
next 10 years, with the creation of new households
projected to increase by 8.1 per cent. over
the same period.
Lack of House Price Affordability
-- England has some of the highest rates of house
price inflation and worst affordability levels
in the OECD.
o The average house now costs almost 8 times
average earnings and, in nearly 30 per cent.
of Local Authorities, that multiplier is 10
times. This has the effect of generating greater
demand for rented accommodation.
Rental Market
-- Of the 23.5 million households in the UK, over
4 million are now privately rented, almost
double the number ten years ago and growing.
o The PRS market is fragmented, and typically
privately managed.
o Buy-to-let ("BTL") is diminishing in popularity
due to taxation, costs of entry and lending
restrictions - BTL mortgage applications have
fallen by 47 per cent. in the last 12 months;
data suggests investors are shedding stock.
o Currently, there is a pipeline of GBP17 billion
of rented stock with a forecast requirement
of GBP300 billion over the next five years.
o By 2020, the PRS market is projected to grow
to nearly 6 million households or 25 per cent.
of all households.
o The rental market for family houses (rather
than apartments) is believed to be particularly
undersupplied. 51 per cent. of renters are
families, however, over 90 per cent. of new
build to rent supply is apartments.
-- Growth in the PRS market has been fuelled by
diminishing affordability levels and lack of
mortgage availability, as well as population
growth and an increase in the number of households.
First time buyer stamp duty relief is having
limited impact on growth trends in the private
rented sector.
Long Term Income from Investments with Predictable Cash
Flows
-- As announced today, the target dividend yield
in the period to 30 June 2018 is 5 per cent.*
and the target dividend yield in the period
from 1 July 2018 to 30 June 2019 is 5 per cent.*
-- The Company is targeting a stabilised dividend
yield of 6 per cent.* or more per annum and
net total shareholder returns of 10 per cent.*
or more per annum post stabilisation.
-- PRS assets are spread over geographically diverse
locations, mitigating localised risk factors.
Benefits of the Placing
The Directors believe that the Placing will offer the following
key benefits to Shareholders:
-- Further the Company's growth strategy and enable
additional investments in accordance with the
Company's investment criteria;
-- Create additional operational efficiencies,
with fixed operating expenses spread over a
larger capital base, so reducing ongoing expenses
per Ordinary Share;
o additional economies of scale in the supply
chain reduce delivery costs, limiting dilution
for investors;
-- Enhance the Company's ability to extend its
geographic coverage and to deliver larger sites;
-- Improve the market profile of the Company as
a key delivery partner for major local authorities
and institutions; and
-- Increase the size of the Company, improving
liquidity and enhancing the marketability of
the Company's Ordinary Shares, resulting in
a broader investor base over the longer term.
Pipeline of New PRS Development Opportunities
-- A pipeline of approximately 3,800 new homes
with a total GDC of c.GBP540 million has been
identified and is under active appraisal by
the Company's Investment Adviser.
-- Visibility on the potential delivery of 10,000
plus new homes for the PRS REIT through a combination
of:
o construction framework agreements in place
with current house building partners, Countryside
Properties plc, Keepmoat Homes Limited and
Engie Regeneration Limited (previously Keepmoat
Regeneration Limited);
o strong relationships with local authorities
which ensure land delivery and planning throughout
the UK; and
o support from Homes England (previously, the
Homes and Communities Agency), which has already
supported Sigma Capital Group plc in the development
of PRS assets and participated in the PRS REIT's
IPO.
Expected Timetable for Placing
Announcement of Placing 31 January 2018
Latest time and date for receipt 1:00pm on 1 March
of Placing commitments 2018
Publication of the results 2 March 2018
of the Placing
Admission and dealings in new 6 March 2018
Ordinary Shares
Prospectus
The PRS REIT's Prospectus is available on the Company's website
www.theprsreit.com, subject to certain access restrictions. It is
also available for inspection at the Company's registered office,
3rd Floor, 1 St Ann Street, Manchester, M2 7LR and can be found at
the National Storage Mechanism via
www.morningstar.co.uk/uk/NSM.
Terms not otherwise defined in this announcement have the same
meanings given to them in the Prospectus.
*This is a target only and not a profit forecast. There can be
no assurance that the target can or will be met and should not be
taken as an indication of the Company's expected or actual future
results. Accordingly, potential investors should not place any
reliance on this target in deciding whether or not to invest in the
Company or assume that the Company will make any distributions at
all and should decide for themselves whether or not the target
dividend yield is reasonable or achievable. Target dividend yield
target and net total shareholder returns are based on the IPO issue
price of 100 pence per ordinary share.
NOTES TO EDITORS
About The PRS REIT plc
(www.theprsreit.com)
The PRS REIT is a closed-ended real estate investment trust
established to invest in the Private Rented Sector. In its Initial
Public Offering, on 31 May 2017, the Company raised GBP250 million
gross equity capital via a Placing Offer for Subscription and
Intermediaries Offer. The UK Government's Homes England (formerly
Homes and Communities Agency) supported the launch of the PRS REIT
with a direct investment of c. GBP25 million. The proceeds of the
fundraising have now been fully committed to completed PRS sites
and PRS development sites, with the objective of providing
shareholders with an attractive level of income together with the
potential for capital and income growth. The PRS REIT is now
seeking to raise further funds via a proposed placing of new
Ordinary Shares.
About Sigma PRS Management Limited
Sigma PRS Management Limited is a wholly owned subsidiary of
AIM-quoted Sigma Capital Group plc and is the Company's Investment
Adviser. It sources investments and manages the assets of The PRS
REIT plc and advises the Alternative Investment Fund Manager
("AIFM") and the Company on a day-to-day basis in accordance with
the Company's Investment Policy. The Investment Adviser is an
appointed representative (reference number: 776293) of the
AIFM.
About Sigma Capital Group plc
(www.sigmacapital.co.uk)
Sigma Capital Group plc is a private rented sector, 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. It 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. Its subsidiary,
Sigma PRS Management Limited, is Investment Adviser to The PRS REIT
plc.
Important Note
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 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
http://www.morningstar.co.uk/uk/NSM and on the Company's website.
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.
The contents of this announcement have not been approved by an
authorised person within the meaning of the Financial Services and
Markets Act 2000 (as amended) ("FSMA").
N+1 Singer and Stifel, which are authorised and regulated by the
Financial Conduct Authority, are acting for the Company only in
connection with the matters described in this announcement and are
not acting for or advising any other person, or treating any other
person as their client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of N+1 Singer or Stifel or advice to any other person in
relation to the matters contained herein.
The Specialist Fund Segment is intended for institutional,
professional, professionally advised and knowledgeable investors
who understand, or who have been advised of, the potential risk of
investing in companies admitted to the Specialist Fund Segment. The
information contained within this announcement (and in particular
the Appendix hereto) is directed only at (i) persons outside the
United Kingdom to whom it is lawful to communicate, (ii) persons
having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended), or (iii) high net
worth companies, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended; provided that in the case of persons falling into
categories (ii) or (iii), the communication is only directed at
persons who are also "qualified investors" as defined in section 86
of FSMA (each a "Relevant Person"). Any investment or investment
activity to which the information contained within this
announcement relates is available only to and will be engaged in
only with such Relevant Persons. Persons within the United Kingdom
(other than persons falling within (ii) and (iii) above) should not
rely on or act upon the information contained within this
announcement.
The shares of the Company have not been, and will not be,
registered under the U.S. Securities Act of 1933 (as amended) (the
"Securities Act") or under the securities laws of any state or
other jurisdiction of the United States, and may not be offered or
sold into or within the United States. Moreover, the shares of the
Company have not been, nor will they be, registered under the
applicable securities laws of Australia, Republic of Ireland ,
Canada, the Republic of South Africa, Japan or any member state of
the EEA (other than the United Kingdom). Further, the Company is
not, and will not be, registered under the US Investment Company
Act of 1940, as amended. The shares of the Company will be offered
outside of the United States pursuant to the provisions of
Regulation S of the Securities Act. Subject to certain exceptions,
the shares of the Company may not be offered or sold in the United
States, Australia, Republic of Ireland , Canada, the Republic of
South Africa, Japan or any member state of the EEA (other than the
United Kingdom or to professional investors in certain EEA member
states for which marketing passports have been obtained) or to, or
for the account or benefit of, any national, resident or citizen of
the United States, Australia, Republic of Ireland, Canada, the
Republic of South Africa, Japan or any member state of the EEA
(other than the United Kingdom or to professional investors in
certain EEA member states for which marketing passports have been
obtained). The Placing under the Placing Programme, and the
distribution of this announcement, in other jurisdictions may be
restricted by law and the persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with these restrictions
may constitute a violation of the securities law of such
jurisdictions.
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.
Capital is at risk and investors need to understand the risks of
investing. Please refer to the Prospectus for further information,
in particular in the risk section.
This announcement may include statements that are, or may be
deemed to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the Company's actual future
financial results and operational performance may differ materially
from the results and performance expressed in, or implied by, the
statements. These factors include but are not limited to those
described in the Prospectus. 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 AIFM, the Company, the
Investment Adviser, N+1 Singer and Stifel 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 Rules of the
Financial Conduct Authority, the EU Market Abuse Regulation or
other applicable laws, regulations or rules.
None of the AIFM, the Company, the Investment Adviser, N+1
Singer or Stifel, 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. The AIFM, the Company, the Investment Adviser, N+1
Singer and Stifel, and their respective affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or
otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection
therewith.
Appendix - Terms and Conditions of Application under the Placing
Programme
All capitalised terms, unless otherwise defined, shall have the
meanings ascribed to them in the Prospectus.
1. Introduction
1.1. Ordinary Shares are available under the Placing at the
Placing Price. The Ordinary Shares will, when issued and fully
paid, include the right to receive all dividends or other
distributions made, paid or declared, if any, by reference to a
record date after the date of their issue.
1.2. Each Placee which confirms its agreement to N+1 Singer and
Stifel to subscribe for Ordinary Shares under the Placing will be
bound by these terms and conditions and will be deemed to have
accepted them.
1.3. The Company, N+1 Singer and/or Stifel may require any
Placee to agree to such further terms and/or conditions and/or give
such additional warranties and/or representations as they (in their
absolute discretion) see(s) fit.
1.4. The commitment to acquire Ordinary Shares under the Placing
will be agreed orally with N+1 Singer and/or Stifel as agent for
the Company and further evidenced in a contract note ("Contract
Note") or placing confirmation ("Placing Confirmation").
2. Agreement to subscribe for ordinary shares and conditions
2.1. A Placee agrees to become a member of the Company and
agrees to subscribe for those Ordinary Shares allocated to it by
N+1 Singer and/or Stifel at the Placing Price, conditional on:
2.1.1. the Placing and Offer Agreement becoming unconditional in
respect of the Placing (save for any condition relating to
Admission) and not having been terminated on or before the date of
Admission;
2.1.2. Admission by no later than 4 April 2018 or such later
date as may be agreed between the Company, N+1 Singer and Stifel
and, in any event, not being later than 3 May 2018; and
2.1.3. The Placing Price being determined by the Directors.
2.2. To the fullest extent permitted by law, each Placee
acknowledges and agrees that it will not be entitled to exercise
any remedy of rescission at any time. This does not affect any
other rights the Placee may have.
3. Payment for Ordinary Shares
3.1. Each Placee must pay the Placing Price for the Ordinary
Shares issued to the Placee in the manner and by the time directed
by N+1 Singer and Stifel. If any Placee fails to pay as so directed
and/or by the time required, the relevant Placee's application for
Ordinary Shares may, at the discretion of N+1 Singer, either be
rejected or accepted and, in the latter case, paragraph 3.2 of
these terms and conditions shall apply.
3.2. Each Placee is deemed to agree that if it does not comply
with its obligation to pay the Placing Price for the Ordinary
Shares allocated to it in accordance with paragraph of these terms
and conditions and N+1 Singer or Stifel elects to accept that
Placee's application, N+1 Singer or Stifel may sell all or any of
the Ordinary Shares allocated to the Placee on such Placee's behalf
and retain from the proceeds, for N+1 Singer's or Stifel's own
account and profit, an amount equal to the aggregate amount owed by
the Placee plus any interest due. The Placee will, however, remain
liable for any shortfall below the aggregate amount owed by such
Placee and it may be required to bear any tax or other charges
(together with any interest or penalties) which may arise upon the
sale of such Ordinary Shares on such Placee's behalf.
4. Representations and Warranties
4.1. By agreeing to subscribe for Ordinary Shares, each Placee
which enters into a commitment to subscribe for Ordinary Shares
will (for itself and any person(s) procured by it to subscribe for
Ordinary Shares and any nominee(s) for any such person(s)) be
deemed to represent, warrant and acknowledge to each of the
Company, the AIFM, the Investment Adviser, the Registrar, N+1
Singer and Stifel that:
4.1.1. in agreeing to subscribe for Ordinary Shares under the
Placing, it is relying solely on the Prospectus and any
supplementary prospectus issued by the Company and not on any other
information given, or representation or statement made at any time,
by any person concerning the Company and/or the Placing. It agrees
that none of the Company, the AIFM, the Investment Adviser, N+1
Singer, Stifel or the Registrar, nor any of their respective
officers, agents, or employees, will have any liability for any
other information or representation. It irrevocably and
unconditionally waives any rights it may have in respect of any
other information or representation;
4.1.2. if the laws of any territory or jurisdiction outside the
United Kingdom are applicable to its agreement to subscribe for
Ordinary Shares under the Placing, it warrants that it has complied
with all such laws, obtained all governmental and other consents
which may be required, complied with all requisite formalities and
paid any issue, transfer or other taxes due in connection with its
application in any territory and that it has not taken any action
or omitted to take any action which will result in the Company, the
AIFM, the Investment Adviser, N+1 Singer, Stifel or the Registrar
or any of their respective officers, agents or employees acting in
breach of the regulatory or legal requirements, directly or
indirectly, of any territory or jurisdiction outside the United
Kingdom in connection with the Placing;
4.1.3. it has carefully read and understands the Prospectus in
its entirety and acknowledges that it is acquiring Ordinary Shares
on the terms and subject to the conditions set out herein and the
Articles as in force at the date of Admission of the relevant
Ordinary Shares;
4.1.4. it has not relied on N+1 Singer or Stifel or any person
affiliated with N+1 Singer or Stifel in connection with any
investigation of the accuracy of any information contained in the
Prospectus;
4.1.5. the content of the Prospectus is exclusively the
responsibility of the Company and its Directors and neither N+1
Singer nor Stifel nor any person acting on their respective behalf
nor any of its respective affiliates are responsible for or shall
have any liability for any information, representation or statement
contained in the Prospectus or any information published by or on
behalf of the Company and will not be liable for any decision by a
Placee to participate in the Placing based on any information,
representation or statement contained in the Prospectus or
otherwise;
4.1.6. it acknowledges that no person is authorised in
connection with the Placing to give any information or make any
representation other than as contained in the Prospectus and, if
given or made, any information or representation must not be relied
upon as having been authorised by the Company, the AIFM, the
Investment Adviser, N+1 Singer or Stifel;
4.1.7. it is not applying as, nor is it applying as nominee or
agent for, a person who is or may be liable to notify and account
for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of
the increased rates referred to in section 67, 70, 93 or 96 of the
Finance Act 1986 (depositary receipts and clearance services);
4.1.8. if it is within the United Kingdom, it is a person who
falls within Articles 49(2)(a) to (d) or 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005 or
it is a person to whom the Ordinary Shares may otherwise lawfully
be offered under such Order and/or is a person who is a
"professional client" or an "eligible counterparty" within the
meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook
or, if it is receiving the offer in circumstances under which the
laws or regulations of a jurisdiction other than the United Kingdom
would apply, it is a person to whom the Ordinary Shares may be
lawfully offered under that other jurisdiction's laws and
regulations;
4.1.9. if it is a resident in the EEA (other than the United
Kingdom): (a) it is a qualified investor within the meaning of the
law in the relevant Member State implementing Article 2(1)(e)(i),
(ii) or (iii) of the Prospectus Directive 2003/71/EC; and (b) if
that relevant Member State has implemented the AIFMD, that it is a
person to whom the Ordinary Shares may lawfully be marketed under
the AIFMD or under the applicable implementing legislation (if any)
of that relevant Member State;
4.1.10. in the case of any Ordinary Shares acquired by a Placee
as a financial intermediary within the EEA (other than the United
Kingdom) as that term is used in Article 3(2) of the Prospectus
Directive: (a) the Ordinary Shares acquired by it in the Placing
have not been acquired on behalf of, nor have they been acquired
with a view to their offer or resale to, persons in any relevant
Member State other than qualified investors, as that term is
defined in the Prospectus Directive 2010/73/EU, or in circumstances
in which the prior consent of N+1 Singer and Stifel has been given
to the offer or resale; or (b) where Ordinary Shares have been
acquired by it on behalf of persons in any relevant Member State
other than qualified investors, the offer of those Ordinary Shares
to it is not treated under the Prospectus Directive as having been
made to such persons;
4.1.11. it does not have a registered address in, and is not
citizen, resident or national of, any jurisdiction in which it is
unlawful to make or accept an offer of the Ordinary Shares and it
is not acting on a nondiscretionary basis for any such person;
4.1.12. if it is outside the United Kingdom, neither the
Prospectus nor any other offering, marketing or other material in
connection with the Placing constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for Ordinary Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other
course of conduct could lawfully be made to it or such person and
such documents or material could lawfully be provided to it or such
person and Ordinary Shares could lawfully be distributed to and
subscribed and held by it or such person without compliance with
any unfulfilled approval, registration or other regulatory or legal
requirements;
4.1.13. if the Placee is a natural person, such Placee is not
under the age of majority (18 years of age in the United Kingdom)
on the date of such Placee's agreement to subscribe for Ordinary
Shares under the Placing and will not be any such person on the
date any such agreement to subscribe under the Placing is
accepted;
4.1.14. it has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted the Prospectus or
any other offering materials concerning the Placing or the Ordinary
Shares to any persons within the United States or to any US
Persons, nor will it do any of the foregoing;
4.1.15. it represents, acknowledges and agrees to the
representations, warranties and agreements as set out under the
heading "United States purchase and transfer restrictions" in
paragraph 7, below;
4.1.16. it acknowledges that neither N+1 Singer nor Stifel nor
any of its affiliates, nor any person acting on its or their behalf
is making any recommendations to it, advising it regarding the
suitability of any transactions it may enter into in connection
with the Placing or providing any advice in relation to the Placing
and participation in the Placing is on the basis that it is not and
will not be a client of N+1 Singer or Stifel and that N+1 Singer or
Stifel do not have any duties or responsibilities to it for
providing the protections afforded to their clients or for
providing advice in relation to the Placing nor in respect of any
representations, warranties, undertakings or indemnities otherwise
required to be given by it in connection with its application under
the Placing;
4.1.17. it acknowledges that where it is subscribing for
Ordinary Shares for one or more managed, discretionary or advisory
accounts, it is authorised in writing for each such account:
(a) to subscribe for the Ordinary Shares for each such
account;
(b) to make on each such account's behalf the representations,
warranties and agreements set out in this Appendix and in the
Prospectus; and
(c) to receive on behalf of each such account any documentation
relating to the Placing in the form provided by the Company, N+1
Singer and/or Stifel;
and it agrees that the provisions of this paragraph shall
survive any resale of the Ordinary Shares by or on behalf of any
such account;
4.1.18. it irrevocably appoints any director of the Company and
any member of N+1 Singer or director of Stifel to be its agent and
on its behalf (without any obligation or duty to do so), to sign,
execute and deliver any documents and do all acts, matters and
things as may be necessary for, or incidental to, its subscription
for all or any of the Ordinary Shares for which it has given a
commitment under the Placing, in the event of its own failure to do
so;
4.1.19. it accepts that if the Placing does not proceed or the
conditions to the Placing and Offer Agreement are not satisfied or
the Ordinary Shares for which valid applications are received and
accepted are not admitted to trading on the Specialist Fund Segment
of the London Stock Exchange's main market for listed securities
for any reason whatsoever then neither of N+1 Singer nor Stifel nor
the Company, nor persons controlling, controlled by or under common
control with any of them nor any of their respective employees,
agents, officers, members, stockholders, partners or
representatives, shall have any liability whatsoever to it or any
other person;
4.1.20. in connection with its participation in the Placing it
has observed all relevant legislation and regulations;
4.1.21. it acknowledges that N+1 Singer, Stifel and the Company
are entitled to exercise any of their rights under the Placing and
Offer Agreement or any other right in their absolute discretion
without any liability whatsoever to it;
4.1.22. the representations, undertakings and warranties
contained in this Appendix and in the Prospectus are irrevocable.
It acknowledges that N+1 Singer, Stifel and the Company and their
respective affiliates will rely upon the truth and accuracy of the
foregoing representations and warranties and it agrees that if any
of the representations or warranties made or deemed to have been
made by its subscription of the Ordinary Shares are no longer
accurate, it shall promptly notify N+1 Singer, Stifel and the
Company;
4.1.23. where it or any person acting on behalf of it is dealing
with N+1 Singer or Stifel, any money held in an account with N+1
Singer or Stifel on behalf of it and/or any person acting on behalf
of it will not be treated as client money within the meaning of the
relevant rules and regulations of the FCA which therefore will not
require N+1 Singer or Stifel to segregate such money, as that money
will be held by N+1 Singer or Stifel under a banking relationship
and not as trustee;
4.1.24. any of its clients, whether or not identified to N+1
Singer or Stifel, will remain its sole responsibility and will not
become clients of N+1 Singer or Stifel for the purposes of the
rules of the FCA or for the purposes of any other statutory or
regulatory provision;
4.1.25. it accepts that the allocation of Ordinary Shares shall
be determined by the Company in its absolute discretion (in
consultation with N+1 Singer and Stifel) and that the Company may
scale down any commitments for this purpose on such basis as it may
(in consultation with N+1 Singer and Stifel) determine;
4.1.26. time shall be of the essence as regards its obligations
to settle payment for the Ordinary Shares and to comply with its
other obligations under the Placing;
4.1.27. its commitment to acquire Ordinary Shares will be agreed
orally with N+1 Singer or Stifel as agent for the Company and that
a Contract Note or Placing Confirmation will be issued by N+1
Singer and Stifel as soon as possible thereafter. That oral
confirmation will constitute an irrevocable, legally binding
commitment upon that person (who at that point will become a
Placee) in favour of the Company and N+1 Singer or Stifel to
subscribe for the number of Ordinary Shares allocated to it at the
Placing Price on the terms and conditions set out in herein and, as
applicable, in the Contract Note or Placing Confirmation. Except
with the consent of N+1 Singer and Stifel, such oral commitment
will not be capable of variation or revocation after the time at
which it is made; and
4.1.28. its allocation of Ordinary Shares under the Placing will
be evidenced by the Contract Note or Placing Confirmation, as
applicable, confirming:
(a) the number of Ordinary Shares that such Placee has agreed to
subscribe for;
(b) the aggregate amount that such Placee will be required to
pay for such Ordinary Shares; and
(c) settlement instructions to pay N+1 Singer or Stifel as
agents for the Company. These terms and conditions will be deemed
to be incorporated into that Contract Note or Placing
Confirmation.
The Company reserves the right to reject all or part of any
offer to purchase Ordinary Shares for any reason. The Company also
reserves the right to sell fewer than all of the Ordinary Shares
offered under the Placing or to sell to any purchaser fewer than
all of the Ordinary Shares a purchaser has offered to purchase.
5. MONEY LAUNDERING
5.1 Each Placee acknowledges and agrees that:
5.1.1 its application is only made on the basis that it accepts
full responsibility for any requirement to verify the identity of
its clients and other persons in respect of whom it has applied. In
addition, it warrants that it is a person:
(a) subject to the Money Laundering Terrorist Financing and
Transfer of Funds (Information on the Payer) Regulations 2017 in
force in the United Kingdom; or
(b) subject to the Money Laundering Directive (2005/60/EC of the
European Parliament and of the EC Council of 26 October 2005 on the
prevention of the use of the financial system for the purpose of
money laundering and terrorist financing) (the "Money Laundering
Directive"); or
(c) acting in the course of a business in relation to which an
overseas regulatory authority exercises regulatory functions and is
based or incorporated in, or formed under the law of, a country in
which there are in force provisions at least equivalent to those
required by the Money Laundering Directive; and
5.1.2 due to anti-money laundering requirements, N+1 Singer,
Stifel and the Company may require proof of identity and
verification of the source of the payment before the application
can be processed and that, in the event of delay or failure by the
applicant to produce any information required for verification
purposes, N+1 Singer, Stifel and the Company may refuse to accept
the application and the subscription moneys relating thereto. It
holds harmless and will indemnify N+1 Singer, Stifel and the
Company against any liability, loss or cost ensuing due to the
failure to process such application, if such information as has
been required has not been provided by it.
6. THE DATA PROTECTION ACT
6.1 Each Placee acknowledges and agrees that, pursuant to The
Data Protection Act 1998 (the "DP Act") the Company and/or the
Registrar and/or the Administrator, may hold personal data (as
defined in the DP Act) relating to past and present Shareholders.
Personal data may be retained on record for a period exceeding six
years after it is no longer used. The Registrar and the
Administrator will only process such information for the purposes
set out below (collectively, the "Purposes"), being to:
6.1.1 process its personal data (including sensitive personal
data as defined in the DP Act) to the extent and in such manner as
is necessary for the performance of their obligations under their
respective service contracts, including as required by or in
connection with its holding of Ordinary Shares, including
processing personal data in connection with credit and money
laundering checks on it;
6.1.2 communicate with it as necessary in connection with its
affairs and generally in connection with its holding of Ordinary
Shares;
6.1.3 provide personal data to such third parties as the
Registrar and/or the Administrator may consider necessary in
connection with its affairs and generally in connection with its
holding of Ordinary Shares or as the DP Act may require, including
to third parties outside the European Economic Area;
6.1.4 without limitation, provide such personal data to their
affiliates, the Company or the AIFM or the Investment Adviser and
their respective associates for processing, notwithstanding that
any such party may be outside the European Economic Area; and
6.1.5 process its personal data for the Registrar's and/or the
Administrator's internal administration.
6.2 By becoming registered as a holder of Ordinary Shares a
person becomes a data subject (as defined in the DP Act) and is
deemed to have consented to the processing by the Company, the
Registrar or the Administrator of any personal data relating to
them in the manner described above. In providing the Registrar and
the Administrator with information, it hereby represents and
warrants to the Registrar and the Administrator that it has
obtained the consent of any data subject to the Registrar and the
Administrator, and their respective affiliates and group companies,
holding and using their personal data for the Purposes (including
the explicit consent of the data subjects for the processing of any
sensitive personal data for the Purposes set out above in this
paragraph 6).
7. UNITED STATES PURCHASE AND TRANSFER RESTRICTIONS
7.1 By participating in the Placing, each Placee acknowledges
and agrees that it will (for itself and any person(s) procured by
it to subscribe for Ordinary Shares and any nominee(s) for any such
person(s)) be further deemed to represent and warrant to each of
the Company, the AIFM, the Investment Adviser, the Registrar and
N+1 Singer and Stifel that:
7.1.1 it is either:
(a) not a US Person, is not located within the United States, is
acquiring the Ordinary Shares in an offshore transaction meeting
the requirements of Regulation S and is not acquiring the Ordinary
Shares for the account or benefit or a US Person; or
(b) a US Person to whom Ordinary Shares may be offered pursuant
to an exemption from, or in a transaction not subject to, 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;
7.1.2 it acknowledges that the Ordinary Shares have not been and
will not be registered under 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 in the United
States or to, or for the account or benefit of, US Persons except
in a transaction exempt from, or not subject to, the registration
requirements of the US Securities Act and in compliance with all
applicable state securities laws and under circumstances that would
not require the Company to register under the US Investment Company
Act;
7.1.3 it acknowledges that the Company has not and will not be
registered under the US Investment Company Act and that the Company
has put in place restrictions for transactions not involving any
public offering in the United States, and to ensure that the
Company is not and will not be required to register under the US
Investment Company Act;
7.1.4 unless the Company expressly consents otherwise in
writing, no portion of the assets used to purchase, and no portion
of the assets used to hold, the Ordinary Shares or any beneficial
interest therein constitutes or will constitute the assets of:
(a) an "employee benefit plan" as defined in Section 3(3) of
ERISA that is subject to Title I of ERISA;
(b) a "plan" as defined in Section 4975 of the US Code,
including an individual retirement account or other arrangement
that is subject to Section 4975 of the US Code; or
(c) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Code. In addition, if
a Placee is a governmental, church, non-US or other employee
benefit plan that is subject to any federal, state, local or non-US
law that is substantially similar to the provisions of Title I of
ERISA or Section 4975 of the US Code, its purchase, holding, and
disposition of the Ordinary Shares must not constitute or result in
a non-exempt violation of any such substantially similar law;
7.1.5 if any Ordinary Shares are issued to it in certificated
form, then such certificates evidencing ownership will contain a
legend substantially to the following effect, unless otherwise
determined by the Company in accordance with applicable law: "THE
PRS REIT PLC (THE "COMPANY") HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMED. IN
ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMED, OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.
ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, US PERSONS EXCEPT IN ACCORDANCE WITH THE US
SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES
WHICH DO NOT REQUIRE THE COMPANY TO REGISTER UNDER THE US
INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS. IN ADDITION, THIS SECURITY MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED TO ANY PERSON USING
THE ASSETS OF (I) (A) AN "EMPLOYEE BENEFIT PLAN" AS DEFINED IN
SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA; (B) A
"PLAN" AS DEFINED IN SECTION 4975 OF THE US CODE, INCLUDING AN
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT
TO SECTION 4975 OF THE US CODE; OR (C) AN ENTITY WHICH IS DEEMED TO
HOLD THE ASSETS OF ANY OF THE FOREGOING TYPES OF PLANS, ACCOUNTS OR
ARRANGEMENTS THAT IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF
THE US CODE OR (II) A GOVERNMENTAL, CHURCH, NON-US OR OTHER
EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL
OR NON-US LAW THAT IS SUBSTANTIALLY SIMILAR
TO THE PROVISIONS OF TITLE I OF ERISA OR SECTION 4975 OF THE US
CODE UNLESS THE PURCHASE, HOLDING OR DISPOSITION OF THE SECURITIES
WILL NOT RESULT IN A VIOLATION OF APPLICABLE LAW AND/OR CONSTITUTE
A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 503 OF THE US
CODE OR ANY SUBSTANTIALLY SIMILAR LAW.";
7.1.6 if in the future the Placee decides to offer, sell,
transfer, assign or otherwise dispose of its Ordinary Shares, it
will do so only in compliance with an exemption from the
registration requirements of the US Securities Act and under
circumstances which will not require the Company to register under
the US Investment Company Act. It acknowledges that any sale,
transfer, assignment, pledge or other disposal made other than in
compliance with such laws and the above stated restrictions will be
subject to the compulsory transfer provisions as provided in the
Articles;
7.1.7 it is purchasing the Ordinary Shares for its own account
or for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Ordinary Shares in any manner that would
violate the US Securities Act, the US Investment Company Act or any
other applicable securities laws;
7.1.8 it acknowledges that the Company reserves the right to
make inquiries of any holder of the Ordinary Shares or interests
therein at any time as to such person's status under US federal
securities laws and to require any such person that has not
satisfied the Company that holding by such person will not violate
or require registration under US securities laws to transfer such
Ordinary Shares or interests in accordance with the Articles;
7.1.9 it acknowledges and understands that the Company is
required to comply with FATCA and agrees to furnish any information
and documents the Company may from time to time request, including
but not limited to information required under FATCA;
7.1.10 it is entitled to acquire the Ordinary Shares under the
laws of all relevant jurisdictions which apply to it, it has fully
observed all such laws and obtained all governmental and other
consents which may be required thereunder and complied with all
necessary formalities and it has paid all issue, transfer or other
taxes due in connection with its acceptance in any jurisdiction of
the Ordinary Shares and that it has not taken any action, or
omitted to take any action, which may result in the Company, the
AIFM, the Investment Adviser, the Registrar, N+1 Singer, Stifel or
their respective members, directors, officers, agents, employees
and advisers being in breach of the laws of any jurisdiction in
connection with the Placing or its acceptance of participation in
the Placing;
7.1.11 it has received, carefully read and understands the
Prospectus, and has not, directly or indirectly, distributed,
forwarded, transferred or otherwise transmitted the Prospectus or
any other presentation or offering materials concerning the
Ordinary Shares to within the United States or to any US Persons,
nor will it do any of the foregoing; and
7.1.12 if it is acquiring any Ordinary Shares as a fiduciary or
agent for one or more accounts, the Placee has sole investment
discretion with respect to each such account and full power and
authority to make such foregoing representations, warranties,
acknowledgements and agreements on behalf of each such account.
7.2 The Company, the AIFM, the Investment Adviser, the
Registrar, N+1 Singer, Stifel and their respective members,
directors, officers, agents, employees, advisers and others will
rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgments and agreements.
7.3 If any of the representations, warranties, acknowledgments
or agreements made by the Placee are no longer accurate or have not
been complied with, the Placee will immediately notify the Company,
N+1 Singer and Stifel.
8. SUPPLY AND DISCLOSURE OF INFORMATION
If N+1 Singer, Stifel, the Registrar or the Company or any of
their agents request any information about a Placee's agreement to
subscribe for Ordinary Shares under the Placing, such Placee must
promptly disclose it to them.
9. NON UNITED KINGDOM INVESTORS
9.1 If the Placee is outside the United Kingdom, neither the
Prospectus nor any other offering, marketing or other material in
connection with the Placing constitutes an invitation, offer or
promotion to, or arrangement with, it or any person whom it is
procuring to subscribe for Ordinary Shares pursuant to the Placing
unless, in the relevant territory, such offer, invitation or other
course of conduct could lawfully be made to it or such person and
such documents or materials could lawfully be provided to it or
such person and Ordinary Shares could lawfully be distributed to
and subscribed and held by it or such person without compliance
with any unfulfilled approval, registration or other regulatory or
legal requirements.
9.2 None of the Ordinary Shares has been or will be registered
under the laws of the United States, Canada, Australia, the
Republic of South Africa or Japan. Accordingly, the Ordinary Shares
may not be offered, sold, issued or delivered, directly or
indirectly, within any of the United States, Canada, Australia, the
Republic of South Africa or Japan or to any US Person or to any
national, resident or citizen of Canada, Australia, the Republic of
South Africa or Japan unless an exemption from any registration
requirement is available.
10. MISCELLANEOUS
10.1 The rights and remedies of the Company, the AIFM, the
Investment Adviser, N+1 Singer, Stifel and the Registrar under
these terms and conditions are in addition to any rights and
remedies which would otherwise be available to each of them and the
exercise or partial exercise of one will not prevent the exercise
of others.
10.2 On application, if a Placee is a discretionary fund
manager, that Placee may be asked to disclose in writing or orally
the jurisdiction in which its funds are managed or owned. All
documents provided in connection with the Placing will be sent at
the Placee's risk. They may be returned by post to such Placee at
the address notified by such Placee.
10.3 Each Placee agrees to be bound by the Articles once the
Ordinary Shares, which the Placee has agreed to subscribe for
pursuant to the Placing, have been acquired by the Placee. The
contract to subscribe for Ordinary Shares under the Placing and the
appointments and authorities mentioned in the Prospectus and all
disputes and claims arising out of or in connection with its
subject matter or formation (including non-contractual disputes or
claims) will be governed by, and construed in accordance with, the
laws of England and Wales. For the exclusive benefit of the
Company, the AIFM, the Investment Adviser, N+1 Singer, Stifel and
the Registrar, each Placee irrevocably submits to the jurisdiction
of the courts of England and Wales and waives any objection to
proceedings in any such court on the ground of venue or on the
ground that proceedings have been brought in an inconvenient forum.
This does not prevent an action being taken against the Placee in
any other jurisdiction.
10.4 In the case of a joint agreement to subscribe for Ordinary
Shares under the Placing, references to a "Placee" in these terms
and conditions are to each of the Placees who are a party to that
joint agreement and their liability is joint and several.
10.5 N+1 Singer, Stifel and the Company expressly reserve the
right to modify the Placing (including, without limitation, the
timetable and settlement) at any time before allocations are
determined. The Placing is subject to the satisfaction of the
conditions contained in the Placing and Offer Agreement and the
Placing and Offer Agreement not having been terminated. Further
details of the terms of the Placing and Offer Agreement are
contained in paragraph 7.5 of Part 12 of the Prospectus.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEFKKDDDBKBCDN
(END) Dow Jones Newswires
January 31, 2018 02:00 ET (07:00 GMT)
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