TIDMPRSR TIDMSGM
RNS Number : 0702F
PRS REIT PLC (The)
16 February 2018
16 February 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")
Early Closure of Placing under the Placing Programme
Due to strong levels of support from investors during the
marketing roadshow and current market conditions, the Board has
decided to bring forward the closing date of the Placing.
Therefore, in accordance with the terms and conditions of the
Placing under the Placing Programme (set out in the Company's
Prospectus and in the announcement released on 31 January 2018),
the Placing of up to 250 million new Ordinary Shares at a Placing
Price of 102.5 pence per Ordinary Share which launched on 31
January 2018 will now close at 4.30pm on 19 February 2018.
The results of the Placing are expected to be announced on 20
February 2018 with Admission expected to become effective on 22
February 2018.
Terms not otherwise defined in this announcement have the same
meanings given to them in the Prospectus or in the announcement of
the Proposed Placing released on 31 January 2018.
For further information, please contact:
The PRS REIT plc Tel: +44 (0)20 3178 6378
Steve Smith, Non-executive Chairman
Sigma PRS Management Limited Tel: +44 (0)333 999 9926
Graham Barnet
Graeme Hogg
N+1 Singer Tel: +44 (0)20 7496 3000
James Maxwell, Liz Yong, James Hopton
(Corporate Finance)
Michael Taylor (Corporate Broking)
Stifel Tel: +44 (0)20 7710 7600
Mark Young, Neil Winward, Tunga Chigovanyika
G10 Capital Limited (AIFM) Tel: +44 (0)20 3696 1302
Gerhard Grueter, Anthony Wood, Gaia Udage
KTZ Communications Tel: +44 (0)20 3178 6378
Katie Tzouliadis, Irene Bermont-Penn, Emma
Pearson
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
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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (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 Ordinary Shares have been subject to a product approval
process, which has determined that the Ordinary Shares 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 MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should
note that: the price of Ordinary Shares may decline and investors
could lose all or part of their investment; the Ordinary Shares
offer no guaranteed income and no capital protection; and an
investment in the 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 Placing Programme. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, N+1 Singer and Stifel
will only procure investors 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 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 Ordinary
Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFKPDDCBKDOBD
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February 16, 2018 02:00 ET (07:00 GMT)
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