TIDMRECI TIDMTTM TIDMTTM
RNS Number : 2442G
Real Estate Credit Investments Ltd
02 November 2018
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, TO ANY US PERSONS OR INTO, THE UNITED
STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN, OR ANY OTHER
JURISDICTION, OR TO ANY PERSON, WHERE DOING SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
Capitalised terms used in this announcement and not otherwise
defined shall have the meanings ascribed to them in the definitions
section set out below.
This announcement is an advertisement and not a prospectus.
Investors should not purchase or subscribe for any transferable
securities referred to in this announcement except on the basis of
information in the prospectus (the "Prospectus") that has today
been published by Real Estate Credit Investments Limited in
connection with the Placing Programme (as defined below) and the
admission of certain of its ordinary shares (the "New Ordinary
Shares") to listing on the premium segment of the UK Listing
Authority's Official List and to trading on the premium segment of
the London Stock Exchange's Main Market for securities admitted to
trading. Copies of the Prospectus will be available at the
Company's registered office and will be available for viewing at
the National Storage Mechanism at
http://www.morningstar.co.uk/uk/NSM. This announcement does not
constitute or form a part of any offer to sell or issue, or a
solicitation of any offer to purchase or otherwise acquire,
securities by any US Persons or in the United States or in any
other jurisdiction. Neither this announcement nor any part of it
shall form the basis of or be relied on in connection with or act
as an inducement to enter into any contract or commitment
whatsoever.
2 November 2018
Real Estate Credit Investments Limited
(the "Company")
Proposed Placing Programme and Notice of Extraordinary General
Meeting
Further to the Company's announcement on 21 September 2018, the
Board is pleased to announce its intention to establish a placing
programme for the issue of up to 100 million New Ordinary Shares
(the "Placing Programme") to enable the Company to raise capital in
an efficient and cost-effective manner over the next 12 months. The
Company has today published a prospectus setting out full details
of the Placing Programme (the "Prospectus"). The Placing Price
applicable to each Placing under the Placing Programme will be
determined by reference to the Net Asset Value per Ordinary Share
as at the month-end immediately preceding each Placing.
The Placing Programme is conditional upon, amongst other things,
a resolution being passed at an extraordinary general meeting of
the Company to be convened for 29 November 2018 (the "EGM"). A
Circular, containing a notice convening the EGM, will be sent to
Shareholders today.
The Circular and the Prospectus will shortly be available on the
national storage mechanism at http://www.morningstar.co.uk/uk/NSM,
and will also be available on the Company's website at
www.recreditinvest.com.
Highlights:
-- The proposed Placing Programme is intended to enable the
Company to raise additional capital through the issue of up to 100
million New Ordinary Shares in the period from 30 November 2018 to
1 November 2019.
-- Assuming 100 million New Ordinary Shares are issued under the
Placing Programme, the Company will raise gross proceeds of
approximately GBP164 million based on the latest unaudited Net
Asset Value per Ordinary Share of 164.1 pence as at 30 September
2018.
-- The funds raised from the Placing Programme will be invested
in accordance with the Company's strategy and investment objective
and policy to grow its portfolio.
-- Liberum Capital Limited ("Liberum") has been appointed as
Sponsor and Bookrunner in relation to the Placing Programme.
-- The Placing Price applicable to each Placing will be
determined by reference to the Net Asset Value per Ordinary Share
as at the month-end immediately preceding the relevant Placing.
Bob Cowdell, Chairman of Real Estate Credit Investments Limited,
commented:
"Recognising the continuing pipeline of attractive investment
opportunities available and with the oversubscribed September tap
issue having exhausted the Company's existing authority to issue
new shares, we are pleased to announce today the launch of a new
placing programme, which will enable RECI to match investor demand
with those new investment opportunities."
For further information please contact:
Cheyne Capital Management (UK) LLP +44 (0)20 7968 7482
Nicole Von Westenholz (Investor Relations)
Liberum Capital Limited (Sponsor and
Bookrunner) +44 (0)20 3100 2222
Shane Le Prevost
Richard Crawley
Richard Bootle
Laura Hamilton
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The anticipated dates and sequence of events relating to the
implementation of the Proposals are set out below:
Publication of Prospectus 2 November 2018
Publication of Circular 2 November 2018
Record date for participation and voting Close of business
at the EGM on 27 November 2018
Latest time and date for the receipt of 11.00 a.m. on 27 November
the Proxy Appointments for the EGM* 2018
Extraordinary General Meeting 11.00 a.m. on 29 November
2018
Admission and crediting of CREST accounts 8.00 a.m. on the Business
in respect of each Day on which New
Placing Ordinary
Shares are issued
Placing Programme closes 1 November 2019
The times and dates set out in the expected timetable of
principal events above and mentioned throughout this announcement
may be adjusted by the Company, in which event details of the new
times and dates will be notified to the UK Listing Authority, and
an announcement will be made on a RIS.
References to times in this announcement are to London times
unless otherwise stated.
* Please note that the latest time for receipt of the Forms of
Proxy in respect of the EGM is 48 hours (excluding any part of a
day which is not a Business Day) prior to the time allotted for the
EGM.
PLACING PROGRAMME STATISTICS
Maximum number of New Ordinary Shares under
the
Placing Programme 100,000,000
Maximum size of Placing Programme* GBP164,100,000
ISIN for Ordinary Shares GB00B0HW5366
SEDOL for Ordinary Shares B0HW536
Ordinary Shares ticker RECI
* Calculated using 30 September 2018 unaudited NAV per Ordinary
Share of 164.1 pence. The Placing Price applicable to each Placing
under the Placing Programme will be determined by reference to the
Net Asset Value per Ordinary Share as at the month-end immediately
preceding the Placing.
Minimum subscription per investor pursuant to each Placing
within the Placing Programme is GBP10,000.
1. Introduction
The Company is a non-cellular company limited by shares which
was incorporated in Guernsey on 6 September 2005 with registered
number 43634. It has been declared to be an authorised closed-ended
investment scheme by the Guernsey Financial Services Commission.
For further information in relation to the history of the Company
please refer to Part VIII of the Prospectus. The Company's
investments are managed by Cheyne Capital Management (UK) LLP (the
"Investment Manager"), a London-based investment management company
authorised and regulated by the Financial Conduct Authority.
The Company's investment strategy offers investors exposure to a
diversified portfolio of Real Estate Credit Investments. The real
estate debt strategy focuses on secured residential and commercial
debt in the UK and Western Europe, seeking to exploit opportunities
in publicly traded securities and real estate loans. The Company
has adopted a long term strategic approach to investing and focuses
on identifying value in real estate debt.
2. The Proposal
(i) Placing Programme
The Company intends to issue up to 100 million New Ordinary
Shares pursuant to the Placing Programme, which is expected to
consist of one or more Placings. The New Ordinary Shares to be
issued pursuant to the Placing Programme will rank pari passu with
the Existing Ordinary Shares.
Subject to the requirements of the Listing Rules, the price at
which each New Ordinary Share will be issued pursuant to each
Placing will be no less than the aggregate of the published Net
Asset Value per Existing Ordinary Share at the time of issue (after
deducting any dividend per Ordinary Share in relation to which the
New Ordinary Shares to be issued pursuant to the relevant Placing
will not participate and that was declared subsequent to the date
on which the relevant Net Asset Value per Ordinary Share was
calculated) and such sum as equates to the costs, expenses and
commissions attributable to such Placing and may, in the Directors'
sole discretion, include a premium. The Placing Price in relation
to each Placing will be announced by the Company via an RIS
announcement in advance of that Placing.
The number of New Ordinary Shares issued in conjunction with
each Placing will be determined based on the Placing Price, but
will not exceed, in aggregate, 100 million New Ordinary Shares.
(ii) Background and benefits of the Placing Programme
The Board, as advised by the Investment Manager, continues to be
positive about the investment opportunities available within real
estate credit markets.
It is the Investment Manager's view that whilst economic and
Brexit related uncertainty exists, the UK and Western European real
estate markets (and, in particular those in Germany and France)
continue to offer an attractive combination of underlying tenant
demand, relatively liquid investment markets and a shortage of debt
capital.
Given this backdrop, and in light of the positive prospects for
further investments by the Company in the short to medium term, the
Directors believe that implementing the Placing Programme is in the
best interests of the Company and the Shareholders as a whole and
will lead to:
-- an attractive level of returns from new investments;
-- a reduction in the total expense ratio, by spreading the
Company's fixed running costs over a larger Ordinary Shareholder
base; and
-- an improved free float, which may enhance liquidity in the Ordinary Shares.
The Net Placing Proceeds will be deployed in new real estate
credit investment opportunities, and to fund the existing undrawn
loan commitments the Company has already closed, in accordance with
the Investment Objective and Policy, which the Directors believe
will provide:
-- greater scope to expand and diversify the Investment Portfolio; and
-- a better position for the Company to take advantage of the
attractive investment opportunities which both the Directors and
the Investment Manager anticipate will continue to arise for the
foreseeable future. The Investment Manager believes that the best
risk-adjusted opportunity set currently lies in senior loans and
core income bonds.
The Investment Manager continuously assesses market conditions
and investment opportunities and the implementation of the Placing
Programme will allow the Company to undertake fundraisings in an
expeditious and straightforward manner to take advantage of
investments as they arise. To the extent that the Company is not
able to participate in any planned investments after a Placing
(which the Directors do not expect to be the case), the Net Placing
Proceeds from such Placing may be invested in other assets that the
Investment Manager believes offer attractive returns to the Company
and that fall within the Investment Objective and Policy.
(iii) Placing Programme
The Company intends to issue up to 100 million New Ordinary
Shares pursuant to the Placing Programme, subject to the Company
being able to source suitable investments in accordance with its
Investment Objective and Policy. The maximum number of New Ordinary
Shares available under the Placing Programme should not be taken as
an indication of the number of New Ordinary Shares to be finally
issued.
The Placing Programme is flexible and may have a number of
closing dates in order to provide the Company with the ability to
issue the New Ordinary Shares over a period of time. The Placing
Programme is intended to partially satisfy market demand for the
Ordinary Shares and to raise further money for investment in
accordance with the Investment Objective and Policy.
The Directors believe, having been so advised by the Investment
Manager, that the primary advantage of raising capital pursuant to
the Placing Programme will be the opportunity for further
investment in the Western European real estate credit markets,
particularly in real estate debt secured against commercial and
residential real estate assets in the UK and Western Europe. To the
extent that suitable investments are not available (which the
Directors do not expect to be the case) the Net Placing Proceeds
may also be invested in other assets that fall within the
Investment Objective and Policy to the extent that the Investment
Manager identifies investment opportunities that it believes offer
attractive returns to the Company.
Pending investment of the Net Placing Proceeds in accordance
with the Investment Objective and Policy, the Company may invest
the net proceeds in short term money market funds. The Company does
not intend to apply leverage to these temporary investments.
Allotment and issue of New Ordinary Shares under the Placing
Programme is at the discretion of the Directors. Allotments and
issuance may take place at any time prior to the final closing date
of the Placing Programme. An announcement of each allotment and
issue will be released through an RIS, including details of the
number of New Ordinary Shares allotted and issued and the
applicable Placing Price. It is anticipated that dealings in the
New Ordinary Shares will commence two Business Days after the trade
date for each issue of New Ordinary Shares. Whilst it is expected
that all New Ordinary Shares issued pursuant to a particular
Placing will be issued in uncertificated form, if any New Ordinary
Shares are issued in certificated form it is expected that share
certificates would be despatched approximately two weeks after the
relevant Admission. No temporary documents of title will be
issued.
The Placing Programme is not being underwritten and, as at the
date of the Prospectus, the actual number of New Ordinary Shares to
be issued under the Placing Programme is not known. The number of
New Ordinary Shares available under the Placing Programme should
not be taken as an indication of the number of New Ordinary Shares
to be finally issued.
The Placing Programme is not being made on a pre-emptive basis,
therefore Existing Ordinary Shareholders who do not participate in
the Placing Programme will have their percentage holding diluted
following each issue of New Ordinary Shares. Assuming that the
maximum number of New Ordinary Shares are issued under the Placing
Programme (being 100 million), this will result in a dilution of
approximately 39 per cent. in Existing Ordinary Shareholders'
voting control of the Company.
The New Ordinary Shares issued pursuant to the Placing Programme
(including pursuant to the Initial Placing) will rank pari passu
with the Ordinary Shares then in issue (save that the New Ordinary
Shares will not be entitled to receive any dividends or other
distributions declared, made or paid in respect of Ordinary Shares
by reference to a record date prior to the allotment and issue of
the relevant New Ordinary Shares).
The Placing Programme will be suspended at any time when the
Company is unable to issue New Ordinary Shares pursuant to any
statutory provision or other regulation applicable to the Company
or otherwise at the Directors' discretion. The Placing Programme
may resume when such conditions cease to exist, subject always to
the final closing date of the Placing Programme being 1 November
2019.
The Placing Programme is conditional upon the Existing Ordinary
Shareholders passing the Resolution at the EGM. In addition, each
allotment and issue of New Ordinary Shares pursuant to the Placing
Programme is conditional, among other things, on:
-- admission of the New Ordinary Shares issued pursuant to such allotment and issue; and
-- the Placing Agreement not being terminated in accordance with
its terms or a particular Placing not being terminated in
accordance with the terms of the Placing Agreement.
In circumstances where these conditions are not fully satisfied,
the relevant issue of New Ordinary Shares pursuant to the Placing
Programme will not take place. If a Placing does not proceed,
subscription monies received in relation to such Placing will be
returned without interest at the risk of the applicant.
Applications will be made to the UK Listing Authority and the
London Stock Exchange for the New Ordinary Shares issued pursuant
to the Placing Programme to be admitted to the premium segment of
the Official List and to trading on the premium segment of the Main
Market. It is expected that each Admission will become effective
and dealings in the New Ordinary Shares on the Main Market will
commence between 30 November 2018 and 1 November 2019, being the
end of the Placing Programme.
All New Ordinary Shares issued pursuant to the Placing Programme
will be in registered form and will be delivered in uncertificated
form, unless otherwise requested.
It is expected that the Company will arrange for Euroclear UK
and Ireland to be instructed to credit the appropriate CREST
accounts of the subscribers concerned or their nominees with their
respective entitlements to New Ordinary Shares. The names of
subscribers or their nominees investing through their CREST
accounts will be entered directly on to the share register of the
Company. Definitive certificates in respect of New Ordinary Shares
in certificated form will be dispatched by post within two weeks of
commencement of dealings. Temporary documents of title will not be
issued.
Ordinary Shareholders (other than US Persons) holding definitive
certificates may elect at a later date to hold such Shares through
CREST or in uncertificated form provided they surrender their
definitive certificates.
4. Extraordinary General Meeting
The Placing Programme is conditional on the approval of the
Resolution, which must be passed as an Extraordinary Resolution at
the EGM.
The Companies Law and the Articles require that any
disapplication of pre-emption rights be approved by an
Extraordinary Resolution (that is 75 per cent. of the Existing
Ordinary Shareholders present and voting, whether in person or by
proxy).
The Resolution
-- To disapply the pre-emption rights contained in the Articles
in respect of 100 million Ordinary Shares, such disapplication to
have effect for the duration of the Placing Programme (unless
previously renewed, varied or revoked by the Company in a general
meeting).
If the Resolution is not passed by the required majority of
Existing Ordinary Shareholders attending and voting at the EGM
(whether in person or by proxy), the Placing Programme will not
proceed.
The Listing Rules impose an obligation on the Company to obtain
Existing Ordinary Shareholder consent for issuances of New Ordinary
Shares at a price below the Net Asset Value of Existing Ordinary
Shares.
5. Recommendation
Your Board, as advised by Liberum, considers that the Proposal
and the Resolution are in the best interests of the Company and
Shareholders as a whole. Accordingly, the Board unanimously
recommends that Existing Ordinary Shareholders vote in favour of
the Resolution to be proposed at the EGM. Existing Ordinary
Shareholders are therefore urged to complete and return their Proxy
Appointment without delay, whether or not they intend to attend the
EGM.
DEFINITIONS
In this announcement the words and expressions listed below have
the meanings set out opposite them, except where the context
otherwise requires:
Board of Directors or the board of directors of the Company
Directors or Board
Circular the circular issued by the Company
in connection with the EGM
Companies Law The Companies (Guernsey) Law, 2008
(as amended)
Company Real Estate Credit Investments Limited
and, where relevant, its subsidiaries
and subsidiary undertakings
CREST the relevant system as defined in the
CREST Regulations in respect of which
Euroclear is operator (as defined in
the CREST Regulations) in accordance
with which securities may be held in
uncertificated form
CREST Regulations the Uncertificated Securities Regulations
2001 (SI 2001 No. 2001/3755), as amended
Directors the directors of the Company from time
to time
EGM or Extraordinary the extraordinary general meeting of
General Meeting the Company to be held on 29 November
2018 at which the Resolutions will
be put to the Existing Ordinary Shareholders
for approval
Existing Ordinary Shareholders the holders of Existing Ordinary Shares
Existing Ordinary Shares the ordinary shares in issue in the
capital of the Company as at the date
of the Prospectus
Financial Conduct Authority the Financial Conduct Authority, and
or FCA including any successor thereof, acting
in its capacity as the competent listing
authority for the purposes of Part
6 of FSMA
FSMA the Financial Services and Markets
Act 2000, as amended
Investment Manager Cheyne Capital Management (UK) LLP,
a limited liability partnership incorporated
in England (registered number OC321484)
Liberum Liberum Capital Limited
Listing Rules the listing rules made by the Financial
Conduct Authority for the purposes
of Part VI of FSMA
London Stock Exchange London Stock Exchange plc
Main Market the London Stock Exchange's regulated
market for securities admitted to trading
Net Placing Proceeds the gross placing proceeds of the Placing
Programme less applicable fees and
expenses of the Placing Programme
New Ordinary Shares the ordinary shares in the capital
of the Company to be issued pursuant
to the Placing Programme
Official List the list maintained by the UK Listing
Authority pursuant to Part VI of FSMA
Placees those investors participating in the
Placing Programme
Placing any placing of New Ordinary Shares
to one of more investors pursuant to
the Placing Programme
Placing Agreement the placing agreement between, inter
alia, the Company and Liberum as more
fully described in the Prospectus
Placing Price the price at which the New Ordinary
Shares will be issued pursuant to the
Placing to Placees, being such price
as shall be determined by the Directors,
as discussed further in the section
entitled "Placing Price" in Part VI
of the Prospectus
Placing Programme the proposed programme of placings
of up to 100 million New Ordinary Shares
as described in the Prospectus
Real Estate Credit Investments debt secured, directly or indirectly,
by commercial or residential properties
within Western Europe or the United
Kingdom
Regulatory Information a service authorised by the UK Listing
Service Authority to release regulatory announcements
to the London Stock Exchange
RIS a Regulatory Information Service
Shareholders the holders of Shares
Shares the Existing Ordinary Shares and/or
the New Ordinary Shares (as appropriate)
UK Listing Authority the FCA in its capacity as the competent
authority for listing in the United
Kingdom pursuant to Part IV of FSMA
United Kingdom or UK the United Kingdom of Great Britain
and Northern Ireland
United States or US the United States of America, its territories
and possessions, any State of the United
States, and the District of Columbia
US Investment Company US Investment Company Act of 1940,
Act as amended
US Person US person within the meaning given
to it in Regulation S under the US
Securities Act
US Securities Act the US Securities Act of 1933, as amended
US Tax Code the US Internal Revenue Code of 1986,
as amended
US$ or US Dollars or the lawful currency of the United States
$ of America
Important notice
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed Company. Any such
determination should involve, among other things, an assessment of
the legal, tax, accounting, regulatory, financial, credit and other
related aspects of the securities.
This announcement does not constitute and may not be construed
as an offer to sell or issue, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement (including, without limitation, any
illustrative modelling information contained herein), or its
completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
All investments are subject to risk, including the risk of loss
of the principal amount invested. Past performance is not a
reliable indicator of future results. Potential investors should be
aware that any investment in the Company is speculative, involves a
high degree of risk, and could result in the loss of all or
substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the
Company or any other person.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
This announcement is only addressed to or directed at persons in
the United Kingdom who: (i) have professional experience in matters
relating to investments and fall within the definition of
"investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as
described in Article 49(2) of the Order; or (iii) are other persons
to whom it may otherwise lawfully be communicated (all such persons
referred to in (i), (ii) and (iii) together being "Relevant
Persons"). Any investment or investment activity to which this
announcement relates is available only to and will only be engaged
in with the persons referred to in (i), (ii) and (iii).
Neither this announcement nor any part or copy of it may be
taken or transmitted into the United States, Australia, Canada,
South Africa or Japan, or distributed, in whole or in part,
directly or indirectly, to any US Persons or in or into the United
States, Australia, Canada, South Africa, Japan or any other
jurisdiction where, or to any other person to whom, to do so would
constitute a violation of applicable law. Any failure to comply
with this restriction may constitute a violation of applicable law.
This announcement does not constitute or form a part of any offer
to sell or issue, or a solicitation of any offer to purchase or
otherwise acquire, securities by any US Persons or in the United
States or in any other jurisdiction. Persons into whose possession
this announcement comes should observe all relevant
restrictions.
The Company has not been and will not be registered under the US
Investment Company Act and as such investors are not and will not
be entitled to the benefits of the US Investment Company Act. 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, sold, resold, pledged, taken up, exercised, renounced,
delivered, distributed or transferred, directly or indirectly, into
or within the United States or to, or for the account or benefit
of, US Persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States and in
a manner which would not result in the Company being required to
register as an "investment company" under the US Investment Company
Act. In connection with the Placing Programme, subject to certain
exceptions, offers and sales of Ordinary Shares will be made only
outside the United States in "offshore transactions" to non-US
Persons pursuant to Regulation S under the Securities Act. There
has been and will be no public offering of the Ordinary Shares in
the United States.
Neither the US Securities and Exchange Commission, nor any
securities regulatory authority of any state or other jurisdiction
of the United States, has approved or disapproved of the securities
of the Company or passed upon or endorsed the merits of any
offering of such securities.
Prospective investors should take note that any securities may
not be acquired by (i) investors using assets of (A) an "employee
benefit plan" as defined in Section 3(3) of US Employee Retirement
Income Security Act of 1974, as amended ("ERISA") that is subject
to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the
US Internal Revenue Code of 1986, as amended (the "US Tax Code"),
including an individual retirement account or other arrangement
that is subject to Section 4975 of the US Tax 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 Tax 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 Tax Code.
Liberum is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Liberum is acting solely for the
Company and no one else in connection with the Placing Programme
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Liberum or for
affording advice in relation to any transaction or arrangement
referred to in this announcement. This announcement does not
constitute any form of financial opinion or recommendation on the
part of Liberum or any of its affiliates and is not intended to be
an offer, or the solicitation of any offer, to buy or sell any
securities.
Forward-looking statements
This announcement may contain forward-looking statements
regarding the financial condition, results of operations, cash
flows, dividends, financing plans, business strategies, operating
efficiencies, budgets, capital and other expenditures, competitive
positions, growth opportunities, plans and objectives of management
and other matters relating to the Company. Statements in this
announcement that are not statements of historical facts are hereby
identified as forward-looking statements. In some instances,
forward-looking looking statements can be identified by the use of
forward-looking terminology, including terms such as "projects",
"forecasts", "anticipates", "expects", "believes", "intends",
"may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology.
By their nature, forward-looking statements involve risk and
uncertainty as they relate to future events and circumstances.
Forward-looking statements are not guarantees of future
performance, and the actual results, performance or achievements of
the Company, and development of the markets and the industries in
which it operates or is likely to operate, may differ materially
from those described in, or suggested by, any forward-looking
statements contained in this announcement. In addition, even if
actual results, performance, achievements or developments are
consistent with any forward-looking statements contained in this
announcement in a given period, those results, performance,
achievements or developments may not be indicative of results,
performance, achievements or developments in subsequent periods. A
number of factors could cause results, performance, achievements
and developments to differ materially from those expressed or
implied by any forward-looking statements including, without
limitation, general economic and business conditions, industry
trends, competition, changes in regulation and currency
fluctuations.
Any forward-looking statements in this announcement reflect the
Company's current view with respect to future events, speak only as
of their date and are subject to change without notice. Save as
required by applicable law or regulation, the Company and the other
parties named in this announcement expressly disclaim any
obligation or undertaking to update, review or revise any
forward-looking statement contained in this announcement whether as
a result of new information, future developments or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCFSLFIEFASELF
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