Wrap Text
Proposed Placing
Schroder European Real Estate Investment Trust PLC
(Incorporated in England and Wales)
Registration number: 09382477
JSE Share Code: SCD
LSE Ticker: SERE
ISIN number: GB00BY7R8K77
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.
SCHRODER EUROPEAN REAL ESTATE INVESTMENT TRUST PLC
Proposed placing
2 February 2016
The Board of Schroder European Real Estate Investment Trust PLC (the 'Company'),
today announces a proposal to issue up to 10.6 million new Ordinary Shares at
104 pence per new Ordinary Share to raise gross proceeds of approximately £11.0
million by way of a placing (the 'Placing') pursuant to the terms and conditions
of the Placing Programme established under the prospectus issued by the Company
dated 11 November 2015 (the 'Prospectus').
Background
In December 2015 the Company raised approximately £108 million through an initial
public offering ('IPO') in the UK and South Africa to invest in commercial real
estate in Continental Europe. Since IPO the Company has exchanged on
approximately €62 million of assets, comprising a Parisian office for €37.5
million at a net initial yield of 5.7% and a retail warehouse in Berlin for
€24.25 million at a net initial yield of 6.2%. There is a pipeline of other
assets at various stages of advancement where terms are being negotiated or are
under review. The Investment Manager and the Board remain confident that the IPO
proceeds will be deployed in line with their timing expectations at launch and
remain committed to growing the Company.
Following interest from both existing and prospective investors in South Africa
and the UK, the Board is therefore proposing to issue new Ordinary Shares under
a placing pursuant to the Placing Programme.
Proposed placing
Under the Placing, subject to compliance with the Act and the Articles, the
Company is proposing to issue up to 10.6 million new Ordinary Shares at 104
pence per new Ordinary Share (the 'Placing Price') to raise gross proceeds of up
to approximately £11.0 million. The Placing Price is based on the prevailing
unaudited NAV per Share (which is estimated to be 101 pence) plus a premium to
cover the costs of the Placing.
The Placing is expected to close at 3.00 pm UK time (5.00 pm SA time) on Thursday
4 February 2016, but may close earlier (or later) at the absolute discretion of
the Company, in consultation with Numis and PSG Capital who are acting as joint
placing agents to the Company. The Placing is not being underwritten.
Participation in the Placing in the UK will be available only to persons falling
within Articles 49(2)(a) to (d) or 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotions) Order 2005 or to persons whom the Ordinary Shares
may otherwise lawfully be offered under that Order. Such persons are invited to
apply for new Ordinary Shares by contacting their usual contact at Numis and PSG
Capital. Participation in the Placing in South Africa will be available only to
persons who are invited to participate and who fall within any of the categories
envisaged in section 96(1)(a) of the South African Companies Act or who subscribe
for a minimum amount of R1,000,000 (one million Rand) per single addressee acting
as principal, as contemplated in section 96(1)(b) of the South African Companies
Act. The Directors have also reserved the right, subject to demand and in
consultation with Numis and PSG Capital, to increase the number of New Shares
offered pursuant to the Placing. Any such increase will be announced via an RIS.
Dividends
The new Ordinary Shares issued pursuant to the Placing will rank pari passu in
all respects with the existing Ordinary Shares (save for any dividends or other
distributions declared, made or paid on the Ordinary Shares by reference to a
record date prior to the allotment of the relevant new Ordinary Shares).
As stated in the Prospectus, the Company intends to declare its first dividend in
July 2016 in respect of the period to 30 June 2016. The Euro dividend target
during the first operating year of the Company to 30 September 2016 continues to
be 1.5 – 2.0 per cent. based on the Euro equivalent of the issue price of 100p at
IPO. For subsequent operating years the Company continues to target an annualised
Euro dividend yield of 5.5 per cent. based on the Euro equivalent of the issue
price of 100p at IPO.
Other information
Applications will be made to the UK Listing Authority and the London Stock
Exchange for the new Ordinary Shares issued pursuant to the Placing to be
admitted to the premium segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities as a primary listing. In
addition, application will be made to the JSE for the new Ordinary Shares issued
pursuant to the Placing to be admitted to trading on the JSE's main board for
listed securities. It is expected that such admission will take place at
commencement of trading on Friday 12 February 2016 (or such later date as may be
agreed between the Company, Numis and PSG Capital).
Capitalised terms in this announcement shall (unless expressly stated otherwise)
have the meaning given to them in the Prospectus. A copy of the Prospectus is
available from the Company's website at www.schroders.co.uk/sereit and is
available for inspection during usual business hours on any day (Saturdays,
Sundays and public holidays excepted) at the offices of Stephenson Harwood LLP,
1 Finsbury Circus, London EC2M 7SH and at the offices of PSG Capital, 1st Floor
Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and 1st Floor, Building 8, Inanda
Greens Business Park, 54 Weirda Road West, Wierda Valley, Sandton, 2196.
For further details contact:
Sponsor, Broker and Placing Agent in the UK
Numis Securities (UK investors)
020 7260 1000
Katherine Miller (Sales)
David Benda (Corporate)
Sponsor and Placing Agent in South Africa
PSG Capital (SA investors)
+27 21 887 9602
David Tosi
Willie Honeyball
Important Information
This announcement has been prepared by, and is the sole responsibility of,
Schroder European Real Estate Investment Trust PLC.
Numis Securities Limited is acting only for the Company in connection with the
matters described in this announcement and is not acting for or advising any
other person, or treating any other person as its client, in relation thereto and
will not be responsible for providing the regulatory protection afforded to
clients of Numis Securities Limited or advice to any other person in relation to
the matters contained herein.
PSG Capital is acting only for the Company in connection with the matters
described in this announcement and is not acting for or advising any other
person, or treating any other person as its client, in relation thereto and will
not be responsible for providing the regulatory protection afforded to clients
of PSG Capital or advice to any other person in relation to the matters contained
herein.
The Company is not and will not be registered under the US Investment Company Act
of 1940, as amended. The Ordinary Shares have not been, nor will they be,
registered under the US Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other jurisdiction of
the United States or under the applicable securities laws of Australia, Canada,
Japan or the Republic of Ireland. Subject to certain exceptions, the Ordinary
Shares may not be offered or sold in the United States, Australia, Canada, Japan
or the Republic of Ireland or to or for the account or benefit of any national,
resident or citizen of Australia, Canada, Japan or the Republic of Ireland or
any person located in the United States. The Placing 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.
Date: 02/02/2016 09:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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