RAVEN PROPERTY GROUP LIMITED - Pre-Listing Announcement in respect of the Secondary Listing

Release Date: 03/09/2018 09:22
Code(s): RAV
 
Wrap Text
Pre-Listing Announcement in respect of the Secondary Listing

RAVEN PROPERTY GROUP LIMITED
Incorporated in Guernsey
Company number 43371
LSE share code: RAV; JSE share code: RAV
ISIN:GB00B0D5V538
(“Raven Property Group” or the “Company”)


PRE-LISTING ANNOUNCEMENT IN RESPECT OF THE SECONDARY LISTING OF THE
 ORDINARY SHARES OF RAVEN PROPERTY GROUP ON THE MAIN BOARD OF THE
                            JSE LIMITED


1         INTRODUCTION

The strategy of the Company is to acquire and maintain its core investment portfolio of grade
A logistics warehouses in Russia with the aim of producing rental income that delivers
progressive distributions to its ordinary shareholders. The Company operates out of offices in
Guernsey, Cyprus and Moscow and has an investment portfolio of circa 1.8 million square
metres of grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don and Novosibirsk
and 49,000 square metres of commercial office space in St Petersburg. While the Company
focuses on the logistics market, it does consider alternative asset class acquisitions if the
property and financial metrics are attractive.

The Company’s ordinary shares of 1 pence each (“Ordinary Shares”) are admitted to the
premium segment of the official list of the UK Listing Authority and to trading on the main
market of the London Stock Exchange (“LSE”). The Ordinary Shares are also admitted to the
official list of The International Stock Exchange Authority Limited (“TISEAL”).

The Company’s preference shares and warrants are admitted to the standard segment of the
official list of the UK Listing Authority and to trading on the main market of the LSE and
admitted to the official list of TISEAL.

The Company’s convertible preference shares are admitted to the official list of TISEAL and to
trading on the SETSqx market of the LSE.

As at the date of this announcement, the current market capitalisation of the Company’s
ordinary shares capital is approximately £252.0 million (approximately R4.79bn[1]).

The LSE is an “accredited exchange” as defined in paragraph 18.42 of the Listing
Requirements of the exchange operated by the JSE Limited (“JSE”) (the “JSE Listing
Requirements”).

The Company is also seeking an admission of its Ordinary Shares to trading on the Moscow
Stock Exchange by way of a secondary inward listing and will provide an update to the
market regarding progress in due course.

The JSE has granted approval to the Company for a secondary inward listing by way of
introduction under the fast-track listing process contemplated in Section 18 of the JSE Listing
Requirements, of all of its 637,136,617 Ordinary Shares on the Main Board of the JSE in the
“Real Estate Investment and Services” sector, under the abbreviated name “RAVEN”, JSE
share code “RAV” and ISIN “GB00B0D5V538”, with effect from the commencement of trade
on Monday, 10 September 2018 (the “Listing Date”) (the “Secondary Listing”).



Note: 1
        Based on an exchange rate of GBPZAR19.05.

                                                 1

The Financial Surveillance Department of the South African Reserve Bank (“SARB”) has
approved the Secondary Listing and classified the secondary inward listed Ordinary Shares as
“domestic” for exchange control purposes. Accordingly, South African resident shareholders
must hold their Ordinary Shares on the JSE register subsequent to the Secondary Listing and
may trade the Ordinary Shares on the JSE without having recourse to their foreign portfolio
allowance.

2            OVERVIEW OF THE COMPANY

The Company was incorporated on 4 July 2005 in Guernsey and is operating under the
Companies (Guernsey) Law 2008 (as amended).

The Company’s Ordinary Shares were admitted to trading on the LSE on 2 August 2010.

The Company is domiciled in Guernsey with its registered address office at La Vieille Cour, La
Plaiderie, St. Peter Port, Guernsey, GY1 6EH. The Company is not registered as an external
company in South Africa. The Company has appointed Link Market Services South Africa (Pty)
Ltd as its transfer secretaries in South Africa with its registered address and primary place of
business at 13th Floor, 19 Ameshoff Street, Braamfontein, 2001, South Africa. The Company’s
registrar in Guernsey is Link Market Services (Guernsey) Limited with its registered address
and primary place of business at Mont Crevelt House, Bulwer Avenue, St. Sampson, Guernsey
GY2 4LH, Channel Islands.

3            RATIONALE FOR THE COMPANY’S SECONDARY LISTING

The Company is seeking the Secondary Listing in order to provide South African investors,
both institutional and private, with an opportunity to participate over the long term in the
future income and capital performance of the Company. This will in turn improve the depth
and spread of the shareholder base of the Company, thereby improving liquidity and
tradability of the Ordinary Shares. In addition, it will provide the Company with an additional
platform to raise equity funding to pursue growth and investment opportunities in the future.

4            PROSPECTS OF RAVEN PROPERTY GROUP FOLLOWING THE SECONDARY
             LISTING

The strategic priorities for the Company, which will drive its future prospects, are to continue
to run its property investment portfolio with the objective of delivering progressive
distributions to shareholders over the long term. Where appropriate opportunities arise, the
Company will look to expand its investment portfolio through both development and
acquisitions. The Company remains focussed on the logistics market but will consider
alternative asset class acquisitions if the property and financial metrics are attractive.

5            SHARE CAPITAL

The issued share capital of the Company as at the date of the announcement is as follows:


 Class of shares                                                Number of shares


 Ordinary Shares                                                 637,136,617


 Preference shares                                               99,333,034


 Convertible preference shares                                   198,189,014


 Warrants                                                        3,072,397


                                               2

The Ordinary Shares carry full voting rights and rank after the convertible preference shares
and the preference shares in terms of dividends and on a return of capital on a winding up or
an administration order.

The Company does not hold any Ordinary Shares in treasury.

The Company operates a progressive dividend policy. The Company does not intend to pay
dividends to the holders of Ordinary Shares, instead distributions in respect of the Ordinary
Shares are effected by tender offer buy backs semi-annually.

The articles of incorporation of the Company (the “Articles”) do not contain any restrictions
on the transfer of the Ordinary Shares other than those set out below.

The Articles provide that the board of the Company (“Board”) may, in its absolute discretion
and without giving a reason, refuse to register a transfer of any share in certificated form or
(to the extent permitted by the CREST regulations) uncertificated form which is not fully paid
or on which the Company has a lien or if: (i) it is in respect of more than one class of shares;
(ii) it is in favour of more than four joint transferees; (iii) in the case of certificated shares,
where the transfer is not accompanied by the relevant share certificate or such other
evidence as the Board may reasonably require to prove title of the transferor and the due
execution by him of the transfer, provided that in the case of a share which is listed on a
stock exchange, such refusal to register a transfer would not prevent dealings in the share
from taking place on an open and proper basis on the relevant stock exchange.

In addition, the Board may impose certain sanctions where a shareholder fails to comply with
the Company’s written request to disclose the identity of the underlying beneficial owners of
shares in the capital of the Company and the nature of such beneficial owners’ interests. The
sanctions may include the withdrawal of voting rights, the withholding of dividends and the
invalidation of any transfer of the shares in respect of which the disclosure has not been
made.

Further details of the rights and restrictions attaching to each class of shares of the Company
and the warrants are set out in the Articles and the warrant instrument pertaining to the
warrants which can be found on the Company’s website http://www.theravenpropertygroup.com.

6         SETTLEMENT IN SOUTH AFRICA

Ordinary Shares will be traded on the JSE in electronic form only (as dematerialised shares)
and will be trading for electronic clearing and settlement, via Strate Limited (“Strate”),
immediately following the Secondary Listing. Strate is a system of “paperless” transfer of
securities used by the JSE to settle trades. All investors owning dematerialised Ordinary
Shares or wishing to trade their Ordinary Shares on the JSE are required to appoint either a
broker or a Central Securities Depository Participant (“CSDP”) in South Africa to act on their
behalf and to handle their settlement requirements. If you have any doubt as to the
mechanics of Strate, please consult your broker, CSDP or other appropriate adviser. You are
also referred to the Strate website (www.strate.co.za) for more detailed information.




                                                 3

7              FINANCIAL INFORMATION

The financial year end of the Company is 31 December of each year.

The basic earnings, diluted earnings and headline earnings (as defined in terms of the South
African Institute of Chartered Accountants Circular 2/2013) per Ordinary Share for the six
months ended 30 June 2018, the twelve months ended 31 December 2017 and the twelve
months ended 31 December 2016 are as follows:


                        Unaudited               Audited                       Audited
                    Six months ended          Year ended                    Year ended
                      30 June 2018         31 December 2017              31 December 2016
                 $’000       $’000        $’000      $’000            $’000       $’000
Earnings
Net (loss)                 (41,124)                57,686                         7,719
/ profit for
the period
/ year
prepared
under
IFRS
Adjustments
to arrive at
Headline
earnings:
Impairment            -                  2,061                           -
of goodwill
Unrealised       35,055                (42,320)                      40,192
(profit) /
loss on
revaluation
of
investment
property
Profit on             -                      -                      (3,807)
disposal of
investment
property
under
construction
Unrealised        (606)                  4,168                       3,132
(profit) /
loss on
revaluation
of
investment
property
under
construction
Movement        (3,769)                  10,508                     (4,268)
on deferred
tax thereon
                            30,680                (25,583)                       35,249
Headline                   (10,444)                32,103                        42,968
earnings




                                             4

                       Unaudited                        Audited                         Audited
                   Six months ended                   Year ended                      Year ended
                     30 June 2018                  31 December 2017                31 December 2016
               Earnings   Weighted      EPS   Earnings      Weighted     EPS   Earnings   Weighted     EPS
                           average                           average                       average
                            shares                            shares                        shares
                 $’000      No.‘000    Cents      $’000       No.‘000    Cents     $’000    No.‘000    Cents
IFRS
earnings
per share
Basic           (41,124)    653,093    (6.30)    57,686       663,493     8.69     7,719    657,468     1.17
Effect of
dilutive
potential
ordinary
shares:
Warrants              -          -                     -        7,669                  -      7,651
LTIP                  -          -                     -        1,382                  -      1,294
2016                  -          -                     -        2,513                  -      1,009
Retention
Scheme
CBLTIS                -          -                     -            -                  -       275
2015
ERS                   -          -                     -            -                  -        21
Convertible           -          -              20,058        261,369                  -         -
preference
shares
Diluted         (41,124)    653,093    (6.30)    77,744       936,426     8.30     7,719    667,718     1.16



                       Unaudited                       Audited                          Audited
                   Six months ended                  Year ended                       Year ended
                     30 June 2018                 31 December 2017                 31 December 2016
               Earnings   Weighted     EPS    Earnings      Weighted     EPS   Earnings   Weighted     EPS
                           average                           average                       average
                            shares                            shares                        shares
                  $’000    No.‘000    Cents      $’000       No.‘000    Cents     $’000    No.‘000    Cents
Headline
earnings
per share
Basic          (10,444)    653,093    (1.60)    32,103        663,493     4.84   42,968     657,468     6.54
Effect of
dilutive
potential
ordinary
shares:
Warrants             -           -                   -         7,669                  -       7,651
LTIP                 -           -                   -         1,382                  -       1,294
2016                 -           -                   -         2,513                  -       1,009
Retention
Scheme
CBLTIS               -           -                   -             -                  -         275
2015
ERS                  -           -                   -             -                  -          21
Convertible          -           -                   -             -                  -           -
preference
shares
Diluted        (10,444)     653,093   (1.60)    32,103        675,057     4.76    42,968     667,718     6.44


The historical financial information of the Company is available on the Company’s website
http://www.theravenpropertygroup.com.
                                                    5

8           SIGNIFICANT CHANGES

No significant changes to the expected financial position or trading position of the Group have
occurred since the publication of the Company’s audited financial results for the year ended
31 December 2017, save that in the six months to 30 June 2018 the Group recorded a loss
for the period of $41,124,000, including a loss on revaluation of investment property and
investment property under construction of $30,680,000. As a consequence the consolidated
net asset value of the Group reduced to $478,392,000.

9           MAJOR SHAREHOLDERS

As at the date of this announcement, the following shareholders were, directly or indirectly,
beneficially interested in, or responsible for managing, 5% or more of each class of the
Company’s issued share capital:

Ordinary Shares

    Name                                                        Number of shares            %

    Invesco Asset Management Limited (as agent acting for              204,155,347       32.04
    and on behalf of its discretionary managed clients)

    Woodford Investment Management LLP (as agent acting for             83,069,632       13.04
    and on behalf of certain underlying funds)

    JO Hambro Capital Management Limited (as agent acting               69,375,500       10.89
    for and on behalf of certain underlying funds)

    Schroder Investment Management Limited (as agent                    56,388,127        8.85
    acting for and on behalf of certain underlying funds)

    Quilter Investment Management Limited (as agent acting              32,109,831        5.04
    for and on behalf of certain underlying funds)



Preference shares

    Name                                                          Number of shares           %

    Invesco Asset Management Limited (as agent acting for               41,803,518        42.1
    and on behalf of its discretionary managed clients)

    Woodford Investment Management LLP (as agent acting for              8,196,481         8.3
    and on behalf of certain underlying funds)

    Hargreaves Lansdown Asset Management Limited (as agent               5,095,083         5.1
    acting for and on behalf of its clients)




                                                    6
Convertible preference shares

     Name                                                             Number of shares         %

     Woodford Investment Management LLP (as agent acting for                87,719,298      44.3
     and on behalf of certain of its clients)

     Old Mutual Global Investors (UK) Limited (as agent acting              46,048,941      23.2
     for and on behalf of certain underlying funds)

     Invesco Asset Management Limited (as agent acting for                  42,118,860      21.3
     and on behalf of its discretionary managed clients)



Warrants

     Name                                                             Number of shares           %

     M&G Investment Management Limited (as agent acting for                     428,783        14
     and on behalf of certain underlying funds)

     Hargreaves Lansdown Asset Management Limited (as agent                     272,883        8.9
     acting for and on behalf of its clients)

     Master and Fellows of Peterhouse Cambridge                                 253,072        8.2

     UBS Wealth Management Limited (as agent acting for and                     161,703        5.3
     on behalf of its clients)



10           BOARD OF DIRECTORS

The table below sets out information to the current board of directors of the Company.


 Name                   Richard Wilson Jewson, 74
 Position               Non-executive chairman

 Experience             Richard joined Jewson Limited, the timber and building merchant, in 1965 becoming the
                        Managing Director, then Chairman of its holding group, Meyer International plc, from which
                        he retired in 1993. Since then he has served as Non Executive Director and Chairman of a
                        number of public companies. He retired in 2004 after 10 years as Chairman of Savills plc
                        and in 2005, after 14 years as a Non-Executive Director and Deputy Chairman of Anglian
                        Water plc. He is currently Chairman of Tritax Big Box REIT Plc, and a Non-Executive
                        Director of Temple Bar Investment Trust plc.

                        He is Chairman of the Nominations Committee and a member of the Remuneration
                        Committee.


 Name                   Anton John Godfrey Bilton, 54
 Position               Executive Deputy Chairman

 Experience             Anton is an economics graduate from The City University in London. Anton was the founder
                        of the Raven Group. He has also been a founder and director of three other companies that
                        have floated on AIM. Anton is non-executive Chairman of Sabina Estates Ltd.

                        He is a member of the Nominations Committee.




                                                       7

Name         Glyn Vincent Hirsch, 57
Position     Chief Executive Officer

Experience   Glyn qualified as a Chartered Accountant with Peat, Marwick Mitchell & Co in 1985. Until
             1995, he worked in the corporate finance department of UBS AG (formerly Phillips & Drew)
             latterly as an Executive Director specialising in UK smaller companies. From 1995 until
             2001, he was Chief Executive of CLS Holdings plc, the listed property investment company
             and is a former Director of Citadel Holdings plc, the specialist French property investor and
             former Chairman of Property Fund Management plc, the listed property fund management
             business. Glyn is a non-executive director of Sabina Estates Ltd.


Name         Mark Sinclair, 52
Position     Chief Financial Officer

Experience   Mark is a chartered accountant, and spent 18 years at BDO Stoy Hayward, a leading
             professional services firm in the UK. He was a partner in the London real estate group,
             responsible for a portfolio of large property companies, both listed and private. In 2006 he
             joined as Finance Director of Raven Russia Property Management Ltd, the former Property
             Adviser to the Company and joined the Board of the Company in 2009.


Name         Colin Andrew Smith, 48
Position     Chief Operating Officer

Experience   Colin qualified as a Chartered Accountant with BDO Stoy Hayward. Prior to joining the
             Company, he was a Director in the audit and assurance division of the chartered
             accountant practice of BDO in Guernsey, having joined it in 1994. Colin has also been a
             Non-Executive director of a number of offshore investment funds and companies.


Name         Christopher Wade Sherwell, 70
Position     Senior Independent Non-Executive Director

Experience   Christopher Sherwell is a former Managing Director of Schroders in the Channel Islands.
             Before joining Schroders, he was Far East Regional Strategist in London and Hong Kong for
             Smith New Court Securities and prior to that spent 15 years as a journalist, much of them
             as a foreign correspondent for the Financial Times. He has considerable public company
             experience and acts as a Non-Executive Director on a number of publicly listed investment
             companies including Baker Steel Resources Trust Ltd and NB Distressed Debt Investment
             Fund Limited.

             He is Chairman of the Remuneration Committee and a member of the Audit and
             Nominations Committees.


Name         Stephen Charles Coe, 52
Position     Non-Executive Director

Experience   Stephen Coe BSc, FCA is self-employed providing Executive and Non-Executive services to
             public and private clients. His current public directorships include European Real Estate
             Investment Trust Ltd where he acts as Chairman and Weiss Korea Opportunity Fund
             Limited, Leaf Clean Energy Company and Trinity Capital Ltd where he acts as a Non-
             Executive Director and Chairman of the Audit Committees. Private clients include
             investment funds and a captive insurer. From 2003 to 2006, he was Managing Director of
             Investec Trust (Guernsey) Ltd and Investec Administration Services Ltd, responsible for
             private client and institutional structures. Between 1997 and 2003 he was a Director of
             Bachmann Trust Company Ltd and previously he worked with Price Waterhouse specialising
             in financial services.


             He is Chairman of the Audit Committee and a member of the Remuneration Committee.


Name         David Christopher Moore, 57
Position     Non-Executive Director

Experience   David Moore is an advocate of the Royal Court of Guernsey and is currently a consultant
             with Collas Crill in Guernsey. He is a former partner of Guernsey law firm Mourant Ozannes,
             where he had practised since 1993 and before that spent 10 years practising in the City of
             London, predominantly with Ashurst Morris Crisp. He specialises in corporate and financial
             matters and is a Non-Executive Director of a number of investment, insurance and finance
             sector-related companies.


             He is a member of the Audit and Remuneration Committees.


11         DIRECTORS’ STATEMENTS

The directors of the Company confirm that, to the best of their knowledge and belief, the
Company has adhered to all legal and regulatory requirements of the LSE.

The directors of the Company have no reason to believe that the working capital available to
the Company or the Group will be insufficient for at least 12 months from the Listing Date.

12         FURTHER INFORMATION

All documents and announcements which the Company has made public over the last two
years, including financial information, annual reports and regulatory announcements, as well
as the Articles, are available for download on the Company’s website at
http://www.theravenpropertygroup.com/investors.

This announcement is not an invitation to the public to subscribe for or purchase shares, but
is issued in compliance with the JSE Listing Requirements relating to the Secondary Listing of
the Company on the Main Board of the JSE.


13         SALIENT DATES AND TIMES


                                                                                                          2018


 Publish pre-listing announcement on the Stock Exchange News Service of the               Monday, 3 September
 JSE (“SENS”)


 Listing and commencement of trading of Raven Property Group’s Ordinary                  Monday, 10 September
 Shares on the Main Board of the JSE from the commencement of trade (09:00)
 on


 The above dates are subject to change. Any change will be released on SENS.


3 September 2018



Corporate advisor and sponsor

Rencap Securities Proprietary Limited


Advisor as to South African law

Werksmans Inc.




                                                        9
Enquiries

Raven Property Group Limited                             Tel: +44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (public relations adviser)        Tel: +44 (0) 203 151 7008
Tim Robertson
Toby Andrews
N+1 Singer (UK joint broker)                             Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell / James Moat
Sales - Alan Geeves / James Waterlow
Numis Securities (UK joint broker)                       Tel: +44 (0) 207 260 1000
Alex Ham / Jamie Loughborough / Alasdair Abram
Renaissance Capital (South African sponsor and broker)     Tel: +27 (11) 750 1448]
Yvette Labuschagne
Ravenscroft (TISE sponsor)                               Tel: +44 (0) 1481 729100
Jade Cook




                                          10
DISCLAIMER

This pre-listing announcement does not constitute an offer to the public for the sale of or
subscription for, or the solicitation of an offer to buy and/or subscribe for, shares as defined
in the South African Companies Act, No. 71 of 2008 (as amended) (the “Companies Act”),
or otherwise and will not be distributed to any person in South Africa in any manner which
could be construed as an offer to the public in terms of the Companies Act. This pre-listing
announcement does not constitute a prospectus registered and/or issued in terms of the
Companies Act.

This pre-listing announcement includes statements about Raven Property Group that are, or
may be deemed to be, forward-looking statements. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking statements. These forward-
looking statements are not based on historical facts, but rather reflect current expectations
concerning future results and events and generally may be identified by the use of forward-
looking words such as “targets”, “believe”, “aim”, “expect”, “project”, “anticipate”, “intend”,
“foresee”, “forecast”, “likely”, “should”, “planned”, “may”, “will”, “estimated”, “potential” or
similar words and phrases.

Examples of forward-looking statements include statements regarding a future financial
position or future profits, cash flows, corporate strategy, estimates of capital expenditures,
acquisition strategy, or future capital expenditure levels, and other economic factors, such as,
amongst other things, interest and exchange rates and public sector spend and resource
allocation.

By their nature, forward-looking statements involve known and unknown uncertainties,
assumptions and other important factors, because they relate to events and depend on
circumstances that may or may not occur in the future, whether or not outside of the control
of Raven Property Group. Such factors may cause Raven Property Group’s actual results,
financial and operating conditions, liquidity and the developments within the industry in which
Raven Property Group intends to operate to differ materially from those made in, or
suggested by, the forward-looking statements contained in this pre-listing announcement.
Raven Property Group cautions that forward-looking statements are not guarantees of future
performance.

All these forward-looking statements are based on estimates and assumptions made by
Raven Property Group, all of which estimates and assumptions, although Raven Property
Group believes them to be reasonable, are inherently uncertain. Accordingly, no assurance
can be given that any such forward-looking statements will prove to have been correct. Any
forward-looking statement made in this pre-listing announcement or elsewhere is applicable
only at the date on which such forward-looking statement is made. New factors that could
cause the business of Raven Property Group not to develop as expected may emerge from
time to time and it is not possible to predict all of them. Further, the extent to which any
factor or combination of factors may cause actual results to differ materially from those
contained in any forward-looking statement is not known. Raven Property Group has no duty
to, and does not intend to, update or revise the forward-looking statements contained in this
pre-listing announcement after the date of this pre-listing announcement, except as may be
required by law or regulation.




                                               11

Date: 03/09/2018 09:22:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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