London, March 13
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, SOUTH AFRICA, ANY MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS AN ADVERTISMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO PURCHASE OR ACQUIRE ANY TRANSFERABLE SECURITIES (AS DEFINED IN SCHEDULE 11A OF THE FINANCIAL SERVICES AND MARKETS ACT 2000), NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. POTENTIAL INVESTORS SHOULD READ THE RELEVANT PROSPECTUSES CAREFULLY BEFORE ANY INVESTMENT DECISION IS MADE. PICTON PROPERTY INCOME LIMITED ("Picton" or the "Company") PROPOSED PLACING The Board of Directors of Picton (the ´´Board´´) announce a proposed placingof new ordinary shares of no par value in the Company ("New Ordinary Shares")at a price of 68.5 pence per New Ordinary Share (the "Placing Price") in accordance with the terms and conditions of the Placing Programme established under the prospectus issued on 1 May 2014, as amended(the "Placing"). Highlights * Proposal to issue in excess of14,598,540 New Ordinary Shares at 68.5 pence per New Ordinary Share to raise gross proceeds in excess of£10 million * Placing Price of 68.5 pence per New Ordinary Share which represents a premium of 3.8% to the 31 December 2014 EPRA NAV of 66.0 pence per share and a discount of 4.9% to the Closing Share Price of 72.0 pence per share as at 12March 2015 * Approximately 95% of the net proceeds of the Placing are expected to be invested in property acquisitions with the remainder to be invested in opportunities within the existing portfolio * The net proceeds of the Placing are expected to be substantially invested, or committed, by 30 June 2015 * The Placing represents the final tranche of New Ordinary Shares to be issued under the Placing Programme Background In May 2014, the Company initiated a Placing Programme and hassubsequently raised gross proceeds of £67.0million through three capital raises in May 2014, December 2014 and January 2015. Most recently in 2015, the Companyhassuccessfully deployed £19.5 million of new capitalin two new assets producing a combined net initial yield of 7.2%. In addition, the Company is in advanced negotiations to acquire a further small asset, adjacent to an existing holding. The net proceeds from the Company´s recent placings have now been substantially invested whilst the Company continues to see attractive opportunities in the market. Use of Proceeds It is expected that approximately 95% of the net proceeds from this Placing will be used for new property acquisitions, in accordance with the Company´s investment policy, with the remainder to be utilised within the existing portfolio. The Board and Investment Manager are confident that, in the context of the deal flow which the Company is seeing,the proceeds of the Placing will be substantially invested, or committed, by 30 June 2015. The Company´s investment of the net proceeds is expected to be income accretive and to improve the income profile within the property portfolio, as well as providing further asset and income diversification. Assets acquired will continue to be made on an opportunistic basis with the Company seeking to acquire assets with strong fundamentals that meet its investment criteria whilst providing opportunities to enhance the income and/or capital position through active management. Furthermore, the broad theme of continuing to increase the average lot size within the Company´s portfolio will continue to enhance economies of scale in terms of overall asset management. Benefits of the Placing The Board believes that the Placing will havethe following benefits to Shareholders and the Company: * providing additional capital will enable the Company to take advantage of current and anticipated investment opportunities in the market and make further investments in the Company´s existing investment portfolio * the Placing proceeds, combined with the Company´s existing cash balance, will enable the Company to continue to secure assets within its target lot size range * the expected accretive yield on new investments shouldimprove the income profile within the property portfolio as well as providing further asset and income diversification * providing a larger equity base over which the fixed costs of the Company may be spread, thereby reducing the Company´s ongoing charge ratio. This has been demonstrated historically through the ongoing charges ratio which, as Net Assets have grown from£196 million on 31 March 2012 to£316 million on 31 December 2014, has seen a corresponding decreasefrom2.0% to 1.4% * strengthening the Company´s balance sheet will improve its position to access favourably priced debt financein the future. In addition, an increase in the asset base outside the existing security pools willincrease the Company´s optionality and flexibility in relation to future debt financing particularly ahead of the maturity of the ZDP Shares in October 2016 * the Placinghasthe capacity to further diversify the Shareholder register as well as potentiallyenhanceliquidity in the Ordinary Shares Terms of the Placing The Company is proposing to issue in excess of 14,598,540 New Ordinary Shares at 68.5 pence per New Ordinary Share to raise gross proceeds in excess of£10 million. The Board has reserved the right, in consultation with J.P. Morgan Cazenove and Stifel Nicolaus Europe Limited ("Stifel"), to increase the number of New Ordinary Shares offered pursuant to the Placing up to a maximum of 61,168,162New Ordinary Shares representing the balance for which authority remains to issue pursuant to the Placing Programme. Any such increase will be announced via a Regulatory Information Service. New Ordinary Shares can only be issued at a premium to the prevailing NAV at the time of issue. The Placing is being made pursuant to the terms and conditions of the Placing Programme set out in Appendix 3 of the Prospectus published by the Company on 1 May 2014, as amended and updated by the supplementary prospectuses published by the Company on, respectively, 14 July 2014, 4 August 2014, 29 October 2014, 21 November 2014, 21 January 2015 and 11 March 2015. The Placing is expected to close at 1.00 pm (London time) on 18March 2015, but may close earlier (or later) at the absolute discretion of the Company, in consultation with J.P. Morgan Cazenove and Stifel who are acting as joint sponsors and corporate brokers to the Company. The Placing Price reflects a 4.9%discount to the closing price of 72.0 pence per Ordinary Share on 12March 2015 and a 3.8%premium to the Company´s31 December 2014 EPRA Net Asset Value per Ordinary Share. Therefore, the Placing will be accretive for existing Shareholders (net of fees and expenses associated with the Placing). The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares of no par value in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid. Participation in the Placing 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. Such persons are invited to apply for New Ordinary Shares by contacting their usual contact at Stifel and / or J.P. Morgan Cazenove. In the event that the number of New Ordinary Shares applied for under the Placing exceeds 14,598,540shares, or such higher amount as determined by the Board (as noted above), it would be necessary to scale back applications under the Placing. In such event, New Ordinary Shares will be allocated at the discretion of the Directors. The Directors will have regard to the applications from existing Shareholders, with a view to ensuring, where reasonably possible, that existing Shareholders are allocated such percentage of New Ordinary Shares as is as close as possible to their existing percentage holding of Ordinary Shares. The Placing is not being underwritten. Applications will be made to the FCA for admission of the New Ordinary Shares to the premium segment of the Official List and to trading on the London Stock Exchange´s main market for listed securities (´´Admission´´). It is expected that Admission will become effective and that unconditional dealings in the New Ordinary Shares will commence at 8.00 a.m. (London time) on or around 23 March 2015. The New Ordinary Shares will be issued in registered form and may be held in uncertificated form. The New Ordinary Shares allocated will be issued to Placees through the CREST system unless otherwise stated. The New Ordinary Shares will be eligible for settlement through CREST with effect from Admission. Nicholas Thompson, Chairmanof Picton, said: "Since implementing the Placing Programme, we have shown a commitment to deploying proceeds raised in an effective manner and within a sensible timeframe. We remain confident of investing this final tranche on a selective basis, into attractive opportunities that meet our investment objective." Expected Timetable Placing opens 13 March 2015 Latest time and date for receipt of Placing 1.00 p.m. on18 March 2015 commitments Announcement of the results of the Placing 19 March 2015 Admission of the New ordinary Shares to the 8.00 a.m. on, or around, 23 March Official List and to trading on the London 2015 Stock Exchange´s main market for listed securities Crediting of CREST stock accounts 23 March 2015 Share certificates dispatched (where week commencing 30 March 2015 (or appropriate) as soon as possible thereafter) The Placing may close earlier (or later) than indicated above at the absolute discretion of the Company, in consultation with J.P. Morgan Cazenove and Stifel. In such event, the Company will notify investors by the publication of a notice through a Regulatory Information Service. Dealing codes Ticker PCTN ISIN for the New Ordinary Shares GB00BOLCW208 SEDOL for the New Ordinary Shares BOLCW20 Capitalised terms used but not defined in this announcement will have the same meaning as set out in the prospectus published on 1 May 2014, as amended. Copies of that prospectus and the supplementary prospectuses published, respectively, on 14 July 2014, 4 August 2014, 29 October 2014, 21 November 2014, 21 January 2015 and11 March 2015 are available at www.hemscott.com/nsm.do and on the Company´s website at www.pictonproperty.co.uk. FOR FURTHER INFORMATION, PLEASE CONTACT: Northern Trust International Fund Telephone: 44 1481 745 529 Administration Services (Guernsey) Limited David Sauvarin The Company Secretary Trafalgar Court Les Banques St Peter Port Guernsey GY1 3QL Picton Capital Limited Telephone: 44 20 70119980 Michael Morris J.P. Morgan Cazenove Telephone: 44 20 7742 4000 William Simmonds Stifel Nicolaus Europe Limited Telephone: 44 20 7710 7600 Roger Clarke Neil Winward Tavistock Telephone: 44 20 7920 3150 Jeremy Carey Important Information This Announcement has been issued by and is the sole responsibility of the Company. This Announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness. This Announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase, any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor. This Announcement is an advertisement and not a prospectus. This Announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, 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. Any investment decision must be made exclusively on the basis of the prospectus published by the Company and any supplement thereto in connection with the admission of ordinary shares of the Company to the premium segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange´s main market for listed securities. J.P. Morgan Cazenove which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority and Stifel Nicolaus Europe Limited which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (together, the "Joint Sponsors"), are each acting exclusively for the Company and no-one else in connection with the Placing or the matters referred to in this Announcement, and will not regard any other person as their respective client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to thePlacing or any transaction or arrangement referred to in this Announcement. This Announcement is not for release, publication or distribution (directly or indirectly) in or into the United States of America (including its territories and possessions, any of the United States and the District of Columbia), Canada, Australia, New Zealand, Japan, the Republic of South Africa, any member states of the EEA (other than the United Kingdom) or to any "US person" as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act") or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. The distribution of this Announcement and the Initial Offers and Placing Programme Prospectus (as amended) in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Joint Sponsors that would permit an offering of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Joint Sponsors to inform themselves about, and to observe, such restrictions. The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, US Persons. The Company will not be registered as an "investment company" under the Investment Company Act of 1940, and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, New Zealand, Canada, Japan, the Republic of South Africa or any member state of the EEA (other than the United Kingdom) and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the New Ordinary Shares may be offered, sold, transferred or delivered, directly or indirectly, in Australia, New Zealand, Canada, Japan, the Republic of South Africa or any member state of the EEA (other than the United Kingdom). The New Ordinary Shares will be issued pursuant to the Placing Agreement dated 1 May 2014 between the Company, the Investment Manager, J.P. Morgan and Oriel Securities Limited (which has subsequently been novated from Oriel Securities Limited to Stifel Nicolaus Europe Limited, as detailed in the Supplementary Prospectus published on 11 March 2015). Under the terms of the Placing Agreement the Joint Sponsors have agreed to use their reasonable endeavours to procure subscribers for the New Ordinary Shares issued under the Placing Programme and in consideration for their services in this Placing, the Joint Sponsors (i) will be paid a commission equal to 0.7 per cent of the Gross Proceeds of the Placing and; (ii) may be paid a discretionary fee of 0.5 per cent of the Gross Proceeds of the Placing. Further information on the Placing Agreement is contained within the Prospectus published by the Company on 1 May 2014, as amended. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Company, Picton Capital Limited (the "Investment Manager"), the Joint Sponsors or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. The Company, the Investment Manager, the Joint Sponsors 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. Certain statements in this Announcement are forward-looking statements which are based on the Company´s expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given these risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor the Joint Sponsors assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. The expected timetable including the date of Admission may be influenced by a range of circumstances, including market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company´s intentions in relation to the Placing Programme and Admission. Acquiring New Ordinary Shares to which this Announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This Announcement does not constitute a recommendation concerning the Placing. The value of New Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Placing for the person concerned. Past performance or information in this Announcement or any of the documents relating to the Placing cannot be relied upon as a guide to future performance.