London, June 18
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, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PICTON PROPERTY INCOME LIMITED
("Picton" or the "Company" and, together with its subsidiaries, the "Group")
Results of Proposed Placing
On 12 June 2019, the Board of Directors of Picton announced a proposed placing of new ordinary shares to fund an identified pipeline of asset management initiatives in its portfolio. The Company announces that it has raised gross proceeds of £7.1 million through the issue of 7,551,936 new ordinary shares ("Placing Shares") at a price of 94.5 pence per share.
Application has been made for the Placing Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange´s main market for listed securities ("Admission"). It is expected that Admission will take effect, and dealings in the Placing Shares will commence, at 8.00 a.m. (London time) on 21 June 2019.
Immediately following Admission, the Company will have 547,605,596 ordinary shares in issue and therefore the total voting rights in the Company will be 547,605,596. This figure may be used by shareholders as the denominator for the calculations by which they may determine whether or not they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA´s Disclosure Guidance and Transparency Rules.
Michael Morris, Chief Executive of the Company, said:
“The proceeds that we have raised today will assist in funding our identified capital expenditure initiatives, thereby enhancing the quality of our portfolio. We thank both existing and new investors for their support.”
For further information, please contact:
|Picton Property Income Limited||44 020 7011 9980|
|Stifel Nicolaus Europe Limited||44 20 7710 7600|
|J.P. Morgan Cazenove||44 20 7742 4000|
|Tavistock||44 20 7920 3150|
The information contained in this Announcement is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan, New Zealand, South Africa or any jurisdiction in which the same would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire Placing Shares in the United States, Australia, Canada, Japan, New Zealand or South Africa (unless an exemption under the relevant securities laws is available) or any other jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published. Persons needing advice should consult an independent financial adviser.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only to persons outside the United States in accordance with Regulation S under the Securities Act.
The contents of this Announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this Announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares.
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.
This Announcement does not constitute an offer of securities to the public in the United States, the United Kingdom or in any other jurisdiction. There will be no public offer of securities in the United States, the United Kingdom or in any other jurisdiction. This Announcement is being directed only at persons in member states of the European Economic Area who are ´Qualified Investors´ within the meaning of article 2(1)(e) of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state). In addition, in the UK, this announcement is being directed only at Qualified Investors who (a) have professional experience in matters relating to investments and who fall within article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")? or (b) are persons falling within article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc") of the Order? or (c) are persons to whom it may otherwise be lawfully communicated. Any investment activity in connection with the Placing will only be available to, and will only be engaged with, relevant persons. This Announcement must not be acted on or relied on by persons who are not Relevant Persons.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such 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 to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement contains (or may contain) certain forward looking statements.. These statements, which sometimes use words such as "anticipate", "intend", "expect", “believes” and words of similar meaning, reflect the Company’s beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward looking statement. The information contained in this Announcement is subject to change without notice and, subject to any obligations under the Listing Rules and the Disclosure Guidance and Transparency Rules or any other applicable law or regulation, the Company does not assume any responsibility or obligation to update publicly or review any of forward looking statements contained herein.
Information to Distributors
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Placing Shares and determining appropriate distribution channels.