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Admission of 20,000,000 new shares

18th Dec 2013 08:00

RNS Number : 8320V
Hibernia REIT PLC
18 December 2013
 



 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus (the "Prospectus") published by Hibernia REIT p.l.c. (the "Company" or "Hibernia REIT") on 6 December 2013 in connection with the admission of up to an aggregate of 385,000,000 ordinary shares in the capital of the Company (the "Shares") to the Official List of the Irish Stock Exchange and the premium listing segment of the Official List of the UK Listing Authority and to trading on the regulated market for listed securities of the Irish Stock Exchange and on the main market for listed securities of the London Stock Exchange. 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.

HIBERNIA REIT PLC

18 DECEMBER 2013

EXERCISE OF OVER-ALLOTMENT OPTION - ADMISSION OF 20,000,000 NEW SHARES TO TRADING

Hibernia REIT p.l.c. today announces that, in connection with its successful placing and offer for subscription of 364,600,000 ordinary shares (the "Issue") announced on 6 December 2013, Credit Suisse Securities (Europe) Limited, as stabilising manager, on 12 December 2013 exercised the over-allotment option in respect of 20,000,000 Shares (the "Over-allotment Shares").

The Over-allotment Shares have been issued at the issue price of €1.00 per Over-allotment Share (the "Issue Price"), raising additional gross proceeds for the Company of €20 million.

Including the exercise of the over-allotment option, total gross proceeds of the Issue are approximately €385 million. Following the issue of the Over-allotment Shares, the total number of Shares in issue is 385,000,000.

The Over-allotment Shares have been admitted to the Official List of the Irish Stock Exchange and to the premium segment of the Official List of the UK Listing Authority and to trading on the regulated market for listed securities of the Irish Stock Exchange under ticker HBRN.I and on the main market for listed securities of the London Stock Exchange under ticker HBRN.L.

Further information about the Company is available on its website at www.hiberniareit.com 

Total voting rights

In accordance with the Transparency Rules (Rule 13.1) issued by the Central Bank of Ireland ("Transparency Rules") and the Transparency (Directive 2004/109/EC) Regulations 2007 (Regulation 20), the Company makes the following disclosure with respect to the share capital and voting rights of the Company. As at 18 December 2013, the share capital of the Company consists of 385,000,000 Shares, each with voting rights. Therefore, the total number of Shares and voting rights in the Company is 385,000,000.

The above figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in, or a change to their interest in, the Company under the Transparency Rules (Rule 7.1).

 

 

FOR FURTHER DETAILS, CONTACT:

 

Credit Suisse (Joint Bookrunner and sole UK Sponsor) +44 207 888 8888

Charles Donald

Tom Edwards-Moss

Omri Lumbroso

 

Goodbody (Joint Bookrunner and sole Irish Sponsor) +353 1 667 0420

Kevin Keating 

Linda Hickey

John Flynn 

Siobhan Wall

 

Murray Consultants (Irish PR to the Company) +353 1 498 0300

Jim Milton +353 86 255 8400

Orlagh Ryan +353 87 616 0279

 

IMPORTANT NOTICES

 

The contents of this announcement, which have been prepared by and are the sole responsibility of Hibernia REIT p.l.c., have been approved by Credit Suisse Securities (Europe) Limited, One Cabot Square, London, E14 4QJ, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended ("FSMA").

The information 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. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction.

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Japan, or South Africa.

This announcement is issued by the Company and is only directed at, and being distributed: (A) in the United Kingdom, to persons (i) who have professional experience in matters relating to investments and who meet the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or who meet Article 49 of the Order, and (ii) are "qualified investors" as defined in section 86 of the FSMA; (B) in Ireland, to "Qualified Investors" within the meaning of the Prospectus Directive 2003/71/EC, as amended, who are "professional clients" as defined in Schedule 2 of the European Communities Markets in Financial Instruments Regulations 2007 (as amended); and (C) any other persons to whom it may otherwise be lawfully communicated (together all such persons being referred to as "relevant persons"). This document must not be acted on or relied on, (a) in the United Kingdom and Ireland, by persons who are not relevant persons and, (b) in Norway, Sweden and the Netherlands, by persons who are not Qualified Investors and "professional investors" (as that term is used in EU (Alternative Investment Fund Managers) Regulations 2013. Any investment or investment activity to which this document relates is available only to, (1) in the United Kingdom and Ireland, relevant persons and, (2) in Norway, Sweden and the Netherlands, Qualified Investors, "professional investors" (as that term is used in EU (Alternative Investment Fund Managers) Regulations 2013 and other persons who are permitted to subscribe for the Shares pursuant to an exemption from the Prospectus Directive and other applicable legislation and will only be engaged in with such persons.

The Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States or under the applicable securities laws of Australia, Canada, Japan or South Africa. The Shares may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act) except in the United States for distribution to persons reasonably believed to be qualified institutional buyers (each a "QIB") (as defined in Rule 144A under the Securities Act) that are also qualified purchasers (each a "QP") as defined in section 2(a)(51) of the US Investment Company Act of 1940, as amended in reliance on Rule 144A under the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws.

The Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Shares, for whom an investment in the Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the issue of the Over-allotment Shares will proceed and that admission of the Over-allotment Shares will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Issue at this stage. Acquiring Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) and, if you are resident in the United Kingdom, a person authorised under the FSMA or another appropriately authorised professional adviser if you are in a territory outside Ireland or the United Kingdom. This announcement does not constitute a recommendation concerning the Issue. The price and value of the Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Issue or Admission cannot be relied upon as a guide to future performance.

Credit Suisse Securities (Europe) Limited ("Credit Suisse"), which is in the United Kingdom authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no one else in connection with Admission and the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Admission, the Issue or any matter referred to herein.

Goodbody Stockbrokers, trading as Goodbody, is regulated in Ireland by the Central Bank of Ireland. Goodbody Corporate Finance is regulated in Ireland by the Central Bank of Ireland. Goodbody Stockbrokers and Goodbody Corporate Finance (collectively, "Goodbody") are acting exclusively for the Company and no one else in connection with Admission and the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to Admission, the Issue or any matter referred to herein.

In connection with the Issue and Admission, each of Credit Suisse and Goodbody or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in the Prospectus to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Credit Suisse and Goodbody or any of their respective affiliates acting as investors for their own accounts. Credit Suisse and Goodbody or any of their respective affiliates do not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Nowlan Property REIT Management Limited, the investment manager of the Company (the "Investment Manager"), Credit Suisse nor Goodbody nor any of their respective affiliates, their respective directors, officers or employees, nor any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in, this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or the Investment Manager or their respective affiliates, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Accordingly, the Company, the Investment Manager, Credit Suisse and Goodbody and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCUWOBROWAUARA

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