11th Dec 2013 08:00
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 365,000,000 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
11 DECEMBER 2013
ADMISSION TO TRADING
IRISH STOCK EXCHANGE AND LONDON STOCK EXCHANGE
Hibernia REIT p.l.c., a newly-incorporated Irish property investment company, today announces the admission of its Shares 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 11 December 2013, the share capital of the Company consists of 365,000,000 Shares, each with voting rights. Therefore, the total number of Shares and voting rights in the Company is 365,000,000.
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
Citigate Dewe Rogerson (UK PR to the Company) +44 207 638 9571
Grant Ringshaw +44 0 7534 220614
Tom Baldock +44 0 7860 101715
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.
This announcement is an advertisement and not a prospectus and investors should not purchase any Shares referred to in this announcement except solely on the basis of information in the prospectus published by the Company in connection with the admission of the Shares to primary listing on the Official List of the Irish Stock Exchange, and a premium listing on the Official List of the UK Listing Authority and admission 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 ("Admission").
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, 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.
Any subscription for Shares in the proposed Issue should be made solely on the basis of the information contained in the Prospectus issued by the Company in connection with Admission. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked).
Certain statements contained in this announcement constitute "forward-looking statements" regarding the belief of current expectation of the Company, the Directors, Nowlan Property REIT Management Limited (the "Investment Manager") and the management team of the Investment Manager about the Company's financial condition, results of operations and business. Generally, but not always, words such as "may", "could", "should", "will", "expect", "intend", "estimate", "intend", "estimate", "anticipate", "assume", "believe", "plan", "seek", "continue", "target", "goal", "would" or their negative variations or similar expressions identify forward-looking statements. Such forward looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and the Investment Manager and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, the Investment Manager, Credit Suisse Securities (Europe) Limited nor Goodbody undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to the Company or individuals acting on behalf of the Company are expressly qualified in their entirety by this paragraph.
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 will proceed and that Admission 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, 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.
In connection with the Issue, Credit Suisse (as "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over-allot up to a total of 20 million Shares or effect other transactions with a view to supporting the market price of the Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings of the Shares on the Irish and London Stock Exchanges and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Shares above the Issue Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Issue. For the purposes of allowing the Stabilising Manager to cover short positions resulting from any such over-allotment and/or from sales of Shares effected by it during the stabilising period, the Company has granted to the Stabilising Manager the Over-allotment Option pursuant to which the Stabilising Manager may purchase or procure purchasers for up to a total of 20 million Shares (the "Over-allotment Shares") at the Issue Price. The Over-allotment Option may be exercised in whole or in part upon notice by the Stabilising Manager at any time on or before the 30th calendar day after the commencement of conditional dealings of the Shares on the Irish and London Stock Exchanges. Any Over-allotment Shares made available pursuant to the Over-allotment Option will be sold on the same terms and conditions as Shares being offered pursuant to the Issue and will rank pari passu in all respects with, and form a single class with, the other Shares (including for all dividends and other distributions declared, made or paid on the Shares).
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.
Related Shares:
HBRN.L