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Metric Raises Gross Proceeds of £175 million

19th Mar 2010 07:00

RNS Number : 8356I
Metric Property InvestmentsPLC
19 March 2010
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION,IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITEDSTATES, OR INTO OR FROM CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR AUSTRALIA.

 

Thisannouncement is an advertisement and not a prospectus. This announcement does notconstitute or form part of, and should not be construed as, any offer for sale or subscriptionof, or solicitation of any offer to buy or subscribe for, any shares in the Company(the "Shares") or securities in any other entity, in any jurisdiction, includingthe 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 investmentdecision whatsoever, in any jurisdiction. This announcement does not constitute arecommendation regarding any securities.

 

Anyinvestment decision must be made exclusively on the basis of the final prospectuspublished by the Company dated 8 March 2010 and any supplement thereto in connection with theadmission of Ordinary Shares of the Company to the Official List of the UK ListingAuthority and to trading on the London Stock Exchange's main market for listed securities (the "Prospectus").

 

19 March 2010

Metric Property Investments plc

 

METRIC EXCEEDS FUNDRAISING TARGET

RAISING GROSS PROCEEDS OF £175 MILLION

 

The Board of Metric Property Investments plc ("Metric"or the "Company"), a UK-incorporated specialist retail property investmentcompany, today announces that it has raised gross proceeds of £175 million (beforethe exercise of the Over-allotment Option) at a price of 100 pence per share (the"Issue Price") by means of a Placing and Offer for Subscription of Ordinary Sharesin the Company (the "Issue"). This exceeds the Company's initial target to raisegross proceeds of £150 million, as announced on 8 March 2010.

Metric has applied for admission to trading on the main marketof the London Stock Exchange (the "LSE") ("Admission"), which is expected totake place on 24 March 2010. The Company will be a real estate investment trust("REIT") on Admission. 

Conditional dealings in Metric's Shares are expected to begin todayat 8.00 a.m. and unconditional dealings in Metric's Shares are expected to commenceon 24 March 2010 at 8.00 a.m. under the ticker METP.

Oriel Securities and J.P. Morgan Cazenove are acting as jointsponsors, financial advisers and bookrunners.

DETAILS OF THE PLACING AND ADMISSION

 

· Subject to, inter alia, Admission,Metric has raised gross proceeds of £175 million (before exercise of the Over-allotmentOption relating to 15 million Shares) 

· This exceeds Metric's original target,as announced on 8 March 2010, to raise gross proceeds of £150 million

· The Placing and Offer is expectedto comprise the issue of 175 million new Shares (before any exercise of the Over-allotment Option)

· At the Issue Price, the expected marketcapitalisation of Metric on Admission will be £175 million (before any exercise ofthe Over-allotment Option)

· The gross proceeds of the Issue include theproceeds of the investment of £6.5 million on a pari passu basis by the Directors(including members of their families and family trusts)

· In connection with the Placing, Metrichas granted J.P. Morgan Cazenove or any of its agents, as stabilisation manager,the right to over-allot up to an additional 15 million Shares at the Issue Price.The Over-allotment Option will be exercisable for a period of up to 30 days fromthe commencement of conditional dealings

 

Defined terms used in this announcement are setout (unless the context requires otherwise) in the Prospectus.

Andrew Jones, Chief Executive of Metric, commented:

"The strong support we have received from institutionalinvestors, which has resulted in the Issue being over-subscribed and exceeding ouroriginal target to raise £150 million, underlines the compellinginvestment proposition we consider Metric offers the market at this time.

 

"We believe that the extensive re-pricing andre-financing pressures in the retail property market will present opportunities forMetric to utilise its occupier-led approach, active asset management strategy andstrong retailer, property investor and banking relationships to generate attractivereturns for shareholders. We also look forward to capitalising upon our status onAdmission as one of the UK's first new REITs for the benefit of our investors." 

 

 

For further information, please contact:

 

Metric Property Investments plc

Andrew Jones

Tel: +44 (0)20 7355 6230

 

Oriel Securities Limited

Mark Young / Sapna Shah / James Nevin

Tel: +44 (0)20 7710 7600

 

J.P. Morgan Cazenove

Robert Fowlds / Bronson Albery / Paul Hewlett

Tel: +44 (0) 20 7588 2828

 

Financial Dynamics

Stephanie Highett / Rachel Drysdale /Olivia Goodall

Tel: +44 (0) 20 7831 3113

 

This announcement, and the information containedtherein, is not for viewing, release, distribution or publication, directly or indirectly,in or into the United States, Canada, Australia, the Republic of South Africa, Japan,or any other jurisdiction where applicable laws prohibit its release, distributionor publication, and will not be made available to any national, resident or citizenof the United States, Canada, Australia, the Republic of South Africa, or Japan.The distribution of this announcement in other jurisdictions may be restricted bylaw and persons into whose possession this document comes must inform themselvesabout, and observe, any such restrictions. Any failure to comply with the restrictionsmay constitute a violation of the federal securities law of the United States andthe laws of other jurisdictions.

The ordinary shares of the Company (the "Ordinary Shares") have not been, and will notbe, registered under the US Securities Act of 1933, as amended (the "Securities Act"). The Ordinary Shares cannot be offered, re-sold,pledged or otherwise transferred, directly or indirectly, in or into the United Statesor to, or for the account or benefit of, any US Person (as defined in RegulationS of the Securities Act), except pursuant to an exemption from, or in a transactionnot subject to, the registration requirements of the Securities Act. The OrdinaryShares are being offered or sold outside the United States in reliance on RegulationS, and within the United States pursuant to an exemption from the registration requirementsof the Securities Act. There will be no public offering of the Ordinary Shares inthe United States.

The Company has not been, and will not be, registeredunder the US Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to benefitsunder the Investment Company Act.

All investments are subject to risk, includingthe loss of the principal amount invested. Past performance is no guarantee of futurereturns. All investments to be managed by the Company involve a substantial degreeof risk, including the risk of total loss. Youshould always seek expert legal, financial, tax and other professional advice beforemaking any investment decision.

Where this announcement refers to past trendsor activities this should not be taken as a warranty or representation that suchtrends or activities will necessarily continue in the future. Neither the Company,Oriel Securities, J.P.Morgan Cazenove, their affiliates nor any other person (including,without limitation, the directors, officers, employees, partners, agents, representatives,members and advisers of the Company, Oriel Securities, J.P. Morgan Cazenove and theiraffiliates) undertakes any obligation to update or revise any statement made in thisannouncement, whether as a result of new information, future events or otherwise.

This announcement includes statements that are,or may be deemed to be, "forward-looking statements". These forward-looking statementscan be identified by the use of forward-looking terminology, including the terms"believes", "estimates", "anticipates", "expects", "intends", "may","will" or "should" or, in each case, their negative or other variations or comparableterminology. These forward-looking statements relate to matters that are not historicalfacts. By their nature, forward-looking statements involve risks and uncertaintiesbecause they relate to events and depend on circumstances that may or may not occurin the future.

Forward-looking statements are not guaranteesof future performance. There are a number of factors that could cause actual resultsand developments to differ materially from those expressed or implied by these forward-lookingstatements. These factors include, but are not limited to, changes in general marketconditions and in the UK property market specifically, legislative or regulatorychanges, changes in taxation regimes or development planning regimes, the Company'sability to invest its cash and the proceeds of the offer of Ordinary Shares in suitableinvestments on a timely basis, the Company's ability to manage its property assetsby identifying and retaining appropriate retailers on satisfactory terms, the availabilityand cost of capital for future investments and the availability of suitable financing.

These forward-looking statements speak only asat the date of this announcement. The Company (subject to its legal obligations)expressly disclaims any obligations to update or revise any forward-looking statementcontained herein to reflect any change in expectations with regard thereto or anychange in events, conditions or circumstances on which any statement is based.

In connection with the Issue, J.P. Morgan Cazenoveas stabilising manager or any of its agents may, to the extent permitted by law,over-allot Ordinary Shares with an aggregate value (at the Issue Price) of up to£15 million and/or effect other transactions with a view to stabilising or supportingthe market price of the Ordinary Shares at a level higher than that which might otherwiseprevail in the open market. Such transactions may be effected on any securitiesmarket, over-the-counter market, stock exchange or otherwise. There is no obligationon J.P. Morgan Cazenove or any of its agents to undertake stabilisation transactions. Stabilising measures, if commenced, may be discontinued at any time, may be takenup at any time on or after the commencement of conditional dealings in the OrdinaryShares on the London Stock Exchange, and will end no more than 30 days thereafter. Save as required by law or regulation, neither J.P. Morgan Cazenove nor any of itsagents intend to disclose the extent of any over-allotments and/or stabilisationtransactions in connection with the Issue. In undertaking such stabilisation transactions,J.P. Morgan Cazenove may act as principal.

 For the purposes of allowing J.P. Morgan Cazenoveto cover short positions resulting from any such over-allotments made by it duringthe stabilising period, the Company has granted J.P. Morgan Cazenove an Over-allotmentOption, pursuant to which J.P. Morgan Cazenove may require the Company to issue additionalOrdinary Shares with an aggregate value (at the Issue Price) up to £15 million. The Over-allotment Option is exercisable, in whole or in part, upon notice by J.P.Morgan Cazenove, at any time on or after the date of commencement of conditionaldealings in the Ordinary Shares on the London Stock Exchange and will expire no morethan 30 days thereafter. Any Ordinary Shares issued by the Company pursuant to theOver-allotment Option will rank pari passu with the Ordinary Shares, including forall dividends and other distributions declared, made or paid on Ordinary Shares,will be issued on the same terms and conditions as the other Ordinary Shares andwill form a single class for all purposes with all the other Ordinary Shares.

 

BACKGROUND INFORMATION

THE INVESTMENT PROPOSITION

The Directors believe that an opportunity has been createdin the UK quoted property sector by the withdrawal and consolidation of a numberof key specialist retail property companies and the Company intends to fill thatgap. The Company's strategy is to create a retail property investment portfolioin the UK which aims to deliver rental growth and attractive returns to Shareholdersthrough an occupier-led approach, by delivering the right space in profitable locations.

The Company is internally managed by a specialist team, ledby Andrew Jones (previously an executive director and head of retail at British Land),Valentine Beresford (previously European director at British Land), Mark Stirling(previously asset management director at British Land) and Sue Ford (formerly financedirector of Ingenious Media and the Channel 4 Group). The Property Directors havea track record of assembling retail investment portfolios, which consistently outperformedrelevant IPD benchmarks. The Board intends to leverage upon the Property Directors'extensive experience in the retail property sector, in particular their strong propertyinvestor, retailer and banking relationships to assist in delivering attractive returnsfor the Company's Shareholders. The Property Directors have worked together forapproximately 15 years and have concentrated their focus on the retail sector, duringwhich time they have been responsible for running two of the largest UK retail propertyportfolios by value. At Pillar, they ran the UK's largest retail warehouse portfolioand, following its takeover by British Land in 2005, they became responsible forrunning British Land's entire retail portfolio within the UK and Europe.

The Executive Directors have, in aggregate, subscribed or agreedto subscribe at Admission for 5,625,000 Ordinary Shares at the Issue Price on paripassu terms which will be subject to lock-up arrangements for a period of three yearsfollowing Admission.

In addition to the Executive Directors, the Board includesindependent non-executive directors with significant experience, namely Andrew Huntley(non-executive director of Liberty International) (Chairman), Alec Pelmore (memberof the supervisory board of Unibail‑Rodamco) (Senior Independent Director),Andrew Varley (an executive director of NEXT Group plc) and Philip Watson (chiefinvestment officer of Mirabaud Investment Management Limited).They have committed to acquire 325,000 Ordinary Shares in the Issue, which will besubject to lock-up arrangements for a period of two years following Admission.

THE OPPORTUNITY AND BUSINESS STRENGTHS

The Company's strategy will be to take advantage of the significantopportunities for value creation that the Directors believe exist in the retail sectoras a result of the current cyclical downturn and structural repricing. The Company'sobjective is to generate attractive returns with sustainable income and strong capitalappreciation through its occupier-led, active management strategy and the PropertyDirectors' strong retailer, property investor and banking relationships.

Property markets in the UK have undergone a period of structuralre-pricing and prices are now close to levels not seen since 1999. According to IPD,there was a "peak-to-trough" fall of approximately 46 per cent. in property valuesbetween June 2007 and June 2009. According to IPD, yields have begun to contractand, since July 2009, the IPD All Retail Index has shown positive returns each monthand this has narrowed the decline from the "peak" to 39 per cent. as at January2010. UK retail warehousing pricing has begun to rebound, although prime initialyields were still approximately 250 basis points below the June 2007 "peak" asat January 2010.

The Directors believe that the Company has the following keybusiness strengths:

the Property Directorsare one of the most experienced UK retail property management teams with a trackrecord of delivering attractive returns and a previously demonstrated ability tooutperform portfolio benchmarks;

each of the PropertyDirectors has over 20 years' experience in the retail sector developing strong andextensive relationships and pro-actively managing assets together with experiencein building and running portfolios and large scale joint ventures through on marketand off market transactions; and

the Executive Directorshave subscribed or agreed to subscribe at Admission for 5,625,000 Ordinary Shares,firmly aligning their interests with those of the Shareholders. Through this investmentin the Company and a remuneration structure strongly linked to long-term Shareholdervalue, the Executive Directors' interests will be further aligned to those of theShareholders.

 

The Company currently is, and will in the future be, engagedin negotiations with vendors regarding potential investment opportunities. The currentnegotiations, which involve several vendors, relate to the possible acquisition ofa number of properties in the Company's preferred sub-sectors in the UK. In a numberof these cases, prospective vendors have agreed to negotiate on an exclusive basisfor a limited period. As at today, the Company has not yet undertaken substantivedue diligence nor reached agreement on principal terms nor signed binding agreementsto acquire any of these properties. The current negotiations may not result in theexecution of binding acquisition agreements nor result in any investment by the Companyin these properties.

SUMMARY OF INVESTMENT POLICY

The Company aims to assemble a portfolio of freehold and longleasehold retail properties throughout the UK. The Company will invest principallyin the retail property markets, but may also consider investing in multi-let leisureschemes.

The Company will employ an occupier-led approach with a viewto extracting long-term value from investment properties through opportunistic acquisitions,joint ventures, active asset management, limited risk development and timely disposals.The Company will focus on assets that the Property Directors believe have enduringoccupier appeal and that provide opportunities for management to improve rental values,longevity and security of income.

The Company may choose to invest in properties indirectly ina variety of structures with other investors.

The Company will seek to use gearing to enhance returns overthe long-term. Gearing, represented by borrowings as a percentage of the Company'stotal assets, will not exceed 65 per cent., at the time of any investment.

The Company may manage other investment companies or fundswithin the retail property sector. However, the focus of the Company's investmentwill be the ownership and active management of retail property.

The Company is permitted to invest cash held by it for workingcapital purposes and awaiting investment in cash deposits, gilts and money marketfunds.

Risk diversification and management

The Company will seek to spread its investment risks throughinvesting in a range of properties across the retail sub-sectors. The Company willseek to further manage risk by focusing on the covenants and quality of tenants,the terms of leases and the length of income streams.

The Company also intends to hedge its interest rate exposurethrough the use of forward contract options, swaps or other forms of derivative instruments.

The Company will focus on the UK.

INVESTMENT STRATEGY

At Admission, the Company will not own any retail propertiesand therefore does not have portfolio legacy issues that might otherwise dilute performance.The Company currently owns 30 small investment properties that were acquired foran aggregate purchase price of £107,474 and are therefore not significant investments.The Company will source investment opportunities primarily through the Property Directors'extensive network of relationships within the retail commercial property market.The Company expects that its investments will primarily be made via a combinationof the following five core avenues: open market purchases; off market purchases;sales motivated by refinancing pressures and banks' efforts to reduce their propertysector exposure; joint ventures; and sale and leaseback transactions.

The Company will initially target investments in certain sub-sectorsof the retail property market: retail parks, large space retail units, shopping centresand convenience shopping stores which it believes will benefit from its occupier-ledstrategy. Within the chosen sub-sectors the Property Directors will seek to targetthose assets that benefit from:

• underlying retailer demand;

• low levels of obsolescence;

• limited capital expenditure requirements unless valueenhancing;

• the ability to create high levels of occupier contentment;

• long, secure and sustainable income flows;

• a demand/supply imbalance resulting from a restrictiveplanning regime; and

• active asset management which will result in a positiveyield shift.

 

FINANCING

The Company intends to secure debt financing on an asset byasset (or portfolio) basis and via a revolving corporate facility. Notwithstandingthe investment policy limit of 65 per cent., it is the Directors' current intentionthat the Company's borrowings will have an LTV of approximately 50 per cent.

DIVIDEND POLICY

The Directors intend the Company's dividend policy to reflectthe Directors' view on the outlook for sustainable recurring earnings with a prudentlevel of dividend cover. The Company will be required to distribute to Shareholdersat least 90 per cent. of the income profits arising from the Tax-exempt Business.

STRUCTURE AS A REAL ESTATE INVESTMENT TRUST

As a REIT, the Company will have a tax efficient corporatestructure. The Company has acquired 30 small investment properties for an aggregatepurchase price of £107,474 which will enable it to satisfy the criteria to be a REITon Admission. Having been given clearance on specific interpretations of parts ofthe relevant tax legislation by HMRC, the Company will elect to become a REIT onthe day of Admission. The properties acquired are freehold reversionary interestswith an aggregate rent roll of £4,360 per annum.

PROPERTY DIRECTORS' TRACK RECORD

The Property Directors each have over 20 years' experiencein the retail property sector. At British Land they were responsible for managingone of the UK's largest retail portfolios (valued at £4.8 billion as at 30 September2009). They have been involved in approximately £8 billion worth of retail propertydisposals and acquisitions and were responsible for a total of 4.8 million sq. ft.of new lettings and lease renewals, in the last five years. Both of the portfoliosthat they were responsible for at Pillar and subsequently at British Land consistentlyoutperformed relevant IPD benchmarks from March 2001 to September 2009 and April2005 to September 2009, respectively.

Pillar was acquired by British Land in July 2005 for £811 millionand at that time it was recognised as the leading investment manager and owner ofretail parks in the UK with six million sq. ft. valued at £4.6 billion, either ownedor under management. Pillar achieved average annual returns for its shareholdersof approximately 22 per cent. during the 10 year period to 31 December 2004, whichwas significantly higher than the average returns from the FTSE 350 property sectorof 11.9 per cent. over the same period.

Whilst at Pillar and British Land, the Property Directors wereresponsible for the investment management of HUT, which was launched in September2000. As at 30 September 2009, it was valued at £1.33 billion.

The Directors believe that the Property Directors have strongand extensive relationships with leading operators such as Arcadia, Asda, Boots,DSGi, Marks & Spencer, NEXT, Primark, River Island, Tesco and Sports World.

UK RETAIL PROPERTY MARKET OPPORTUNITY

The UK commercial property market's emergence from its "peak-to-trough"decline into a more restrictive lending environment has led banks to offer propertyloans with more restrictive covenants and to raise the margin on loans in line withthe general repricing of credit risk. The recent modest increase in property pricinghas been led by a limited supply of stock and strong investor demand. The Directorsbelieve that distressed and highly motivated sellers will emerge from a range ofsources and that, with an estimated £280 billion of debt secured against property,borrowers will have difficulty refinancing, particularly in the short term whereover £150 billion of debt is due to mature before the end of 2012.

The retail sector witnessed a significant imbalance resultingfrom, historic strong occupier demand for limited available out of town retail spacewhich historically caused a rapid rise in rents. However over the last 24 monthsconsiderable "over renting" (whereby current market rent achievable would be lessthan currently contracted rent) has occurred. Despite this, the Directors believethat the retail sector remains dynamic and whilst some retailers are contracting,others are expanding or "right‑sizing" and new entrants continue to emergeand seek representation in profitable locations. It is the dynamic nature of theretail sector that attracts the Directors, as they believe that their occupier-ledapproach enables them to identify retailers seeking to expand their store numbersand those who wish to rightsize. The Directors believe this also enables them toclearly target property schemes where retailers trade profitably and where thereremains enduring occupier appeal.

 

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