9th Oct 2014 17:19
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, SWITZERLAND 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. ("Hibernia" or the "Company" and, together with its subsidiaries, the "Group") today in connection with the admission of New Ordinary Shares to the Official Lists of the Irish Stock Exchange and 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 p.l.c. ("Admission"). A copy of the Prospectus is available on the Company's website (www.hiberniareit.com) and will shortly be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. 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.
9 October 2014
Hibernia REIT p.l.c.
Publication of Prospectus
The Prospectus of Hibernia REIT p.l.c. (the "Company") dated 9 October 2014 relating to the proposed Firm Placing and Placing and Open Offer announced by the Company on 7 October 2014 has been approved by the Central Bank of Ireland (the "Prospectus"). The Prospectus has been published and is available for inspection in electronic form on the Company's website www.hiberniareit.comand will be available for viewing at the National Storage Mechanism at www.hemscott.com/nsm.
The Prospectus relates to the proposed Firm Placing and Placing and Open Offer of in aggregate 285,317,459 New Ordinary Shares at a price of €1.05 per Ordinary Share to raise approximately €300m and the admission of the New Ordinary Shares to the primary listing segment of the Official List of the Irish Stock Exchange Limited and to 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. The Prospectus contains full details of how Shareholders can participate in the Open Offer.
Credit Suisse Securities (Europe) Limited and Goodbody are acting as Joint Bookrunners and Sponsors to the Company in relation to the Firm Placing and Placing and Open Offer.
Capitalised terms used in this announcement and not otherwise defined shall have the meaning given to them in the
Prospectus.
For further information please contact:
W.K. Nowlan REIT Management Limited +353 1 9058350
Kevin NowlanTom Edwards-Moss
Credit Suisse (Joint Bookrunner and Sole UK Sponsor) + 44 20 7888 8888
Charles Donald
Omri Lumbroso
Ben Deary
Goodbody (Joint Bookrunner and Sole Irish Sponsor) +353 1 667 0420
Linda Hickey
Kevin Keating
John Flynn
Siobhan Wall
Murray Consultants (PR adviser to the Company) +353 1 4980379
Doug Keatinge
Important Notices
This announcement has been issued by Hibernia REIT p.l.c. and is the sole responsibility of Hibernia REIT p.l.c. 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 Hibernia REIT p.l.c. today in connection with the admission of the New Ordinary 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.
The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the New Ordinary Shares in certain jurisdictions may be restricted by law. Persons 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, New Ordinary 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, Switzerland or South Africa.
This announcement is only directed at, and being distributed to: (A) in the United Kingdom, persons who have professional experience in matters relating to investments and who fall within 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 meet Article 49 of the Order or are shareholders of the Company; (B) in Ireland, (i) persons who are "professional clients" as defined in Schedule 2 of the Markets in Financial Instruments Regulations and (ii) persons who are shareholders of the Company; (C) within Member States (other than the United Kingdom and Ireland), "professional investors" (as that term is used in Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers ("AIFMD")) in Norway, Sweden, the Netherlands, France, Germany, Luxembourg, Belgium, Denmark, Italy, Spain, and Finland; and (D) any other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this announcement relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. The New Ordinary Shares and the Open Offer Entitlements have not been and will not be registered under the US Securities Act of 1933, as amended (the "US 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, Japan, Switzerland or South Africa, and the Company is not a "reporting issuer", as such term is defined under applicable Canadian securities laws. The New Ordinary Shares and the Open Offer Entitlements may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.
Any subscription for New Ordinary Shares in the 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) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.
The New Ordinary 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 New Ordinary Shares, for whom an investment in the New Ordinary 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 New Ordinary 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 Financial Services and Markets Act 2000, as amended, 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 New Ordinary 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, 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, which is authorised and regulated in Ireland by the Central Bank of Ireland, 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 Admission, the Issue or any matter referred to herein.
In connection with the Issue and Admission, each of the Joint Bookrunners or any of their respective affiliates, acting as investors for their own accounts, in accordance with applicable legal and regulatory provisions, and subject to the provisions of the Placing and Open Offer Agreement, may retain, purchase, sell, offer to sell or otherwise deal for their own account(s) in relation to the New Ordinary Shares and/or related instruments in connection with the Capital Raise or otherwise. Accordingly, references in the Prospectus, to the New Ordinary 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, the Joint Bookrunners or any of their respective affiliates acting as investors for their own accounts. Except as required by applicable law or regulation, the Joint Bookrunners do not propose to make any public disclosure in relation to such transactions. In addition the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.
None of the Investment Manager, Credit Suisse, Goodbody or any of their respective affiliates, their respective directors, officers or employees, or any other person accepts any responsibility or liability whatsoever for the contents of this announcement, or no representation or warranty, express or implied, is made 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 Investment Manager, Credit Suisse, 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.
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