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Results of Firm Placing and Placing and Open Offer

9th Oct 2014 16:32

RNS Number : 9307T
Hibernia REIT PLC
09 October 2014
 



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") to be published by Hibernia REIT p.l.c. ("Hibernia" or the "Company" and, together with its subsidiaries, the "Group") on 9 October 2014 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 will, following publication, be available on the Company's website (www.hiberniareit.com) and will be made 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.

 

Results of Firm Placing and Placing and Open Offer

 

On 7 October 2014, Hibernia REIT p.l.c. announced the details of a proposed Firm Placing and Placing and Open Offer (the "Capital Raise"). The Company is pleased to announce today that in aggregate 285,317,459 New Ordinary Shares, representing 42.6% of the enlarged issued Share Capital, are to be issued pursuant to the Firm Placing and Placing and Open Offer, at an issue price of €1.05 per New Ordinary Share (the "Issue Price"), raising gross proceeds of €299.6 million.

 

Firm Placing

The Company has successfully placed 71,428,571 New Ordinary Shares pursuant to the Firm Placing at the Issue Price, to raise approximately €75 million (prior to deductions for expenses). The Firm Placing is subject to the same conditions and termination rights which apply to the Placing and Open Offer. The Firm Placed Shares will not be entitled to participate in the Open Offer.

 

Placing and Open Offer

The Company is to issue 213,888,888 New Ordinary Shares pursuant to the Placing and the Open Offer, to raise approximately €224.6 million (prior to deductions for expenses). Qualifying Shareholders are being given the opportunity to apply for the Open Offer Shares at the Issue Price, on and subject to the terms and conditions of the Open Offer, up to a maximum of their pro rata entitlement (on the Record Date) which shall be calculated on the basis of:

 

5 New Ordinary Shares for every 9 Existing Ordinary Shares

 

Pursuant to the Placing, Credit Suisse and Goodbody have placed all the Open Offer Shares at the Issue Price with institutional and other investors. The commitments of these placees under the Placing are subject to clawback in respect of valid applications for Open Offer Shares by Qualifying Shareholders pursuant to the Open Offer. Subject to waiver or satisfaction of the conditions and the Placing and Open Offer Agreement not being terminated, any Open Offer Shares which are not applied for in respect of the Open Offer will be issued to the placees and/or other subscribers procured by Credit Suisse and Goodbody, with the net proceeds of the Placing retained for the benefit of the Company.

 

The Firm Placing and the Placing and Open Offer remain conditional as set out in the announcement of 7 October 2014.

 

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 to be published by Hibernia REIT p.l.c. in due course 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 the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) as amended 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 proposed Issue should be made solely on the basis of the information contained in the Prospectus to be 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 when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

 

Certain statements contained in this announcement constitute "forward-looking statements" regarding the belief or current expectation of the Company, the Directors, the Investment Manager and the Management Team 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", "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 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.

 

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) as amended 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, once published, 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.

 

 

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