Source - LSE Regulatory
RNS Number : 6332N
Raven Property Group Limited
02 February 2021
 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

2 February 2021

 

Raven Property Group Limited ("Raven" or the "Company")

Result of Placing of existing ordinary shares and preference shares

 

Further to its  announcement on 26 January 2021, the Company is pleased to announce that it has (together with N+1 Singer acting as its agent) conditionally placed 46,824,074 existing ordinary shares and 31,071,616 existing preference shares with investors at a price of 21.6 pence per share and 90.8 pence per share respectively (the "Placing Shares").  This represents all of the existing ordinary shares and preference shares being sold by IAML pursuant to the Placing.

 

Upon completion of the Placing and the purchase of the IAML shares being acquired by the Company and the newly formed joint venture vehicle between the Company and executive management (together the "Proposed Transaction") as previously announced, IAML will no longer hold any ordinary shares or preferences shares in the Company. 

 

The Proposed Transaction, which includes the Placing, is conditional upon, inter alia, ordinary shareholders and preference shareholders passing the resolutions necessary to authorise the Proposed Transaction at an extraordinary general meeting and preference shareholder class meeting. The Company intends to publish circulars setting out the details of the Proposed Transaction (and including notices of an extraordinary general meeting and a preference shareholder class meeting) to ordinary shareholders and preference shareholders in due course.

 

Settlement of the Placing Shares is expected to occur shortly after the requisite shareholder approvals have been received at such meetings.

 

Director participation in the Placing

 

In addition to the shares to be acquired by the joint venture vehicle (as previously disclosed), certain Directors (including persons closely associated to them) have committed to acquire preference shares under the Placing:

 

Director

No. of preference shares acquired

Total no. of preference shares held following completion of the Placing

Anton Bilton

5,000,000

11,162,188

Glyn Hirsch*

522,026

4,201,856

Russell Field

250,000

250,000

Sir Richard Jewson

189,600

265,060

Mark Sinclair

165,000

1,456,305

Colin Smith

75,000

979,198

* includes 22,026 bought on behalf of a family member.

 

Save as otherwise defined, capitalised terms used in this announcement have the meanings given to them in the announcement released by the Company at 10:15 a.m. on 26 January 2021.

 

The information contained within this announcement relating to the Proposed Transaction is considered by Raven Property Group Limited to constitute inside information pursuant to Article 7 of EU Regulation No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via a Regulatory Information Service, this inside information will be considered to be in the public domain.

 

The person responsible for arranging for the release of this announcement on behalf of the Company is Benn Garnham, Company Secretary.

 

Contacts / Enquiries

 

Raven Property Group Limited

Anton Bilton

Glyn Hirsch

 

Tel: + 44 (0) 1481 712955

Novella Communications (Public relations adviser)

Tim Robertson

Fergus Young

 

Tel: +44 (0) 203 151 7008

N+1 Singer (Sponsor, joint financial adviser & UK joint broker)

Corporate Finance - James Maxwell / Alex Bond 

Sales - Alan Geeves / James Waterlow

 

Tel: +44 (0) 20 7496 3000

VTB Capital plc (Joint financial adviser)

Alexander Metherell

 

Tel: +44 (0) 203 334 8000

Numis Securities Limited (UK joint broker)

Alex Ham / Jamie Loughborough / Alasdair Abram

Nathan Brown / George Shiel

 

Tel: + 44 (0) 207 260 1000

Renaissance Capital (South African broker)

Yvette Labuschagne

 

Tel: +27 (11) 750 1448

Renaissance Capital (Russian broker)

David Pipia

 

Tel: + 7 495 258 7770

Ravenscroft (TISE sponsor)

Semelia Hamon

 

Tel: + 44 (0) 1481 732746

 

About Raven Property Group

 

Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares and Preference Shares are listed on the Main Market of the London Stock Exchange and admitted to the Official List of the Financial Conduct Authority and the Official List of The International Stock Exchange ("TISE"). Its Ordinary Shares also have a secondary listing on the main board of the Johannesburg Stock Exchange and the Moscow Stock Exchange. The Group operates out of offices in Guernsey, Moscow and Cyprus and has an investment portfolio of circa 1.9 million square metres of Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further information visit the Company's website: www.theravenpropertygroup.com

 

Important Notice

 

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO PARTICIPATE IN THE PLACING AND IN SO FAR AS IT RELATES TO INVESTORS PARTICIPATING IN THE PLACING IT IS ONLY ADDRESSED TO AND DIRECTED AT INVITED PLACEES WHO (1) IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); AND (2) IN THE UNITED KINGDOM, INVESTORS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) FALL WITHIN ARTICLE 43(2)(A) TO (D) OF THE ORDER; OR (III) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (IV) ARE PERSONS WHO MAY OTHERWISE LAWFULLY PARTICIPATE IN THE PLACING (ALL SUCH PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS OR ANY RELEVANT PERSON WHO HAS NOT BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE PLACING. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS WHO HAVE BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE PLACING AND WILL BE ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.

 

This announcement and the information contained herein is for information purposes only and does not constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities in the United States, CanadaAustraliaSouth Africa or Japan or in any other jurisdiction in which such an offer or solicitation is unlawful.

 

The securities referred to herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the applicable securities laws of any state or other jurisdiction of the United States or of CanadaAustraliaSouth Africa or Japan or of any other jurisdiction. Such securities may not be offered or sold in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. There will be no public offering of such securities in the United States or in any other jurisdiction.

 

The securities referred to herein have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by N+1 Singer or any of its affiliates. 

 

Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly, in, or into, or from, the United States (including its territories and possessions, any state of the United States and the District of Columbia), CanadaAustralia or Japan. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The distribution of this announcement and the offering or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by IAMLN+1 Singer or any of their respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in any jurisdiction or possession or distribution of this announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by IAML and N+1 Singer to inform themselves about and to observe any applicable restrictions.

 

N+1 Singer, which is authorised and regulated by the Financial Conduct Authority (FCA) in the United Kingdom, is acting only for the Company in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections offered to its clients nor for providing advice in relation to the Placing or any matters referred to in this announcement.

 

 N+1 Singer and any of its affiliates acting as an investor for its own account may participate in the offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. N+1 Singer does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

 

None of N+1 Singer or any of its directors, unlimited partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries or associated companies, 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 this announcement or its contents or otherwise arising in connection therewith.

 

This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "intends", "expects", "will", or "may", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company's business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the retail industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.

 

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