This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, any Member State of the European Economic Area (other than the United Kingdom), Australia, Canada, Japan, South Africa or New Zealand or any jurisdiction where to do so might constitute a violation of local securities laws or regulations.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
Worsley Investors Limited
(formerly, AXA Property Trust Limited)
("Worsley" or "the Company")
Intention to launch Open Offer
The Company today announces its intention to launch an Open Offer to raise gross proceeds of £6.2 million at a price of 30 pence per Open Offer Share. All qualifying Shareholders will be given the opportunity to subscribe for an aggregate of 20,758,441 Open Offer Shares on the basis of 1 Open Offer Share for every 1 Existing Shares held at the Record Date.
Open Offer to raise gross proceeds of £6.2 million at a price of 30 pence per Open Offer Share.
Qualifying Shareholders will have the opportunity to apply, in aggregate, for Open Offer Shares at the Open Offer Price with each qualifying Shareholder's basic entitlement being calculated on the basis of 1 Open Offer Share for every 1 Existing Shares held by them. In addition, the Company intends to include an excess application facility so that any Ordinary Shares not subscribed for by qualifying Shareholders pursuant to the Open Offer will be available for subscription by other qualifying Shareholders over and above their basic entitlement.
The net issue proceeds of the Open Offer will enable the Company to pursue its investment objective of providing Shareholders with an attractive level of absolute long-term return, principally through the capital appreciation and exit of undervalued securities. The net issue proceeds will be invested in accordance with the Company's investment policy, which was adopted by Shareholders in June 2019. The board expects the net issue proceeds of the Open Offer will be supplemented in due course by the disposal proceeds of the Company’s sole remaining property asset at Curno, Italy, with such disposal proceeds also being deployed in accordance with the Company's investment policy.
It is anticipated that the Company will publish a prospectus outlining the terms of the Open Offer on or around 31 January 2019.
The board has received indications of intention to invest in the Open Offer from holders of in excess of 55% of the Existing Shares. The Open Offer price of 30 pence represents a discount of c.35 per cent to the most recently announced NAV of 45.84 pence per share at 30 September 2019.
For further information, please contact:
Worsley Associates LLP (Investment Advisor)
Tel: +44 (0) 7785 224602
Shore Capital (Financial Adviser and Broker)
Robert Finlay / Anita Ghanekar / Hugo Masefield Tel: +44 (0) 20 76016100
Praxis Fund Services Limited (Administrator and Secretary)
Matt Falla / Katrina Rowe
Tel: +44 (0) 1481 73760
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, or subscribe for, the New Shares or any other securities to any person in Australia, Canada, Japan, New Zealand or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan, New Zealand or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, Japan, New Zealand or South Africa. The availability of the Open Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements.
The New Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan, New Zealand or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the New Shares in the United States.
This communication is only addressed to, and directed at, persons in member states of the European Economic Area (other than the United Kingdom) who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation ("Qualified Investors"). For the purposes of this provision, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129. In addition, in the United Kingdom, this communication is being distributed only to, and is directed only at, Qualified Investors: (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to and will only be engaged in with such persons. This communication must not be acted on or relied on in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors.
The distribution of this announcement and the offering of the New Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or Shore Capital and Corporate Limited that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Shore Capital and Corporate Limited 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 any such jurisdiction.
This announcement may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed for any purposes whatsoever on this announcement or its completeness. Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.
Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this document are targets only. There is no guarantee that any returns set out in this document can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement.
This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied is, or will be made as to, or in relation to, and no responsibility or liability is, or will be, accepted by Shore Capital and Corporate Limited or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.
Shore Capital and Corporate Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, has been appointed to act as sponsor and financial adviser to the Company in connection with the Open Offer. Shore Capital and Corporate Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority, Persons viewing this announcement should note that, in connection with the Open Offer, Shore Capital and Corporate Limited is acting exclusively for the Company and no one else. Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital and Corporate Limited. by FSMA, Shore Capital and Corporate Limited will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital and Corporate Limited or for advising any other person on the transactions and arrangements described in this announcement. No representation or warranty, express or implied, is made by Shore Capital and Corporate Limited. as to any of the contents of this announcement for which the Company and the Directors are solely responsible. Shore Capital and Corporate Limited. has not authorised the contents of, or any part of, this announcement and (without limiting the statutory rights of any person to whom this announcement is issued) no liability whatsoever is accepted by Shore Capital and Corporate Limited for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which the Company and the Directors are solely responsible. Accordingly, Shore Capital and Corporate Limited disclaim (to the extent permitted by law) any liability which they might otherwise have in respect of any of the information or opinions contained in this announcement, whether arising in tort, contract or otherwise.