Result of Placing and special dividend declaration

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 ("MAR"). 

Urban Logistics REIT plc

("Urban Logistics" or the "Company")

Result of Placing

and

Declaration of Special Dividend

Further to the proposed fundraising announcement on 21 September 2020, Urban Logistics, the specialist UK Logistics REIT, is pleased to announce that it is has raised gross proceeds of £89.2 million pursuant to the Placing.

A total of 64,191,995 Placing Shares in the Company have been conditionally placed by N+1 Singer and Panmure Gordon (the "Joint Bookrunners") with new and existing investors at an Issue Price of 139 pence per Ordinary Share.

Nigel Rich CBE, Independent Non-Executive Chairman, said:

"We are grateful to our new and existing shareholders for their support of our recent fund raising. Urban logistics assets offer excellent opportunities for investors seeking exposure to this high-growth sub-sector of the real estate market. The funds raised will help the Company continue to invest in its pipeline of assets which offer capital and income growth opportunities."

Completion of the Placing is subject to, inter alia, shareholder approval to enable the allotment of the New Ordinary Shares, which will be sought at a General Meeting of the Company to be held at 124 Sloane St, London SW1X 9BW at 10.00 a.m. on 15 October 2020.

The Circular, containing further details of the Issue, convening of the General Meeting and a proxy form is expected to be despatched to Shareholders on or around 28 September 2020 and will thereafter be available on the Company's website at https://www.urbanlogisticsreit.com 

Directors' participation in the Placing

The following Directors have subscribed for New Ordinary Shares pursuant to the Placing as outlined below:

Special Dividend

The Company has also declared a Special Dividend in respect of the six months ending 30 September 2020 of 3.25 pence per Ordinary Share. The Special Dividend will be paid on 23 October 2020 to Shareholders on the register on 9 October 2020. The ex-dividend date will be 8 October 2020. The Special Dividend will be paid in full as a Property Income Distribution in respect of the Group's tax exempt property rental business.

The Company intends to declare the next dividend following the release of its results for the 2021 financial year ending 31 March 2021.

Retail Open Offer and Institutional Offer

Retail Open Offer

As announced on 21 September 2020, the Directors recognise the importance of pre-emption rights to Shareholders and, consequently, invite Qualifying Shareholders to participate in the proposed issue of New Ordinary Shares by way of the Retail Open Offer. The Retail Open Offer will provide Qualifying Shareholders with an opportunity to participate in the Issue by subscribing for their Retail Open Offer Basic Entitlements and Retail Open Offer Excess Entitlements.

The Retail Open Offer has been structured so that the maximum amount that can be raised by the Company under the Retail Open Offer shall not exceed the Sterling equivalent of c.€0.7 million. This limit allows existing Shareholders to participate in the fundraise, whilst taking into account the c.£6.1 million funds raised by way of an open offer and offer for subscription completed in March 2020 ("March 2020 Offer") to ensure that the maximum aggregate limit of the Retail Open Offer and the March 2020 Offer does not exceed the €8 million limit (or an equivalent amount in Sterling) otherwise the Company would be required to produce an approved prospectus pursuant to section 85 of FSMA. The issue of a prospectus would considerably increase the costs of the fundraising and it would take much longer to complete, as any such prospectus would require the prior approval of the FCA.

Subject to the fulfilment of the conditions set out in the Circular, Qualifying Shareholders will be given the opportunity to subscribe for Retail Open Offer Shares under the Retail Open Offer at the Issue Price, payable in full on application and free of all expenses, pro rata to their existing shareholdings on the following basis:

1 Retail Open Offer Share for every 423 Existing Ordinary Shares

held by Qualifying Shareholders and registered in their name at the Record Date.

Retail Open Offer Entitlements under the Retail Open Offer will be rounded down to the nearest whole number and any fractional entitlements to Retail Open Offer Shares will be aggregated and made available under the Retail Open Offer Excess Application Facility. Qualifying Shareholders with holdings of Existing Ordinary Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of calculating their Retail Open Offer Basic Entitlements.

If Qualifying Shareholders sell or otherwise transfer all of their Existing Ordinary Shares on or after the 'ex-entitlement' date, they will not be entitled to participate in the Retail Open Offer but may still be entitled to participate in the Institutional Offer.

The Retail Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Retail Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Retail Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying Non-CREST Shareholders should note that the Retail Open Offer Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that under the Retail Open Offer, unlike in a rights issue, any Retail Open Offer Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Retail Open Offer.

Retail Open Offer Excess Application Facility

Qualifying Shareholders will also be given the opportunity, provided that they take up their Retail Open Offer Basic Entitlements in full, to apply for Retail Open Offer Excess Entitlements through the Retail Open Offer Excess Application Facility. Shareholders who do not qualify for Retail Open Offer Basic Entitlements cannot participate in the Retail Open Offer under the Retail Open Offer Excess Application Facility.

Further details of the Retail Open Offer and the terms and conditions on which the Retail Open Offer is being made, including the procedure for application and payment, will be set out in the Circular which is expected to be published on 28 September 2020.

The Institutional Offer

The Institutional Offer is being made in accordance with an available exemption against the requirement to produce an FCA approved prospectus under Article 1(4)(d) of the Prospectus Regulation. In accordance with Article 1(4)(d) of the Prospectus Regulation, any Ordinary Shares acquired by investors under the Institutional Offer will be subject to a minimum subscription amount of £91,500 (being the Sterling equivalent of €100,000 (the "Minimum Subscription"). Such limit has been set to ensure that the Company would not be required to produce an approved prospectus pursuant to section 85 of FSMA.

The Company has agreed to make an offer of New Ordinary Shares in the United Kingdom pursuant to the Institutional Offer at the Issue Price, subject to the terms and conditions set out in the Circular. Further to the proposed fundraising announcement on 21 September 2020, the Institutional Offer now solely comprises an offer for subscription.

Shareholders holding Ordinary Shares in certificated form and new investors, should apply to acquire New Ordinary Shares pursuant to the Institutional Offer through the Offer for Subscription Application Form which will be attached to the Circular. Shareholders holding Ordinary Shares in CREST will be able to make an application pursuant to the Institutional Offer through CREST.

 Further information on the Institutional Offer and the terms and conditions of the Institutional Offer, including the procedure for application and payment, will be set out in the Circular, which is expected to be available on the Company's website by 28 September 2020. UK based discretionary fund managers will be able to participate in the Institutional Offer subject to the Minimum Subscription.

Subject to the terms and conditions of the Institutional Offer, Qualifying Shareholders wishing to subscribe for £91,500 worth of New Ordinary Shares (being the Sterling equivalent of €100,000) or more are encouraged to make an application under the Institutional Offer and not the Retail Open Offer as this will increase the ability of smaller Qualifying Shareholders to participate in the Issue. 

Basis of allocation under the Issue

The Placing Shares are not subject to clawback and are not part of the Retail Open Offer or the Institutional Offer. The Retail Open Offer is being made on a pre-emptive basis to Qualifying Shareholders. Any Ordinary Shares available under the Retail Open Offer that are not taken up by subscriptions by Qualifying Shareholders under their Basic Entitlements will be available under the Excess Application Facility. The Subscription Shares available under the Institutional Offer will not be subject to clawback and are not part of the Placing or the Retail Open Offer.

Scaling back and allocation

The maximum number of New Ordinary Shares in aggregate available under the Retail Open Offer is 445,900 New Ordinary Shares and the maximum number of New Ordinary Shares available under the Retail Open Offer and the Institutional Offer is 21,306,085. Any Ordinary Shares available under the Retail Open Offer that are not taken up by subscriptions by Qualifying Shareholders under the Retail Open Offer Basic Entitlements will be available under the Retail Open Offer Excess Application Facility. Subject always to satisfying applications by Qualifying Shareholders in full up to their Retail Open Offer Basic Entitlement, in the event that the Retail Open Offer is oversubscribed it would be necessary to scale back applications under the Retail Open Offer Excess Application Facility. The Company reserves the right to scale back applications under the Retail Open Offer Excess Application Facility on such basis that the Company (in consultation with N+1 Singer and Panmure Gordon) considers appropriate, in its absolute discretion. In the event that the Institutional Offer is oversubscribed, it would be necessary to scale back applications under the Institutional Offer. No applications under the Institutional Offer will be scaled back below £91,500 (being the Sterling equivalent of €100,000). The Company reserves the right to scale back applications under the Institutional Offer on such basis that the Company (in consultation with N+1 Singer and Panmure Gordon) considers appropriate, in its absolute discretion).

The Company reserves the right to decline in whole or in part any application for New Ordinary Shares pursuant to the Retail Open Offer and/or the Institutional Offer.

Other information relating to the Issue

The placing of the Placing Shares and the issue of the Retail Open Offer Shares and the Subscription Shares are conditional, inter alia, upon:

·      the approval of Resolutions 1 and 2 at the General Meeting of the Company to be held at 10.00 a.m. on 15 October 2020;

·      the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and

·      Admission of the Placing Shares, the Retail Open Offer Shares and the Subscription Shares to trading on AIM. It is expected that Admission of the New Ordinary Shares will occur at 8.00 a.m. on 19 October 2020.

Expected timetable of principal events

Each of the times and dates above refer to London time and are subject to change by the Company. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service. The Circular will contain further details of the expected timetable for the Issue and the General Meeting.

Unless otherwise defined herein, capitalised terms in this announcement shall have the meaning given to them in the announcement of the Company dated 21 September 2020.

Enquiries

IMPORTANT NOTICE

This announcement contains inside information for the purposes of Article 7 of MAR. Upon publication of this announcement, the inside information is now considered to be in the public domain for the purposes of MAR. The person responsible for arranging the release of this announcement on behalf of the Company is Pacific Capital Partners Limited.

The information contained in this announcement is for information 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, fairness or completeness.

This announcement is directed only at persons in the United Kingdom who: (a) are Professional Investors (within the meaning of the Alternative Investment Fund Managers Directive (2011/61/EU)) (b) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (c) fall within article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc) of the Order; or (d) are persons to whom it may otherwise be lawfully communicated.

Neither this announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in or into the United States or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the Company in the United States or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions.

The New Ordinary Shares 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 and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will not be any public offering of the New Ordinary Shares in the United States.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group, Pacific Investments Management Limited, the Manager, Nplus 1 Singer Advisory LLP ("N+1 Singer"), Panmure Gordon (UK) Limited ("Panmure Gordon") or Kinmont Limited ("Kinmont") or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this announcement.

N+1 Singer, which is a member of the London Stock Exchange, is authorised and regulated in the UK by the Financial Conduct Authority ("FCA") and is acting as nominated adviser and joint broker to the Company. N+1 Singer is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. N+1 Singer's responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company, any director of the Company or to any other person. No representation or warranty, express or implied, is made by N+1 Singer as to, and no liability is accepted by N+1 Singer in respect of, any of the contents of this announcement.

Panmure Gordon is authorised and regulated in the UK by the FCA and is acting as joint broker to the Company. Panmure Gordon is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Panmure Gordon as to, and no liability is accepted by Panmure Gordon in respect of, any of the contents of this announcement.

Kinmont Limited ("Kinmont") is authorised and regulated in the UK by the FCA and is acting as financial adviser to the Company. Kinmont is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to its customers or for advising any other person on the contents of this announcement or on any transaction or arrangement referred to in this announcement. No representation or warranty, express or implied, is made by Kinmont as to, and no liability is accepted by Kinmont in respect of, any of the contents of this announcement.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of applicable securities laws and regulations of other jurisdictions.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate'', "believe", "may", "will", "should", "intend", "plan", "assume'', "estimate", "expect' (or the negative thereof) and words of similar meaning, reflect the current beliefs and expectations of the directors of the Company and/or the Manager and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement.

The information contained in this announcement speaks only as of the date of this announcement and is subject to change without notice and the Company does not assume any responsibility or obligation to, and does not intend to, update or revise publicly or review any of the information contained to this announcement, whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the London Stock Exchange or by applicable law. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results.