7 Dec 2017 11:49
7 December 2017
EDISTON PROPERTY INVESTMENT COMPANY PLC (the "Company")
RESULTS OF GENERAL MEETING, CAPITAL RAISING AND PORTFOLIO ACQUISITION
General Meeting
At a general meeting of the Company's shareholders held today, the resolutions approving the recommended proposals in respect of the acquisition of a new portfolio of four retail warehouse parks (the "Acquisition") and the issue of new Ordinary Shares, including the 12 month placing programme, were all passed.
Further to the Company's announcement on 6 December 2017, the Board is pleased to confirm that the Board has today allotted 79,339,806 new ordinary shares in aggregate to subscribers, including the Stadium Group, (subject only to Admission on 8 December 2017).
The Company will utilise the proceeds raised pursuant to the Share Issue, approximately £52.2 million, to fund the Acquisition, along with the issue of New Shares to the Stadium Group. The New Property Subsidiary has completed all the material conditions precedent in relation to the additional debt facility of up to £54.16 million, which will be fully drawn down to fund the Acquisition. Interest is payable on the new facility at a fixed rate (including the margin) of 2.73 per cent. per annum. The balance of the consideration in respect of the New Portfolio will be satisfied by the Company's existing cash resources.
Accordingly, all the conditions to the Acquisition and the Share Issue (with the exception of Admission) have been satisfied and the Acquisition will complete on Admission. Immediately following completion of the Acquisition, the Company will have increased its shares in issue by 60 per cent. and will have an enlarged property portfolio, valued at approximately £318 million, and £22 million in cash. The Group will have aggregate borrowings of £111 million with a blended fixed interest rate of 2.86 per cent.
Application has been made for the New Shares issued pursuant to the Share Issue and to the Stadium Group to be admitted to trading on the Main Market of the London Stock Exchange plc and to listing on the premium segment of the Official List of the UK Listing Authority, in each case with effect from 8.00 a.m. on 8 December 2017.
The Chairman, William Hill, commented as follows:
"The Board is very pleased with the level of support shown for the Acquisition and the wider fundraising from both existing shareholders and new investors. The acquisition of the portfolio will increase the Group's exposure to the retail warehouse sector which the Board and Manager consider to offer attractive value relative to other sectors within the property market. The Acquisition will also introduce further asset management angles to exploit which should enhance returns to shareholders. The Acquisition will also strengthen the Company's dividend cover.
The success of the Proposals represent a significant positive step in the Company's ambition to provide investors with an attractive level of income, together with the prospects of income and capital growth from a diversified portfolio of UK commercial properties. It also gives the Company a larger platform from which to develop its initiatives and shareholders with potentially more liquidity in the secondary market in a Company with a reduced cost base."
Total voting rights
Following this issue of New Shares the Company will have 210,333,737 Ordinary Shares in issue. Therefore, the total number of shares with voting rights in the Company will be 210,333,737 Ordinary Shares. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.
Further details of the General Meeting
The full text of all the resolutions can be found in the Notice of Meeting, copies of which are available for viewing at www.morningstar.co.uk/uk/nsm. It is also available for download from the Company's website: www.ediston-REIT.com.
The proxy votes cast on the resolutions were as follows:
Resolution 1
Votes "For*": 56,474,475
Votes "Against": 0
Votes "Withheld": 8,671
Resolution 2
Votes "For*": 56,461,735
Votes "Against": 12,740
Votes "Withheld": 8,671
Resolution 3
Votes "For*": 54,813,869
Votes "Against": 1,660,606
Votes "Withheld": 8,671
Resolution 4
Votes "For*": 56,461,735
Votes "Against": 12,740
Votes "Withheld": 8,671
Resolution 5
Votes "For*": 54,813,869
Votes "Against": 1,660,606
Votes "Withheld": 8,671
* the votes "For" include those votes giving the Chairman discretion.
Save as otherwise defined in this announcement or where the context otherwise requires, terms defined in the prospectus published by the Company on 20 November 2017 shall bear the same meaning in this announcement.
For further information please contact:
Ediston Properties Limited 0131 225 5599
Danny O'Neill
Calum Bruce
Canaccord Genuity Limited 020 7523 8000
Will Barnett
Robbie Robertson
Scott Harris UK Ltd 020 7653 0030
Jamie Blewitt
Notes:
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via Regulatory Information Service this information is now considered to be in the public domain.
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.
Canaccord Genuity Limited ("Canaccord") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Canaccord is acting exclusively for the Company and for no-one else in relation to the Share Issue and the placing programme and will not regard any other person as its client. Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Canaccord will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the Share Issue, the placing programme, or any transaction contemplated in or by the prospectus to be published by the Company.
Dickson Minto W.S. is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Dickson Minto W.S. is acting exclusively for the Company and for no-one else in relation to the share issue and the placing programme and will not regard any other person as its client. Apart from the responsibilities and liabilities, if any, which may be imposed on Dickson Minto W.S. by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Dickson Minto W.S. will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for advising any other person in relation to the share issue, the placing programme, or any transaction contemplated in or by the prospectus to be published by the Company.