TIDMSUPR
RNS Number : 6245S
Supermarket Income REIT PLC
12 March 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT
AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES
ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT
SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH
ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
12 March 2019
SUPERMARKET INCOME REIT PLC
(the "Company")
PUBLICATION OF A SUMMARY DOCUMENT AND SECURITIES NOTE
Further to its announcement this morning (the "Previous
Announcement"), the Board announces that it has today published a
Summary Document and Securities Note (which also updates the
Registration Document) containing the full details of the proposed
issue of New Ordinary Shares pursuant to the Issue under the
existing Share Issuance Programme.
Copies of the Summary Document and Securities Note (which also
updates the Registration Document) will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM and on the Company's
website at www.supermarketincomereit.com.
The dates set out in the Summary Document and Securities Note
(which also updates the Registration Document) may be adjusted by
the Company, in which event, details of the new dates will be
notified to the UK Listing Authority and the London Stock Exchange
and an announcement will be made through a Regulatory Information
Service.
For further information, please contact:
Atrato Capital Limited
+44 (0)20 3790 8087
Ben Green
Steve Windsor
Steve Noble
Stifel - Bookrunner, Financial Adviser and Placing Agent +44
(0)20 7710 7600
Tom Yeadon (tom.yeadon@stifel.com)
Mark Young (mark.young@stifel.com)
Neil Winward (neil.winward@stifel.com)
Goodbody - Placing Agent
+44 (0)20 3841 6220
James Felix
Bruce Garrow
Richard Tunney
Tavistock
+44 (0)20 7920 3150
Jeremy Carey (jeremy.carey@tavistock.co.uk)
James Whitmore (james.whitmore@tavistock.co.uk)
Capitalised words and expressions used in this announcement have
the same meaning in the Previous Announcement.
Important Information
This Announcement is an advertisement and does not constitute a
prospectus relating to the Company and does not constitute, or form
part of, any offer or invitation to sell or issue, or an invitation
to purchase investments of any description, or any solicitation of
any offer to subscribe for, any securities in the Company in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection with
or act as any inducement to enter into, any contract therefor.
Copies of the prospectus to be published by the Company will
shortly be available from www.supermarketincomereit.com.
Recipients of this Announcement who are considering acquiring
New Ordinary Shares are reminded that any such acquisition must be
made only on the basis of the information contained in the
Prospectus (or any supplementary prospectus) which may be different
from the information contained in this Announcement and must not be
made in reliance on this Announcement. The subscription for New
Ordinary Shares is subject to specific legal or regulatory
restrictions in certain jurisdictions. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so.
The Company assumes no responsibility in the event that there is a
violation by any person of such restrictions.
This Announcement does not constitute and may not constitute and
may not be construed as a recommendation regarding the issue or the
provision of investment advice by any party. No information set out
in this Announcement is intended to form the basis of any contract
of sale, investment decision or any decision to purchase
securities. Potential investors should consult a professional
advisor as to the suitability of an investment in the securities
for the person concerned.
The value of Ordinary Shares and the income from them is not
guaranteed and can fall as well as rise due to stock market and
currency movements. When you sell your investment you may get back
less than you originally invested. Figures refer to past
performance and past performance is not a reliable indicator of
future results. Returns may increase or decrease as a result of
currency fluctuations. Capital is at risk and investors need to
understand the risks of investing. Please refer to the Prospectus
for further information, in particular the "Risk Factors"
section.
This Announcement may not be published, distributed, released or
transmitted by any means or media, directly or indirectly, in whole
or in part, in or into the United States. This Announcement does
not constitute an offer to sell, or a solicitation of an offer to
buy, securities in the United States. The securities mentioned
herein have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the "US Securities Act") or
with any securities regulatory authority of any state or other
jurisdiction of the United States and will not be offered, sold,
exercised, resold, transferred or delivered, directly or
indirectly, in or into the United States or to, or for the account
or benefit of, any US person (as defined under Regulation S under
the US Securities Act) unless registered under the US Securities
Act or offered in a transaction exempt from, or not subject to, the
registration requirements of the US Securities Act. There will be
no public offer of the shares in the United States. The Company has
not been, and will not be, registered under the U.S. Investment
Company Act of 1940, as amended.
Neither this Announcement nor any copy of it may be: (i) taken
or transmitted into or distributed in Canada, Australia, Japan or
the Republic of South Africa or to any resident thereof, or (ii)
taken or transmitted into or distributed in Japan or to any
resident thereof, or (iii) any other jurisdiction where to do so
might constitute a violation of the relevant laws or regulations of
such jurisdiction. Any failure to comply with these restrictions
may constitute a violation of the securities laws or the laws of
any such jurisdiction. The distribution of this Announcement in
other jurisdictions may be restricted by law and the persons into
whose possession this Announcement comes should inform themselves
about, and observe, any such restrictions.
This Announcement may include "forward-looking statements". All
statements other than statements of historical facts included in
this Announcement, including, without limitation, those regarding
the Company's investment strategy, plans, objectives and target
returns are forward-looking statements. Forward-looking statements
are subject to risks and uncertainties and accordingly the
Company's actual future financial results and operational
performance may differ materially from the results and performance
expressed in, or implied by, the statements. These factors include
but are not limited to those described in the formal prospectus.
These forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or
undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000, the Prospectus Rules of the
Financial Conduct Authority or other applicable laws, regulations
or rules.
Stifel is acting only for the Company as financial adviser, sole
bookrunner and placing agent in connection with the matters
described in this Announcement and is not acting for or advising
any other person, or treating any other person as its client in
relation thereto and will not be responsible for providing the
regulatory protection afforded to the duties of Stifel or advice to
any other person in relation to the matters contained herein. Such
persons should seek their own independent legal, investment and tax
advice as they see fit.
Goodbody is acting as placing agent for the Company, Goodbody is
acting exclusively for the Company.
Neither Stifel or Goodbody nor any of their directors, officers,
employees, advisers, affiliates 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, 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.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the New Ordinary Shares have been subject to a product approval
process, which has determined that the New Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution to retail investors through advised sales
only and to professional clients and eligible counterparties
through all distribution channels as are permitted by MiFID II (the
"Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Initial Issue, Issue and the Share
Issuance Programme.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the New Ordinary Shares and
determining appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed the AIFM as its alternative investment fund
manager
Pursuant to Article 23 of AIFMD and the Alternative Investment
Fund Managers Regulations 2013 (No. 1173/2013) and the Investment
Funds Sourcebook of the FCA (the "UK AIFMD Rules"), the AIFM is
required to make available to persons in the European Union who are
invited to and who choose to participate in the Issue, by making an
oral or written offer to subscribe for New Ordinary Shares,
including any individuals, funds or others on whose behalf a
commitment to subscribe for New Ordinary Shares is given (the
"Subscribers") certain information (the "Article 23 Disclosures").
For the purposes of the Issue, the AIFM has made the Article 23
Disclosures available to Subscribers in the 'Investor - Shareholder
Information' section of the Company's website at:
www.supermarketincomereit.com.
PRIIPS (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), the AIFM has prepared a key
information document (the "KID") in respect of the Ordinary Shares.
The KID is made available by the AIFM to "retail investors" prior
to them making an investment decision in respect of the Ordinary
Shares at www.supermarketincomereit.com.
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Company is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and none of Stifel, Goodbody
or the AIFM are manufacturers for these purposes. None of Stifel,
Goodbody or the AIFM makes any representations, express or implied,
or accepts any responsibility whatsoever for the contents of the
KID prepared by the Company nor accepts any responsibility to
update the contents of the KID in accordance with the PRIIPs
Regulation, to undertake any review processes in relation thereto
or to provide the KID to future distributors of Shares. Each of
Stifel, Goodbody the AIFM and their respective affiliates
accordingly disclaim all and any liability whether arising in tort
or contract or otherwise which it or they might have in respect of
the key information documents prepared by the Company. Investors
should note that the procedure for calculating the risks, costs and
potential returns in the KID are prescribed by laws. The figures in
the KID may not reflect actual returns for the Company and
anticipated performance returns cannot be guaranteed.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
FURLLLFFKXFLBBF
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March 12, 2019 08:25 ET (12:25 GMT)
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