Regulatory Filings • Jun 24, 2014
Regulatory Filings
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This document comprises a supplementary prospectus relating to Schroder Real Estate Investment Trust Limited (the "Company") prepared in accordance with the prospectus rules of the Financial Conduct Authority made under section 73A of the Financial Services and Markets Act 2000 (the "Supplementary Prospectus"). This Supplementary Prospectus has been approved by the Financial Conduct Authority in accordance with section 85 of the Financial Services and Markets Act 2000. A copy of this document has been filed with the FCA and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules. This document also includes particulars given in compliance with the listing rules of the Channel Islands Securities Exchange Authority Limited ("CISE") for the purposes of giving information with regard to the issuer.
This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the prospectus published by the Company on 20 March 2014 relating to the issue of up to 200 million New Shares (the "Prospectus"). Except as expressly stated herein, or unless the context otherwise requires, the definitions used or referred to in the Prospectus also apply in this Supplementary Prospectus.
The Directors of the Company and the Company each accept responsibility for the information contained in this Supplementary Prospectus and the Prospectus. Having taken all reasonable care to ensure that this is the case, the information contained in this Supplementary Prospectus and the Prospectus is, to the best of the knowledge of the Directors and the Company, in accordance with the facts and contains no omission likely to affect its import.
(a company incorporated and registered in Guernsey with registered number 41959)
The Prospectus and this Supplementary Prospectus do not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, New Shares in any jurisdiction in which such offer or solicitation is unlawful. In particular the New Shares offered by the Prospectus this Supplementary Prospectus have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or registered or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, the Republic of South Africa or Japan. Neither this document nor any copy of it may be distributed directly or indirectly to any persons with addresses in Canada, Australia, the Republic of South Africa or Japan, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the United Kingdom where such distribution may lead to a breach of any legal or regulatory requirement. The Company will not be registered as an investment company under the US Investment Company Act of 1940, as amended. Neither the Prospectus, the Supplementary Prospectus nor the New Shares have been recommended, approved or disapproved by any US federal or state securities commission or regulatory authority. Furthermore, none of such authorities has opined on the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence.
This document may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey (i) by persons licensed to do so by the Commission under the POI Law or (ii) to persons licensed under the POI Law, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Businesses and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000.
Each of Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA, and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the FCA, is acting exclusively for the Company and for no-one else in connection with the Issues and will not be responsible to any other person for providing the protections afforded to clients of Numis or J.P. Morgan Cazenove or for providing advice in connection with the Issues, the contents of this document or any matters referred to in this document. Neither Numis nor J.P. Morgan Cazenove is responsible for the contents of this document. This does not exclude or limit any responsibilities which either Numis or J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.
Neither the admission of the New Shares to the Official List of the CISE nor the approval of the Listing Document pursuant to the Listing Rules of the CISE shall constitute a warranty or representation by the CISE as to the competence of the service providers to or any other party connected with the Company, the adequacy and accuracy of the information contained in this document or the suitability of the Company for investment or for any other purpose.
This Supplementary Prospectus is being published in relation to the Issues. This Supplementary Prospectus is a regulatory requirement under the Prospectus Rules following the completion of the acquisition by the Company of a 25 per cent. interest in City Tower, Central Manchester. This Supplementary Prospectus has been approved for publication by the Financial Conduct Authority.
On 12 June 2014, the Company completed the acquisition of a 25 per cent. interest in City Tower, a landmark, mixed use investment in Central Manchester, for £33 million, reflecting a headline net initial yield of 7 per cent. The Company acquired the property alongside Schroder UK Property Fund and Immobilien Europa Direkt, both managed by Schroder Property Investment Management Limited. City Tower is now the largest holding in the Company's portfolio. City Tower provides 615,429 sq ft of office, retail, leisure and hotel accommodation on a three acre island site including 456 car parking spaces. It is located within the Central Business District of Manchester with frontage to both Piccadilly Gardens and New York Street. The property is held on a long leasehold basis from Manchester City Council with 218 years unexpired at nil rent.
As a result of the City Tower acquisition the Company's portfolio composition, sector and regional weightings have changed. Based on 17 March 2014 valuations (and including the new acquisition at cost) the City Tower is the Company's largest asset representing 9.7% of the portfolio. On the same basis the exposure of the portfolio to Offices has increased from 41.8% as at 17 March 2014 to 44.1% and the exposure to the North and Scotland has increased from 18.5% to 26.5%.
As a result of the completion of the Company's acquisition of a 25 per cent. interest in City Tower, the summary document which forms part of the Prospectus is hereby supplemented as follows:
| B.45 | Description of the Company's portfolio |
On 12 June 2014, the Company completed the acquisition of a 25 per cent. interest in City Tower, a landmark, mixed use investment in Central Manchester, for £33 million, reflecting a headline net initial yield of 7 per cent. The Company acquired the property alongside Schroder UK Property Fund and Immobilien Europa Direkt, both managed by Schroder Property Investment Management Limited. City Tower is now the largest holding in the Company's portfolio. City Tower provides 615,429 sq ft of office, retail, leisure and hotel accommodation on a three acre island site including 456 car parking spaces. It is located within the Central Business District of Manchester with frontage to both Piccadilly Gardens and New York Street. The property is held on a long leasehold basis from Manchester City Council with 218 years unexpired at nil rent. |
|---|---|---|
| As a result of the City Tower acquisition the Company's portfolio composition, sector and regional weightings have changed. Based on 17 March 2014 valuations (and including the new acquisition at cost) the City Tower is the Company's largest asset representing 9.7% of the portfolio. On the same basis the exposure of the portfolio to Offices has increased from 41.8% as at 17 March 2014 to 44.1% and the exposure to the North and Scotland has increased from 18.5% to 26.5%. |
Copies of this Supplementary Prospectus are available for inspection at http://www.morningstar.co.uk/uk/nsm and, until 19 March 2015, copies are available for collection, free of charge, during normal business hours on any weekday (public holidays excepted) at the registered office of the Company at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL. Copies of this Supplementary Prospectus are also available on the Company's website at http://www.srei.co.uk.
In accordance with Section 87Q(4) FSMA, investors who have agreed before this Supplementary Prospectus is published to purchase or subscribe for Ordinary Shares the allotment of which has not become fully unconditional have the right, exercisable before the end of the period of two working days beginning with the working day after the date on which this Supplementary Prospectus was published, to withdraw their agreement. Such investors should contact Computershare Investor Services (Guernsey) Limited on 44 (0)1534 281886.
To the extent that there is any inconsistency between any statement in this Supplementary Prospectus and any other statement in the Prospectus, the statements in this Supplementary Prospectus will prevail.
Save as disclosed in this Supplementary Prospectus, no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus has arisen or been noted, as the case may be, since the publication of the Prospectus.
23 June 2014
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