Prospectus • Jan 21, 2015
Prospectus
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your independent financial adviser authorised under the Financial Services and Markets Act 2000 without delay.
This document comprises a supplementary prospectus relating to Picton Property Income Limited (the Company) prepared in accordance with the Prospectus Rules made under section 84 of the Financial Services and Markets Act 2000 (FSMA). This supplementary prospectus has been approved by the Financial Conduct Authority (the FCA) as a supplementary prospectus under section 87A of FSMA and has been filed with the FCA and made available to the public in accordance with section 3.2 of the Prospectus Rules. This document is supplemental to, and should be read in conjunction with the prospectus published by the Company on 1 May 2014 (the Prospectus) in connection with the issue of New Ordinary Shares pursuant to the Initial Placing, the Offer for Subscription and the Placing Programme (the Capital Raise) and the supplementary prospectuses published by the Company on, respectively, 14 July 2014, 4 August 2014, 29 October 2014 and 21 November 2014 (the Supplementary Prospectuses). Save as disclosed in this document there has been no significant change affecting any matter contained in the Prospectus and/ or the Supplementary Prospectuses and no significant new matter has arisen since publication of the last supplementary prospectus on 21 November 2014.
Words or expressions defined in the Prospectus have the same meaning when used in this document unless the context requires otherwise.
(an authorised closed-ended investment scheme incorporated as a non-cellular company limited by shares under the laws of Guernsey with registered number 43673)
J.P. Morgan Cazenove, which is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for the Company and no one else in relation to the Capital Raise and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for affording advice in relation to the Capital Raise or the contents of the Prospectus, this Supplementary Prospectus or any matters referred to therein or herein. J.P. Morgan Cazenove is not making any representation or warranty, express or implied, as to the contents of this document.
Oriel Securities Limited, which is authorised and regulated by the Financial Conduct Authority, is acting exclusively for the Company and no one else in relation to the Capital Raise and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Capital Raise and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Oriel Securities Limited or for affording advice in relation to the Capital Raise or the contents of the Prospectus, this Supplementary Prospectus or any matters referred to therein or herein. Oriel Securities Limited is not making any representation or warranty, express or implied, as to the contents of this document.
This Supplementary Prospectus includes particulars given in compliance with the Listing Rules and Prospectus Rules of the Financial Conduct Authority for the purpose of giving information with regard to the Company. The information contained in this Supplementary Prospectus should be read in the context of, and together with, the information contained in the Prospectus.
This Supplementary Prospectus does not contain or constitute an offer to sell or to issue any New Ordinary Shares or the solicitation of an offer to buy or subscribe for New Ordinary Shares.
The distribution of this Supplementary Prospectus in certain jurisdictions may be restricted by law. No action has been taken by the Company, J.P. Morgan Cazenove or Oriel Securities Limited that would permit an offer of the Shares or possession or distribution of this Supplementary Prospectus or any other offering or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom. Persons into whose possession this Supplementary Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The attention of potential investors is drawn to the Risk Factors set out on pages 17 to 23 of the Prospectus.
21 January 2015
This document constitutes a Supplementary Prospectus required under Prospectus Rule 3.4.1 and is being published to note the publication of the Company's unaudited net asset value as at 31 December 2014 (the December 2014 NAV) on 21 January 2015, which constitutes a significant new factor relating to information contained in the Prospectus. The details of this significant new factor are set out in paragraph 2, below.
The unaudited Net Asset Value of the Company, as at 31 December 2014, was £315.7 million, reflecting 66.0 pence per share, an increase of 5.9 per cent. over the quarter.
This Net Asset Value included the effects of the placing of a further 39,215,686 Ordinary Shares which were issued on 22 December 2014, raising gross proceeds of £25 million. The total number of Ordinary Shares in issue as at 31 December 2014 was 478,407,449.
The movements in Net Asset Value of the Company over the quarter can be summarised as follows:
| Total (£million) |
Movement (%) |
Per Ordinary Share (Pence) |
|
|---|---|---|---|
| NAV at 30 September 2014 | 273.7 | 62.3 | |
| Movement in property values | 16.8 | 5.6 | 3.5 |
| Share issue | 24.4 | - | - |
| Share premium (net of issue costs) | 0.2 | 0.1 | 0.1 |
| Net income after tax for the period | 3.9 | 1.3 | 0.8 |
| Dividends paid | (3.3) | (1.1) | (0.7) |
| NAV at 31 December 2014 | 315.7 | 5.9 | 66.0 |
A summary of the largest properties in the Group's portfolio representing approximately 50 per cent. of the portfolio by capital value (as at 31 December 2014) is set out below.
| Asset | Sector | Location |
|---|---|---|
| Parkbury Industrial Estate, Radlett | Industrial | South East |
| River Way Industrial Estate, Harlow | Industrial | South East |
| Stanford House, Long Acre, WC2 | Retail | London |
| Angel Gate Office Village, City Road, EC1 | Office | London |
| 50 Farringdon Road, EC1 | Office | London |
| Boundary House, Jewry Street, EC3 | Office | London |
| Shipton Way, Rushden, Northamptonshire | Industrial | East Midlands |
| Phase II Parc Tawe, Swansea | Retail Warehouse | Wales |
| Colchester Business Park, Colchester | Office | South East |
| 1 Chancery Lane, WC2 | Office | London |
The Group's portfolio is structured as follows:
Sector Weighting 31 December 2014 Industrial 42.3%
| Office – Central/Greater London Office – Rest of UK Retail Retail Warehouse Leisure |
19.0% 13.2% 17.3% 5.6% 2.6% |
|---|---|
| Total | 100.0% |
| Geography | Weighting 31 December 2014 |
| South East | 32.8% |
| Central & Greater London | 29.2% |
| North | 12.4% |
| Midlands | 16.6% |
| Wales | 4.5% |
| South West | 2.5% |
| Scotland | 1.5% |
| Northern Ireland | 0.5% |
| Total | 100.0% |
The information set out above updates the corresponding information set out in the Summary, Part 2 (Information on the Company) and Part 3 (Financial Information on the Company) of the Prospectus.
| The Summary of the Prospectus is supplemented by the information set out below: | |
|---|---|
| B.45 | Portfolio | |||
|---|---|---|---|---|
| A summary of the largest properties in the Group's portfolio representing approximately 50 per cent. of the portfolio by capital value (as at 31 December 2014), is set out below. |
||||
| Asset Sector |
Location | |||
| Parkbury Industrial Estate, Radlett |
Industrial | South East |
||
| River Way Industrial Estate, Harlow |
Industrial | South East |
||
| Stanford House, Long Acre, WC2 |
Retail | London | ||
| Angel Gate Office Village, City Road, EC1 |
Office | London | ||
| 50 Farringdon Road, EC1 | Office | London | ||
| Boundary House, Jewry Street, EC3 |
Office | London | ||
| Shipton Way, Rushden, Northamptonshire |
Industrial | East Midlands |
||
| Phase II Parc Tawe, Swansea |
Retail Warehouse |
Wales | ||
| Colchester Business Park, Colchester |
Office | South East |
||
| 1 Chancery Lane, WC2 | Office | London | ||
| The geographical and sectoral | weightings of the Group's property | |||
| portfolio as a percentage of capital value as at 31 December 2014 |
| can be summarised as follows: | |||
|---|---|---|---|
| Sector | Weighting 31 December 2014 |
||
| Industrial Office – Central/Greater London Office – Rest of UK Retail Retail Warehouse Leisure Total |
42.3% 19.0% 13.2% 17.3% 5.6% 2.6% 100.0% |
||
| Geography | Weighting 31 December 2014 |
||
| South East Central & Greater London North Midlands Wales South West Scotland Northern Ireland Total |
32.8% 29.2% 12.4% 16.6% 4.5% 2.5% 1.5% 0.5% 100.0% |
||
| B.46 | NAV per Ordinary Share |
The unaudited Net Asset Value of the Company, as at 31 December 2014, was £315.7 million, reflecting 66.0 pence per share. |
The Company and the Directors, being Nicholas Thompson, Trevor Ash, Vic Holmes, Roger Lewis and Robert Sinclair, accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Copies of the Prospectus dated 1 May 2014, this Supplementary Prospectus, the supplementary prospectuses published by the Company on, respectively, 14 July 2014, 4 August 2014, 29 October 2014 and 21 November 2014 may be inspected free of charge at the offices of Norton Rose Fulbright LLP at 3 More London Riverside, London SE1 2AQ and at the registered office of the Company at Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL during normal business hours on any weekday (Saturdays and public holidays excepted) from the date of this document and while the Prospectus remains valid. These documents can also be found on the Company's website at the following address: www.pictonproperty.co.uk.
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