Home REIT PLC

Regulatory Filings • Sep 22, 2020

National Storage Mechanism | Additional information

RNS Number : 6493Z

Home REIT PLC

22 September 2020

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR TO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. PLEASE SEE THE SECTION ENTITLED "DISCLAIMER" TOWARDS THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the prospectus published by Home REIT plc (the "Prospectus") and not in reliance on this announcement. The Prospectus will, subject to certain access restrictions, shortly be available on the Company's website at www.homereituk.com, and a copy will be available for inspection at the offices of Stephenson Harwood LLP at 1 Finsbury Circus, London, EC2M 7SH. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase, investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

22 September 2020

HOME REIT PLC

(the "Company" or "Home REIT")

PUBLICATION oF PROSPECTUS

Further to the announcement made by Alvarium Home REIT Advisors Limited (the "Investment Adviser" or "Alvarium Home REIT Advisors") on 7 September 2020, the board of directors1 of Home REIT is pleased to announce the publication of the Prospectus in connection with the initial public offering ("IPO") of the Company's ordinary shares (the "Ordinary Shares") and proposed admission of its ordinary Shares to the premium segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the main market of the London Stock Exchange ("Admission").

Home REIT is targeting an issuance of £250 million by means of a placing, offer for subscription and intermediaries offer of up to 250 million Ordinary Shares (the "Issue") at an issue price of £1.00 per Ordinary Share (the "Issue Price").2

The Company will seek to contribute to the alleviation of homelessness in the UK, whilst targeting inflation-protected income and capital returns, by investing in a diversified portfolio of assets across the UK which will be dedicated to providing accommodation to the homeless. The accommodation assets will be let or pre-let on very long (typically 20 to 30 years) leases, containing inflation-linked or fixed uplift rent review provisions, to registered charities, housing associations, community interest companies and other regulated organisations which have a proven operating track record in providing low-cost accommodation to the homeless and which receive housing benefit or comparable support from local or central government to fund the provision of such accommodation to the homeless.

The Company also intends to carry on business as a real estate investment trust ("REIT").

Home REIT will be managed by Alvarium Fund Managers (UK) Limited and advised by Alvarium Home REIT Advisors (both members of the group trading as Alvarium Investments (formerly LJ Partnership), whose ultimate parent is Alvarium Investments Limited).

Home REIT is targeting a minimum annual dividend of 5.5 pence per Ordinary Share, starting from the financial period commencing 1 September 2021, with the potential to grow the dividend in absolute terms through upward-only inflation-protected long-term lease agreements. Home REIT is targeting a net total shareholder return of at least 7.5 per cent. per annum over the medium term.3

The Investment Adviser, on behalf of Home REIT, has already identified a substantial pipeline of homeless accommodation assets off-market with an aggregate value of over £350 million, which meet the Company's investment objective and investment policy. All potential acquisitions remain subject to the Investment Adviser's stringent due diligence process and the Company currently has no binding contractual obligations with potential vendors. There can therefore be no assurance that any of the pipeline assets will be purchased by the Company. However, the Investment Adviser is confident that sufficient suitable assets will be identified, assessed and acquired to substantially invest or commit the net proceeds of the Issue within six to nine months following completion of the IPO.

Further details of the Issue are set out in the Prospectus which, subject to certain access restrictions, will shortly be available on the Company's website (www.homereituk.com) and will be available for inspection at the offices of Stephenson Harwood LLP at 1 Finsbury Circus, London, EC2M 7SH.

A copy of the Prospectus will also be submitted to the National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Dickson Minto W.S. (the "Sponsor") is acting as sole sponsor to the Company.

Alvarium Securities Limited ("Alvarium Securities") (also a member of Alvarium Investments) is acting as sole broker, placing agent and intermediaries offer adviser to the Company.

Expected timetable

Publication of the Prospectus	22 September 2020
Issue opens	22 September 2020
Latest time and date for receipt of completed applications from the intermediaries in respect of the intermediaries offer	5.00 p.m. on 6 October 2020
Latest time and date for receipt of completed application forms in respect of the offer for subscription	11.00 a.m. on 7 October 2020
Latest time and date for commitments under the placing	5.00 p.m. on 7 October 2020
Announcement of results of the Issue	8 October 2020
Admission and dealings in Ordinary Shares commence	8.00 a.m. on 12 October 2020
CREST accounts credited with uncertificated Ordinary Shares	12 October 2020
Where applicable, definitive share certificates despatched by post in the week commencing	19 October 2020

The dates and times specified are subject to change without further notice. All references to times in this announcement are to London time unless otherwise stated. Any changes to the expected Issue timetable will be notified by the Company through a Regulatory Information Service.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Alvarium Home REIT Advisors Limited Jamie Beale Gareth Jones	Via Maitland/AMO below
Alvarium Securities Limited (Sole Broker, Placing Agent and Intermediaries Offer Adviser) Mark Thompson Eddie Nissen David Dowell Ben Nott	Tel: +44 (0) 207 016 6713 +44 (0) 207 016 6711
Dickon Minto W.S. Fiona Thompson Douglas Armstrong	Tel: +44 (0) 207 649 6933 +44 (0) 207 649 6823
Maitland/AMO (Communications adviser) James Benjamin	Tel: +44 7747 113 930 Email: james.benjamin@maitland.co.uk

Notes:

1. The directors are Lynne Fennah (Chairman), Marlene Wood, Peter Cardwell and Simon Moore.

2. The directors of the Company have reserved the right, with the consent of Alvarium Securities and the Sponsor, to increase the size of the Issue to a maximum of 300 million Ordinary Shares if overall demand exceeds 250 million Ordinary Shares, with any such increase being announced through a Regulatory Information Service.

3. There can be no guarantee that the Company's investment strategy will be successful and the value of any investment in the Company may fall as well as rise. The annual dividend and net total shareholder return targets stated above are targets only and are not a profit forecast. There can be no assurance that these targets will be achieved and they should not be taken as an indication of the Company's expected future results. Accordingly, potential investors should not place any reliance on these targets in deciding whether or not to invest in the Company and should decide for themselves whether or not the target dividend and target net total shareholder returns are reasonable or achievable.

ABOUT THE AIFM AND INVESTMENT ADVISER

The Company and Alvarium Fund Managers (UK) Limited, in its capacity as the Company's alternative investment fund manager for the purposes of Directive 2011/61/EU on Alternative Investment Fund Managers and related rules and legislation ("AIFMD") (the "AIFM"), have appointed Alvarium Home REIT Advisors Limited as the Company's investment adviser pursuant to an investment advisory agreement.

The Investment Adviser is a wholly owned subsidiary of Alvarium Investments Limited. Alvarium Investments was established in 2009 and has grown to become a substantial, international multi-family office and asset manager, managing in excess of US$18 billion of assets (including US$10 billion of real estate assets), for families, private individuals and institutions. It has over 200 employees and 14 offices around the world.

The Investment Adviser comprises property, legal and finance professionals with significant experience in the real estate sector. The team has capitalised and transacted over £1.5 billion of property assets with a particular focus on accessing secure, long-let and index-linked UK real estate through forward funding and built asset structures.

The Investment Adviser's personnel have extensive expertise in the target homeless accommodation assets sector and have successfully managed a £430 million social impact fund specialising in this strategy over the last two years.

The AIFM is regulated in the conduct of investment business by the FCA. The AIFM is, for the purposes of AIFMD and the rules of the FCA, a "full scope" UK AIFM with a Part 4A permission for managing alternative investment funds, such as the Company.

Disclaimer

This is a financial promotion and is not intended to be investment advice. The content of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Alvarium Fund Managers (UK) Limited solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended). Alvarium Fund Managers (UK) Limited is authorised and regulated in the United Kingdom by the FCA (FCA number: 751355) and has its registered office at 10 Old Burlington Street, London, W1S 3AG.

This announcement is an advertisement and does not constitute a prospectus and investors must subscribe for or purchase any shares referred to in this announcement only on the basis of information contained in the Prospectus published by the Company (and in any supplementary prospectus) and not in reliance on this announcement. Investors should read the Prospectus before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Ordinary Shares. Approval of the Prospectus by the Financial Conduct Authority should not be understood as an endorsement of the Ordinary Shares. Copies of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (www.homereituk.com). This announcement does not constitute, and may not be construed as, an offer to sell or an invitation to purchase investments of any description, 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 shares in the Company.

The information contained in this announcement is given at the date of its publication.

Alvarium Securities is an appointed representative of Alvarium RE Limited, which is authorised and regulated in the United Kingdom by the FCA. The Sponsor is authorised and regulated in the United Kingdom by the FCA. Each of Alvarium Securities and the Sponsor is acting exclusively for the Company in connection with the matters described in this announcement and neither Alvarium Securities nor the Sponsor is acting for or advising any other person, or treating any other person as their respective client in relation thereto and neither Alvarium Securities nor the Sponsor will be responsible for providing the regulatory protection afforded to their respective clients, nor for providing advice to any other person in relation to the matters contained herein.

The shares of the Company have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom). Further, the Company is not, and will not be, registered under the US Investment Company Act of 1940, as amended. The shares of the Company will be offered outside of the United States pursuant to the provisions of Regulation S of the Securities Act. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained) or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa, Japan or any member state of the EEA (other than the United Kingdom or to professional investors in certain EEA member states for which marketing passports have been obtained). The Issue, and 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.

The value of 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 may 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.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, 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 Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Adviser, the AIFM, the Sponsor and Alvarium Securities expressly disclaim 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 Regulation, the Prospectus Regulation Rules of the Financial Conduct Authority, the EU Market Abuse Regulation or other applicable laws, regulations or rules.

None of the Company, the Investment Adviser, the AIFM, the Sponsor or Alvarium Securities, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including 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 associated companies, 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. The Company, the Investment Adviser, the AIFM, the Sponsor and Alvarium Securities, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this 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 Ordinary Shares have been subject to a product approval process, which has determined that such securities 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 through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors (such term to have the same meaning as in the MiFID II Product Governance Requirements) should note that: the market price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the 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 Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Alvarium Securities will only procure investors (pursuant to the Placing) who meet the criteria of professional clients and eligible counterparties.

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 Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.

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