Prospectus • Sep 2, 2021
Prospectus
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom.
This document comprises a prospectus relating to Home REIT plc (the "Company"), prepared in accordance with the Prospectus Regulation Rules of the Financial Conduct Authority made pursuant to section 73A of FSMA.
This Prospectus has been approved by the FCA under the UK Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the issuer that is the subject of this Prospectus, nor should it be considered as an endorsement of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the New Ordinary Shares.
Applications will be made to the Financial Conduct Authority and the London Stock Exchange for all of the New Ordinary Shares to be issued pursuant to the Initial Issue and the Placing Programme to be admitted to listing on the premium listing segment of the Official List and to trading on the premium segment of the main market of the London Stock Exchange respectively. It is expected that Initial Admission will become effective and that dealings for normal settlement in such New Ordinary Shares will commence on 27 September 2021. It is expected that any Subsequent Admissions pursuant to the Placing Programme will become effective and that dealings for normal settlement in such New Ordinary Shares will commence between 28 September 2021 and 1 September 2022. All dealings in New Ordinary Shares will be at the sole risk of the parties concerned. The Ordinary Shares will not be dealt in on any other recognised investment exchange and no other such applications have been made or are currently expected.
The Company and each of the Directors, whose names appear on page 35 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.
Prospective investors should read the entire document and, in particular, the section headed "Risk Factors" beginning on page 11 when considering an investment in the Company.
(Incorporated in England and Wales with company number 12822709 and registered as an investment company under section 833 of the Companies Act 2006)
Initial Placing, Open Offer, Offer for Subscription and Intermediaries Offer for a target issue of 240,570,465 Ordinary Shares at 109 pence per New Ordinary Share1
and
Placing Programme of New Ordinary Shares
Investment Adviser Alvarium Home REIT Advisors Limited
AIFM
Global Coordinator, Sole Bookrunner and Intermediaries Offer Adviser Alvarium Securities Limited
Each of Alvarium Securities Limited ("Alvarium Securities") and Dickson Minto W.S. (the "Sponsor"), both of which are authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with the Initial Issue, the Placing Programme and the other arrangements referred to in this Prospectus and will not regard any other person (whether or not a recipient of this Prospectus) as its client in relation to the Initial Issue, the Placing Programme and the other arrangements referred to in this Prospectus and will not be responsible to anyone other than the Company for providing the protections afforded to the respective clients of Alvarium Securities and the Sponsor, nor for providing advice in connection with the Initial Issue, the Placing Programme, any Admission and the other arrangements referred to in this Prospectus.
1 The Directors have reserved the right, with the consent of Alvarium Securities and the Sponsor, to increase the size of the Initial Issue up to 321,100,917 New Ordinary Shares if overall demand exceeds 240,570,465 New Ordinary Shares by reallocating New Ordinary Shares that would otherwise be available under the Placing Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer, with any such increase being announced through a Regulatory Information Service.
Apart from the responsibilities and liabilities, if any, which may be imposed on Alvarium Securities, Alvarium RE Limited and the Sponsor by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Alvarium Securities, Alvarium RE Limited nor the Sponsor accepts any responsibility whatsoever and makes no representation or warranty, express or implied, as to the contents of this Prospectus, including its accuracy or completeness, or for any other statement made or purported to be made by them, or on their behalf, the Company or any other person in connection with the Company, the New Ordinary Shares, the Initial Issue, the Placing Programme or any Admission and nothing contained in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. None of Alvarium Securities, Alvarium RE Limited or the Sponsor assumes any responsibility for the accuracy, completeness or verification of this Prospectus and accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise be found to have in respect of this Prospectus or any such statement.
Prospective investors should rely only on the information contained in this Prospectus (together with any supplementary prospectus published by the Company). No person has been authorised to give any information or make any representations other than those contained in the Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by the Company, Alvarium Securities, the Sponsor, the AIFM, the Investment Adviser, or any of their respective affiliates, officers, directors, employees or agents. Without prejudice to the Company's obligations under the UK Prospectus Regulation, the Prospectus Regulation Rules, the Listing Rules, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, neither the delivery of this Prospectus nor any subscription for or purchase of New Ordinary Shares made pursuant to the Initial Issue or the Placing Programme shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus.
Completed Application Forms and payments under the Open Offer must be received by 11.00 a.m. on 22 September 2021. The procedure for application and payments is set out in Part 12 of this Prospectus.
Completed Application Forms and payments under the Offer for Subscription must be received by 11.00 a.m. on 22 September 2021. The procedure for application and payments is set out in Part 13 of this Prospectus.
The Initial Issue and the Placing Programme are conditional on, inter alia, the passing of the Issue Resolutions by Shareholders at the General Meeting. A notice convening the General Meeting is set out in a circular to Shareholders dated 2 September 2021.
The New Ordinary Shares 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 may not be offered or sold into or within the United States, except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. In addition, the Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "US Investment Company Act"), and the recipient of this Prospectus will not be entitled to the benefits of that Act. Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of these securities or determined if this document is truthful of complete. Any representation to the contrary is a US criminal offence.
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, New Ordinary Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, Alvarium Securities, Alvarium RE Limited or the Sponsor. The offer and sale of New Ordinary Shares has not been and will not be registered under the applicable securities laws of Canada, Japan, Australia, Singapore or the Republic of South Africa. Subject to certain exemptions, the New Ordinary Shares may not be offered to or sold within Canada, Japan, Australia, Singapore or the Republic of South Africa or to any national, resident or citizen of Canada, Japan, Australia, Singapore or the Republic of South Africa. Neither the Company nor Alvarium Securities, nor any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser. Each investor should consult with his or her own advisers as to the legal, tax, business, financial and related aspects of a purchase of the New Ordinary Shares.
Dated: 2 September 2021
| SUMMARY | 4 | |
|---|---|---|
| RISK FACTORS | 11 | |
| IMPORTANT INFORMATION | 23 | |
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | 32 | |
| ISSUE STATISTICS | 34 | |
| DEALING CODES | 34 | |
| DIRECTORS, MANAGEMENT AND ADVISERS | 35 | |
| PART 1 | INFORMATION ON THE COMPANY | 37 |
| PART 2 | INVESTMENT OPPORTUNITY, INVESTMENT PROCESS AND PIPELINE | 45 |
| PART 3 | DIRECTORS, MANAGEMENT AND ADMINISTRATION | 59 |
| PART 4 | THE INITIAL ISSUE | 65 |
| PART 5 | THE PLACING PROGRAMME | 73 |
| PART 6 | PROPERTY VALUATION REPORT | 77 |
| PART 7 | REIT STATUS AND TAXATION | 96 |
| PART 8 | FINANCIAL INFORMATION | 113 |
| PART 9 | ADDITIONAL INFORMATION | 118 |
| PART 10 | DEFINITIONS | 142 |
| PART 11 | TERMS AND CONDITIONS OF APPLICATION UNDER THE INITIAL PLACING AND ANY SUBSEQUENT PLACING UNDER THE PLACING PROGRAMME |
152 |
| PART 12 | TERMS AND CONDITIONS OF APPLICATION UNDER THE OPEN OFFER | 164 |
| PART 13 | TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION |
184 |
| APPENDIX 1 | APPLICATION FORM FOR THE OFFER FOR SUBSCRIPTION | 195 |
| APPENDIX 2 | TAX RESIDENCY SELF-CERTIFICATION FORM (INDIVIDUALS) | 203 |
| 1. | Introduction and warnings | |||
|---|---|---|---|---|
| a. | Name and ISIN of securities | |||
| Ordinary Shares TIDM: HOME ISIN: GB00BJP5HK17 |
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| b. | Identity and contact details of the issuer | |||
| Name: Home REIT plc (the "Company") (incorporated in England and Wales with registered number 12822709) Registered Office: 6th Floor, Bastion House, 140 London Wall, London, EC2Y 5DN Tel: +44 (0) 20 3697 5353 Legal Entity Identifier (LEI): 213800A53AOVH3FCGG44 |
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| c. | Identity and contact details of the authority approving this prospectus | |||
| Name: Financial Conduct Authority Address: 12 Endeavour Square, London, E20 1JN, United Kingdom Tel: +44 (0) 20 7066 1000 |
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| d. | Date of approval of this prospectus | |||
| 2 September 2021 | ||||
| e. | Warnings This summary should be read as an introduction to this Prospectus. Any decision to invest in the New Ordinary Shares should be based on a consideration of the Prospectus as a whole by the prospective investor. The investor could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of this Prospectus, or where it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the New Ordinary Shares. |
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| 2. | Key information on the issuer | |||
| a. | Who is the issuer of the securities? | |||
| i. | Domicile and legal form, LEI, applicable legislation and country of incorporation The Company is a public limited company, registered and incorporated in England and Wales under the Companies Act 2006 (the "Companies Act") on 19 August 2020 with registered number 12822709. The Company's LEI is 213800A53AOVH3FCGG44. The Company is registered as an investment company under section 833 of the Companies Act and conducts its affairs so as to enable it to continue to qualify as a REIT for the purposes of Part 12 of the Corporation Tax Act 2010 (and the regulations made thereunder). |
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| ii. | Principal activities The principal activity of the Company is to invest in a diversified portfolio of homeless accommodation assets in accordance with its investment policy and with a view to achieving its investment objective. |
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| iii. | Investment objective The investment objective of the Company is to deliver inflation-protected income and capital growth over the medium term for Shareholders through funding the acquisition and creation of high-quality homeless accommodation across the UK let on long term index-linked leases. |
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| iv. | Major Shareholders So far as is known to the Company, as at the Latest Practicable Date the following persons hold, directly or indirectly, the percentages of the Company's voting rights referred to below which are notifiable pursuant to the Disclosure Guidance and Transparency Rules: |
Number of Existing |
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| Name | Ordinary Shares held |
% of voting rights |
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| Newton Investment Management Limited Rathbone Investment Management Limited Sarasin & Partners LLP M&G Plc J.M. Finn & Co Ltd LionTrust Investment Partners LLP Mattioli Woods plc As at the Latest Practicable Date, the Company and the Directors are not aware of any other person who, directly or indirectly, |
20,557,916 20,466,505 16,769,499 15,955,000 14,851,550 12,768,339 8,375,000 |
8.55% 8.51% 6.97% 6.63% 6.17% 5.31% 3.48% |
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| v. | jointly or severally, exercises or could exercise control over the Company. All Shareholders have the same voting rights in respect of the share capital of the Company Directors |
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| Lynne Fennah (Chairman), Marlene Wood, Peter Cardwell and Simon Moore. |
| BDO LLP of 55 Baker Street, London, W1U 7EU, United Kingdom. | |||||
|---|---|---|---|---|---|
| What is the key financial information regarding the issuer? | |||||
| Table 1: Additional information relevant to closed end funds | |||||
| Share Class |
Total NAV1 | No. of shares2 | NAV per share1,2 |
Historical performance of the Company | |
| Ordinary | £251.72 million |
240,570,465 | 104.63p (including current financial year revenue items) |
Since the Company's Ordinary Shares were first admitted to trading on the London Stock Exchange's main market on 12 October 2020, the Ordinary Shares, including dividends paid to Shareholders, have delivered a total NAV return of 8.5 per cent., comprising growth in the Net Asset Value per Ordinary Share and dividends per Ordinary Share declared to 31 July 2021. |
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| ————— | 1 Unaudited Estimated NAV calculated as at 31 July 2021 on the basis of an independent valuation of the Portfolio as at that date. 2 As at 31 August 2021, being the Latest Practicable Date before the publication of the Prospectus. |
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| Table 2: Income statement for closed end funds | |||||
| Consolidated statement of comprehensive income | Period from 19 August 2020 to 28 February 2021 (audited)(£'000) |
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| Income | Rental income Total income |
3,060 3,060 |
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| Operating expenses | General and administrative expenses Total expenses |
1,443 1,443 |
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| Change in fair value of investment property Operating profit for the period |
10,052 11,669 |
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| Finance costs | 235 | ||||
| Profit before taxation | |||||
| Taxation Comprehensive income for the period |
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| Earnings per share – basic and diluted (pence per share) Earnings per share – adjusted (pence per share) |
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| Table 3: Balance sheet for closed end funds | |||||
| Consolidated statement of financial position | 11,434 — 11,434 6.60 4.75 As at 28 February 2021 (audited)(£'000) |
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| Non-current assets: | Investment property Total non-current assets |
242,995 242,995 |
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| Current assets: | Trade and other receivables Restricted cash Cash and cash equivalents |
1,520 120,000 12,451 |
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| Total current assets Total assets |
133,971 376,966 |
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| Non-current liabilities: | Bank borrowings | 118,693 | |||
| Current liabilities: | Total non-current liabilities | 118,693 | |||
| Trade and other payables Total current liabilities Total liabilities |
11,080 11,080 129,773 |
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| Net assets | 247,193 |
| c. | What are the key risks that are specific to the issuer? | |
|---|---|---|
| * | There can be no guarantee that the Company will achieve its investment objective or its return objectives, that any dividends will be paid in respect of any financial year or period or that investors will get back the full value of their investment. The Company has a limited operating history and investors have a limited basis on which to evaluate the Company's ability to achieve its investment objective. |
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| * | There can be no assurance as to how long it will take for the Company to invest the Net Issue Proceeds. Although the Company, acting on advice from the Investment Adviser, has identified a number of available properties that are consistent with its investment objective and investment policy, there can be no certainty that the Company will be able to acquire these or other properties on acceptable terms or at all. The Company has not entered into any legally binding contractual arrangements to acquire any further properties from any potential vendors. The Company will also face competition from other property investors. Any delays in deployment of the Net Issue Proceeds may have an impact on the Company's results of operations and cash flows. |
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| * | Prior to the Company entering into an agreement to acquire a property, the Investment Adviser, on behalf of the Company, will perform due diligence on the property concerned. In doing so, it would typically rely on third parties to conduct a significant portion of this due diligence. There can be no assurance that any due diligence examinations carried out by third parties on behalf of the Company will reveal all of the risks associated with that asset, or the full extent of such risks. To the extent that such third parties underestimate or fail to identify risks and liabilities (including any environmental liabilities) associated with the property in question, this may have a material adverse effect on the Company's profitability, the NAV and the price of the Ordinary Shares. |
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| * | The Group uses borrowings to seek to enhance equity returns and to enable the Company to pursue its investment objective, which exposes the Company to a variety of risks associated with borrowing. Any amounts that are secured under a bank facility are likely to rank ahead of Shareholders' entitlements and accordingly, should returns derived from the Group's investments not be sufficient to cover the costs and liabilities of such borrowings, on a liquidation of the Company, Shareholders may not recover their initial investment and in certain circumstances may lose their entire investment. Whilst the use of borrowings should enhance the NAV per Ordinary Share where the value of the Group's investments is rising, it will have the opposite effect where the value of the Group's investments is falling. In addition, in the event that rental income from the Group's investments falls (for example as a result of defaults by tenants) the use of borrowings will increase the impact of such falls on the net revenue of the Group and this in turn will have an adverse effect on the Company's ability to pay dividends. The Company will pay interest on its borrowings. As such, the Company may be exposed to interest rate risk due to fluctuations in the prevailing market rates. |
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| * | The Company and the Investment Adviser expect to incur significant time and costs and third party costs in connection with potential acquisitions, including costs in connection with identifying suitable investment opportunities, due diligence, negotiating transaction documentation and legal and accounting costs. Where prospective acquisitions do not proceed to completion, those costs incurred may adversely affect the Company's business, financial condition, results of operations and prospects. |
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| * | Although the Company has, and aims to maintain, a portfolio diversified by sub-sector and tenant, all of the Company's assets are, and will be, invested in UK property. Consequently, any downturn in the UK and its economy or regulatory changes in the UK could have a material adverse effect on the Company's results of operations or financial condition. In addition, all of the Company's assets are, and will be, invested within a single sector: homeless accommodation. Investing exclusively in a single sector and single asset class may lead to greater volatility in the value of the Company's investments and the NAV and may materially and adversely affect the performance of the Company and returns to Shareholders. |
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| * | There is a risk that the current government or future governments may take a different approach to homelessness and the level of government funding (including the level of 'exempt' housing benefit) made available to housing associations and other similar organisations. Any such changes, including any reduction in the availability of housing benefit or decisions made by housing associations not to continue to fund the rents for the Company's assets, may have an adverse effect on the ability of the Company to pursue its investment objective, and may adversely affect the Company's performance and its returns to Shareholders. |
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| * | As all of the Group's assets are, and will be, invested in UK property, the Company's performance will be subject to, among other things, the conditions of the property markets in the UK, which will affect both the value of any assets that the Group acquires and the income such assets produce. Any property market recession or future deterioration in the property market could, inter alia: (i) make it harder for the Group to locate new tenants for its properties; (ii) lead to a lack of finance available to the Group; (iii) cause the Group to realise its investments at lower valuations; and (iv) delay the timings of the Group's realisations. A decline in the value of the Group's properties may also weaken the Group's ability to obtain financing for new investments. Any of the foregoing could have a material adverse effect on the ability of the Company to achieve its investment objective. |
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| * | Property and property-related assets are inherently difficult to value due to the individual nature of each property and property valuation is inherently subjective and uncertain. As a result, valuations are subject to uncertainty and there can be no assurance that the estimates resulting from the valuation process will reflect actual sales prices that could be realised by the Company in the future. The Administrator will rely on property valuations in calculating the NAV. |
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| * | The Company may purchase already built property assets or, in some circumstances, forward fund property assets that are in construction. Forward funded projects are subject to the hazards and risks normally associated with the construction and development of real estate. To the extent that risks are not assumed by the developer, the occurrence of any of these events could result in increased operating costs, fines and legal fees and potentially in reputational damage or criminal prosecution of the Company, and its directors or management, all of which could have an adverse effect on the Company's business, financial condition, results of operations, future prospects or the price of the Ordinary Shares. |
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| * | A change in the Company's tax status or in taxation legislation in the UK could adversely affect the Company's profits and portfolio value and/or returns to Shareholders. In particular, the Company cannot guarantee that it will remain qualified as a REIT. If the Company fails to remain qualified as a REIT, the Company will be subject to UK corporation tax on some or all of its property rental income and chargeable gains on the sale of properties, which could reduce the amounts available to distribute to Shareholders and change the tax status of distributions received by investors. |
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| 3. | Key information on the securities |
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| a. | What are the main features of the securities? |
| i. | Type, class and ISIN of the securities being admitted to trading on a regulated market The securities that may be issued under the Initial Issue and under the Placing Programme are Ordinary Shares of £0.01 each in the capital of the Company. The ISIN of the Ordinary Shares is GB00BJP5HK17. |
| ii. | Currency, denomination, par value, number of securities issued and term of the securities The Ordinary Shares are denominated in pounds sterling and have nominal value £0.01 each. The Ordinary Shares have no fixed term. The Company is targeting an issue of 240,570,465 New Ordinary Shares pursuant to the Initial Issue. If the overall demand exceeds this target, the Directors have reserved the right, with the consent of Alvarium Securities and the Sponsor, to increase the size of the Initial Issue up to 321,100,917 New Ordinary Shares by reallocating New Ordinary Shares that would otherwise be available under the Placing Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer. Following completion of the Initial Issue, further New Ordinary Shares may be issued pursuant to the Placing Programme. The maximum number of New Ordinary Shares that may be issued pursuant to the Initial Issue and the Placing Programme is 550 million. |
| iii. | Rights attached to the securities Holders of Ordinary Shares are entitled to receive, and to participate in, any dividends declared in relation to the Ordinary Shares. On a winding-up or a return of capital by the Company, holders of Ordinary Shares shall be entitled to all of the Company's remaining net assets after taking into account any net assets attributable to C Shares (if any) in issue. There are no C Shares in issue as at the date of this Prospectus and the Company does not have the ability to issue C Shares under the Initial Issue or under the Placing Programme. Holders of Ordinary Shares are entitled to attend and vote at all general meetings of the Company and, on a poll, to one vote for each Ordinary Share held. The Ordinary Shares are not redeemable. The consent of the holders of each class of Ordinary Shares will be required for the variation of any rights attached to the relevant class of Ordinary Shares. |
| iv. | Relative seniority of the securities in the event of insolvency On a winding-up or a return of capital by the Company, the holders of Ordinary Shares shall be entitled to all of the Company's remaining net assets after taking into account any net assets attributable to any C Shares (if any) in issue. There are no C Shares in issue as at the date of this Prospectus and the Company does not have the ability to issue C Shares under the Initial Issue or under the Placing Programme. |
| v. | Restrictions on free transferability of the securities There are no restrictions on the free transferability of the Ordinary Shares, subject to compliance with applicable securities laws and the restrictions on transfer contained in the Company's Articles. Under the Articles, the Directors may refuse to register the transfer of a share in certificated form which is not fully paid, or a share in uncertificated form where it is entitled to refuse to register the transfer under the CREST Regulations, provided that such refusal does not prevent dealings in the shares from taking place on an open and proper basis. The Directors may also refuse to register a transfer of a share in certificated form unless the instrument of transfer: (i) is lodged, duly stamped, at the registered office of the Company or such other place as the Directors may appoint and is accompanied by the certificate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; (ii) is in respect of only one class of share; and (iii) is not in favour of more than four transferees. There are also certain limited circumstances in which the Board may, under the Articles and subject to certain conditions, compulsorily require the transfer of shares. |
| vi. | Dividend policy The Company aims to provide its Shareholders with secure and growing income along with capital growth over the medium term. Starting from the financial period commencing 1 September 2021, the Company intends to pay dividends on a quarterly basis in cash, by way of four equal interim dividends. The Company is targeting a minimum total dividend of 2.5 pence per Ordinary Share for the first financial period to 31 August 2021. Starting from the financial period commencing 1 September 2021, the minimum targeted annual dividend yield will be 5.5 pence per Ordinary Share, with the potential to grow the dividend in absolute terms through upward-only inflation-protected long-term lease agreements. In addition, the targeted net total NAV return will be a minimum of 7.5 per cent. per annum over the medium term. Holders of New Ordinary Shares will not be entitled to receive any dividends declared with a record date prior to the date of their issue. In line with its stated dividend target, the Company is targeting an interim dividend of 0.84 pence per Ordinary Share in respect of the period from 1 May 2021 to 31 August 2021 (the "Q4 Dividend"). The Q4 Dividend (if declared) will have a record date prior to the issue of the New Ordinary Shares pursuant to the Initial Issue and, accordingly, holders of New Ordinary Shares issued pursuant to the Initial Issue or the Placing Programme will not be entitled to receive the Q4 Dividend in respect of those shares. In order to comply with REIT status the Company is required to meet a minimum distribution test for each year that it is a REIT. This minimum distribution test requires the Company to distribute 90 per cent. of the income profits of the Property Rental Business for each accounting period, as adjusted for tax purposes. The target dividends (including the Q4 Dividend) and total NAV return stated above are guidance levels or targets only and not a profit forecast and there can be no assurance that they will be met. |
| b. | Where will the securities be traded? |
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| Applications will be made to the Financial Conduct Authority for all of the New Ordinary Shares to be issued pursuant to the Initial Issue and the Placing Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market. |
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| c. | What are the key risks that are specific to the securities? |
| The market price of the Ordinary Shares, like shares in all investment companies, may fluctuate independently of * their underlying net asset value and may trade at a discount or premium at different times. While the Directors may seek to mitigate any discount to NAV per Ordinary Share through such discount management mechanisms as they consider appropriate, there can be no guarantee that they will do so or that such mechanisms will be successful. |
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| Shareholders do not have a right for their Ordinary Shares to be redeemed and the Company does not have a * fixed winding-up date. While the Directors retain the right to effect repurchases of Ordinary Shares, they are under no obligation to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. Shareholders wishing to realise their investment in the Company may therefore be required to dispose of their Ordinary Shares in the market. There can be no guarantee that a liquid market in the Ordinary Shares will be maintained or that the Ordinary Shares will trade at prices close to their underlying Net Asset Value. Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value or at all. |
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| The ownership and voting interests of any existing Shareholders not participating in the Initial Issue will be diluted. * Furthermore, following the Initial Issue, the Company will have authority to issue up to 598,114,093 New Ordinary Shares (less the number of New Ordinary Shares issued pursuant to the Initial Issue) on a non-pre-emptive basis (conditional on the passing of the Issue Resolutions to be proposed at the General Meeting to be held on 20 September 2021). Any further issues of Ordinary Shares will be dilutive to those Shareholders who cannot, or choose not to, participate in such issues. |
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| 4. | Key information on the offer of securities to the public and the admission to trading on a regulated market |
| a. | Under which conditions and timetable can I invest in this security? |
| i. | General terms and conditions |
| The Initial Issue New Ordinary Shares are being made available under the Initial Issue at the Issue Price of 109 pence per Ordinary Share. The |
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| Initial Issue comprises the Initial Placing, the Open Offer, the Offer for Subscription and the Intermediaries Offer. | |
| Alvarium Securities has agreed to use its reasonable endeavours to procure subscribers pursuant to the Initial Placing for New Ordinary Shares on the terms and subject to the conditions set out in the Placing and Offer Agreement. The Initial Placing will close at 5.00 p.m. on 22 September 2021 (or such later date, not being later than 31 December 2021, as the Company, Alvarium Securities and the Sponsor may agree). If the Initial Placing is extended, the revised timetable will be notified through a Regulatory Information Service. |
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| Qualifying Shareholders are being offered the opportunity, under the Open Offer, to apply for up to 1 New Ordinary Share for every 1 Existing Ordinary Share held and registered in their name as at the Record Date. Completed Application Forms and payments under the Open Offer must be received by 11.00 a.m. on 22 September 2021. |
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| Applications under the Offer for Subscription must be for a minimum subscription of 1,000 New Ordinary Shares and then in multiples of 1,000 New Ordinary Shares thereafter, although the Board may accept applications below the minimum amounts stated above in its absolute discretion. Completed Application Forms and payments under the Offer for Subscription must be received by 11.00 a.m. on 22 September 2021. |
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| Investors may subscribe for New Ordinary Shares at the Issue Price pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom are eligible to participate in the Intermediaries Offer. Investors may apply to any one of the Intermediaries to be accepted as their client. A minimum application of 500 New Ordinary Shares per Underlying Applicant will apply and thereafter an Underlying Applicant may apply for any higher amount. |
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| The Initial Issue is conditional, inter alia, on: (a) the passing of the Issue Resolutions to be proposed at the General Meeting to be held on 20 September 2021; (b) the Placing and Offer Agreement becoming wholly unconditional (save as to Initial Admission) in respect of the Initial Issue and not having been terminated in accordance with its terms prior to Initial Admission; and (c) Initial Admission becoming effective on or before 8.00 a.m. on 27 September 2021 or such later time and/or date as the Company, Alvarium Securities and the Sponsor may agree (being not later than 8.00 a.m. on 31 December 2021). |
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| The Placing Programme Following completion of the Initial Issue (and conditional on passing of the Issue Resolutions at the General Meeting), the Directors will be authorised to issue further New Ordinary Shares pursuant to the Placing Programme without having to first offer those New Ordinary Shares to existing Shareholders. The Placing Programme may be implemented by a series of Subsequent Placings at the Placing Programme Price during the period from 28 September 2021 to 1 September 2022 (or any earlier date on which it is fully subscribed). |
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| The Placing Programme Price of any Subsequent Placing will be determined by the Company and will be not less than the prevailing Net Asset Value per Ordinary Share at the time of issue plus a premium to cover the costs and expenses of such issue. |
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| Each Subsequent Placing under the Placing Programme is conditional, inter alia, on: (a) the Placing Programme Price being determined by the Directors as described below; (b) Admission of the New Ordinary Shares being issued pursuant to such Subsequent Placing; (c) the Placing and Offer Agreement becoming otherwise unconditional in respect of the relevant Subsequent Placing in all respects and not having been terminated on or before the date of such Admission; and (d) a valid supplementary prospectus being published by the Company if such is required by the Prospectus Regulation Rules. |
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| ii. | Expected Timetable of Principal Events | |
|---|---|---|
| Initial Issue | 2021 | |
| Record Date for entitlements under the Open Offer | close of business on 27 August | |
| Publication of the Prospectus, posting of the Notice of General Meeting and the Application Forms and Initial Issue opens |
2 September | |
| Ex-entitlement date for the Open Offer | 8.00 a.m. on 2 September | |
| Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders |
as soon as possible on 3 September | |
| Latest time and date for receipt of proxy appointments in connection with the General Meeting |
11.00 a.m. on 16 September | |
| Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST |
4.30 p.m. on 16 September | |
| Recommended latest time and date for depositing Open Offer Entitlements into CREST | 3.00 p.m. on 17 September | |
| General Meeting | 11.00 a.m. on 20 September | |
| Recommended latest time for splitting Open Offer Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 20 September | |
| Announcement of the results of the General Meeting through an RIS | 20 September | |
| Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions |
11.00 a.m. on 22 September | |
| Latest time and date for receipt of completed Offer for Subscription Application Forms and, if applicable, Tax Residency Self-Certification Forms, and payment in full under the Offer for Subscription |
11.00 a.m. on 22 September | |
| Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer |
3.00 p.m. on 22 September | |
| Latest time and date for commitments under the Initial Placing | 5.00 p.m. on 22 September | |
| Announcement of the results of the Initial Issue | 23 September | |
| Initial Admission and dealings in the New Ordinary Shares commence | 8.00 a.m. on 27 September | |
| CREST accounts credited with uncertificated New Ordinary Shares in respect of the Initial Issue |
as soon as possible on 27 September | |
| Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to the Initial Issue despatched by post in the week commencing |
4 October | |
| Placing Programme | ||
| Subsequent Placings under the Placing Programme | between 28 September 2021 and 1 September 2022 |
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| Publication of Placing Programme Price in respect of each Subsequent Placing | as soon as practicable in conjunction with each Subsequent Placing |
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| Announcement of the results of each Subsequent Placing | as soon as practicable following the closing of each Subsequent Placing |
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| Admission and crediting of CREST accounts in respect of each Subsequent Placing | as soon as practicable following the allotment of shares pursuant to a Subsequent Placing |
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| Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to each Subsequent Placing despatched by post |
within 10 business days following the Admission of any Ordinary Shares pursuant to a Subsequent Placing |
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| iii. | Details of admission to trading on a regulated market | |
| Applications will be made to the Financial Conduct Authority for all of the New Ordinary Shares to be issued pursuant to the Initial Issue and the Placing Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market. |
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| iv. | Plan for distribution | |
| The Company is targeting an issue of approximately £262 million (gross) or approximately £257 million (net of expenses) through the issue of 240,570,465 New Ordinary Shares pursuant to the Initial Issue, comprising an Initial Placing, Open Offer, Offer for Subscription and Intermediaries Offer at the Issue Price of 109 pence per New Ordinary Share. If the overall demand exceeds this target, the Directors have reserved the right, with the consent of Alvarium Securities and the Sponsor, to increase the size of the Initial Issue up to 321,100,917 New Ordinary Shares by reallocating New Ordinary Shares that would otherwise be available under the Placing Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer. Any decision to increase the size of the Initial issue will only be made after careful consideration of the size and availability of the Company's investment pipeline. |
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| Following completion of the Initial Issue (and conditional on passing of the Issue Resolutions at the General Meeting), the Directors will be authorised to issue further New Ordinary Shares pursuant to the Placing Programme without having to first offer those New Ordinary Shares to existing Shareholders. The maximum number of New Ordinary Shares that may be issued pursuant to the Initial Issue and the Placing Programme is 550 million. |
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| v. | Amount and percentage of immediate dilution resulting from the issue The ownership and voting interests of any Shareholders not participating in the Initial Issue and/or any Subsequent Placing(s) |
|---|---|
| under the Placing Programme will be diluted. | |
| Assuming that 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue (being the target number of New Ordinary Shares to be issued thereunder): |
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| Qualifying Shareholders who take up their full Open Offer Entitlement will not suffer any dilution to their ownership * and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue; and |
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| Qualifying Shareholders who do not take up any of their Open Offer Entitlement and Shareholders who are not * eligible to participate in the Open Offer will suffer a maximum dilution of 50 per cent. to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue. |
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| Assuming that 240,570,465 New Ordinary Shares have been issued pursuant to the Initial Issue (being the target number of New Ordinary Shares to be issued thereunder), if a further 309,429,535 New Ordinary Shares are subsequently issued pursuant to the Placing Programme, there would be a dilution of approximately 39.1 per cent. in Shareholders' voting control of the Company immediately after the Initial Issue (assuming that such Shareholders choose not to, or are unable to, participate in any Subsequent Placings under the Placing Programme). |
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| vi. | Estimate of the total expenses of the issue |
| The costs and expenses of the Initial Issue are expected to be 2 per cent. of the Gross Issue Proceeds. | |
| For illustrative purposes only, assuming that 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue at the Issue Price of 109 pence per New Ordinary Share, the gross proceeds of the Initial Issue would be expected to be approximately £262 million and the costs and expenses of the Initial Issue would be expected to be approximately £5 million. |
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| The costs and expenses of each issue of New Ordinary Shares under the Placing Programme will depend on subscriptions received and the relevant Placing Programme Price, but are expected to be no more than 2 per cent. of the gross proceeds of each such issue under the Placing Programme. The costs and expenses of any Subsequent Placing will be covered by issuing such New Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue. |
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| For illustrative purposes only, assuming 550 million New Ordinary Shares are issued pursuant to the Initial Issue and the Placing Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at the Issue Price, this would result in gross issue proceeds under the Initial Issue and the Placing Programme of approximately £600 million, with the aggregate costs and expenses payable by the Company expected to be no more than £12 million. |
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| vii. | Estimated expenses charged to the investor |
| The expenses of, or incidental to, the Initial Issue will be paid by the Company. There are no commissions, fees or expenses to be charged to investors by the Company. |
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| All expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Intermediaries Offer. |
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| The costs and expenses of any Subsequent Placing will be paid by the Company and will be covered by issuing such New | |
| Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue. | |
| b. | Why is this prospectus being produced? |
| i. | Reasons for the issue |
| The Initial Issue is being made, and the Placing Programme is being implemented, in order to raise funds for the purpose of investment in accordance with the investment policy and objective of the Company and with a view to delivering further value for Shareholders. The Board believes that it continues to be in the interests of the Company and its Shareholders to grow the Company further by the issuance of new shares. |
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| ii. | The use and estimated net amount of the proceeds |
| The number of New Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Gross Issue Proceeds, is not known as at the date of this Prospectus but will be notified by the Company via a Regulatory Information Service announcement prior to Initial Admission. For illustrative purposes only, assuming that 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue at the Issue Price of 109 pence per New Ordinary Share, the gross proceeds of the Initial Issue would be expected to be approximately £262 million and the net proceeds of the Initial Issue would be expected to be approximately £257 million. |
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| The net proceeds of any Subsequent Placings under the Placing Programme are dependent on the number of New Ordinary Shares issued and the relevant Placing Programme Price(s). |
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| For illustrative purposes only, assuming 550 million New Ordinary Shares are issued pursuant to the Initial Issue and the Placing Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at the Issue Price, this would result in gross issue proceeds under the Initial Issue and the Placing Programme of approximately £600 million and net issue proceeds of at least £588 million. The Company will invest the net issue proceeds of the Initial Issue and any Subsequent Placing in accordance with the |
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| Company's investment objective and policy. | |
| iii. | Underwriting Neither the Initial Issue nor the Placing Programme is being underwritten. |
| iv. | Material conflicts of interest As at the date of this Prospectus, there are no interests that are material to the Initial Issue or the Placing Programme and no conflicting interests. |
An investment in the New Ordinary Shares carries a number of risks including (without limitation) the risk that the entire investment may be lost. In addition to all other information set out in this Prospectus, the following specific factors should be considered when deciding whether to make an investment in the New Ordinary Shares. The risks set out below are those which are considered to be the material risks relating to an investment in the New Ordinary Shares but are not the only risks relating to the Ordinary Shares or the Company. No assurance can be given that Shareholders will realise profit on, or recover the value of, their investment in the New Ordinary Shares. It should be remembered that the price of Ordinary Shares and the income from them can go down as well as up.
The Directors believe that the risks described below are the material risks relating to the New Ordinary Shares at the date of this Prospectus. Additional risks and uncertainties not currently known to the Directors, or that the Directors deem immaterial at the date of this Prospectus, may also have an adverse effect on the performance of the Company and the value of the New Ordinary Shares. Investors should review this Prospectus carefully and in its entirety and consult with their professional advisers before making an application to participate in the Initial Issue or the Placing Programme.
As required by the UK Prospectus Regulation, the risk that the Directors consider to be the most material risk in each category, taking into account the negative impact on the Company and the probability of its occurrence, has been set out first. Given the forwardlooking nature of the risks, there can be no guarantee that any such risk is, in fact, the most material or the most likely to occur. Investors should, therefore, review and consider each risk.
The Company may not achieve its investment objective. Meeting the investment objective is a target but the existence of such an objective should not be considered as an assurance or guarantee that it can or will be met. In addition, the Company has a limited operating history and investors have a limited basis on which to evaluate the Company's ability to achieve its investment objective. The past performance of the Company cannot be relied upon as an indicator of its future performance.
The Company's investment objective includes the aim of providing Shareholders with an inflationprotected income and capital growth over the medium term. The payment of future dividends and the level of any future dividends paid by the Company is subject to the discretion of the Directors and will depend upon, amongst other things, the Company successfully pursuing its investment policy and the Company's earnings, financial position, cash requirements, level and rate of borrowings and availability of profit, as well as the provisions of relevant laws or generally accepted accounting principles from time to time. There can be no assurance that any dividends will be paid in respect of any financial year or period and no guarantee as to the level of any future dividends to be paid by the Company. There is no guarantee that the Company will achieve the stated target total NAV return referred to in this Prospectus and therefore achieve its return objective.
The Company's target total NAV return set out in this Prospectus is a target only (and, for the avoidance of doubt, is not a profit forecast). There can be no assurance that the Company will meet this target, or any other level of return, or that the Company will achieve or successfully implement its investment objective. The Company may not be able to implement its investment objective and investment policy in a manner that generates returns in line with its targets. The existence of the target total NAV return should not be considered as an assurance or guarantee that it can or will be met by the Company.
Although the target total NAV return figure is presented as a specific figure in this Prospectus, the actual returns achieved by the Company's investment portfolio may vary from the target total NAV return and these variations may be material. The target total NAV return figure is based on the Investment Adviser's assessment of appropriate expectations for returns on the investments that the Company has made and proposes to make and the ability of the Investment Adviser to enhance the return generated by those investments through active asset management and based on assumptions including those relating to forecasts of increases in property capital, loan and rental values. There can be no assurance that these assessments, expectations and assumptions are correct and failure to achieve any or all of them may materially adversely impact the Company's ability to achieve the target total NAV return.
In addition, numerous factors, including, without limitation, taxation and fees payable by the Company or its intermediary holding entities, could prevent the Company from achieving its target total NAV return, even if the individual investments made by the Company were to achieve returns in line with the Company's stated targets.
The target total NAV return figure is based on estimates and assumptions about a variety of factors including, without limitation, purchase price, yield and performance of the Company's investments, which are inherently subject to significant business, economic and market uncertainties and contingencies, all of which are beyond the Company's control and which may adversely affect the Company's ability to achieve its target returns. Furthermore, the target total NAV return figure is based on the general and local market conditions and the economic environment at the time of assessing the target returns, and is therefore subject to change. In particular, the Company's stated target total NAV return assumes no material changes will occur in government regulations or other policies, or in law and taxation, or changes in the political approach to real estate investment or to the laws governing homelessness and housing benefit, and that the Company is not affected by natural disasters, terrorism, social unrest or civil disturbances or the occurrence of risks described elsewhere in this Prospectus. There is no guarantee that actual (or any) returns can be achieved at or near the levels set out in this Prospectus. Accordingly, the actual rate of return achieved may be materially lower than that targeted, or may result in a partial or total loss, which could have a material adverse effect on the Company's profitability, the NAV and the price of the Ordinary Shares.
The Company has not entered into any legally binding contractual arrangements to acquire any further properties from any potential vendors. There can therefore be no assurance as to how long it will take for the Company to invest the Net Issue Proceeds.
Although the Company, acting on advice from the Investment Adviser, has identified a number of available properties that are consistent with its investment objective and investment policy (details of which are set out in Part 2 of this Prospectus), there can be no certainty that the Company will be able to acquire these or other properties on acceptable terms or at all. The past performance of the Investment Adviser in terms of the speed of deployment of the net proceeds of the Company's £240 million IPO and the debt drawn on the Group's debt facility cannot be taken as an indication of the speed of deployment of the Net Issue Proceeds.
Even where the Company, acting on advice from the Investment Adviser, has identified and approved the acquisition of a property in line with its investment objective and investment policy, it may encounter a number of delays before the property is finally acquired. These delays may arise as a result of, inter alia, conducting full and proper due diligence on the new property and any tenant(s), negotiating acceptable purchase contracts, proceeding to completion of the acquisition and obtaining any necessary approvals, consents and/or permits. Necessary approvals may be refused, or granted only on onerous terms, and any such refusals, or the imposition of onerous terms, may result in an investment not proceeding as originally intended and could result in significant costs associated with aborting the transaction being incurred by the Company.
In addition, the Company will also face competition from other property investors in identifying and acquiring suitable properties. Competitors may have greater financial resources than the Company and a greater ability to borrow funds to acquire properties and may have the ability or inclination to acquire real estate assets at higher prices or on less favourable terms than those the Company may be prepared to accept. Competition in the property market may also lead either to an oversupply of properties in the target market through over development or the price of existing properties being driven up through competing bids by potential purchasers.
Any delays in deployment of the Net Issue Proceeds may have an impact on the Company's results of operations, cash flows and the ability of the Company to pay dividends to Shareholders and to achieve the stated target total NAV return referred to in this Prospectus and therefore to achieve its return objective. Pending deployment of the Net Issue Proceeds, the Company intends to invest cash in cash deposits and cash equivalents for cash management purposed. Interim cash management is likely to yield materially lower returns than the expected returns from investments.
Prior to the Company entering into an agreement to acquire a property, the Investment Adviser, on behalf of the Company, will perform due diligence on the property concerned. In doing so, it would typically rely on third parties to conduct a significant portion of this due diligence (including legal reports on title and property valuations). There can be no assurance, however, that any due diligence examinations carried out by third parties on behalf of the Company in connection with any assets the Company may acquire will reveal all of the risks associated with that asset, or the full extent of such risks. To the extent that such third parties underestimate or fail to identify risks and liabilities (including any environmental liabilities) associated with the property in question, the Company may be affected by defects in title, or exposed to environmental, structural or operational defects or liabilities requiring remediation, which may not be covered by indemnities or insurance, or may be unable to obtain necessary permits or permissions which may have a material adverse effect on the Company's profitability, the NAV and the price of the Ordinary Shares.
A due diligence failure may also result in properties that are acquired failing to perform in accordance with projections, particularly as to rent and occupancy, which may have a material adverse effect on the Company's profitability, the NAV and the price of the Ordinary Shares.
Even where the Investment Adviser has been able to identify relevant risks and liabilities associated with a potential acquisition through the due diligence process, the contractual protections in the acquisition documentation may not be sufficient to protect the Group from such risks and liabilities. As a consequence, the Group may be affected by or exposed to risks against which it has insufficient or no protection or available remedies which may have a material adverse effect on the Group's financial condition, business, prospects and results of operations.
The Group uses borrowings to seek to enhance equity returns and to enable the Company to pursue its investment objective and will seek to continue to do so in the future, which exposes the Company to a variety of risks associated with borrowing
Any amounts that are secured under a bank facility are likely to rank ahead of Shareholders' entitlements and accordingly, should returns derived from the Group's investments not be sufficient to cover the costs and liabilities of such borrowings, on a liquidation of the Company, Shareholders may not recover their initial investment and in certain circumstances may lose their entire investment.
Whilst the use of borrowings should enhance the NAV per Ordinary Share where the value of the Group's investments is rising, it will have the opposite effect where the value of the Group's investments is falling. In addition, in the event that rental income from the Group's investments falls (for example as a result of defaults by tenants) the use of borrowings will increase the impact of such falls on the net revenue of the Group and this in turn will have an adverse effect on the Company's ability to pay dividends.
The Group's borrowing facility contains certain financial covenants relating to loan to value ratio and interest cover ratio, a breach of which would lead to a default on the loan. The Group must continue to operate within these financial covenants to avoid default. In the event that the Group breaches any of the financial covenants relating to its facility, the Group may be required to repay the loans early and, as a consequence, may be forced to sell assets at a price lower than that which would otherwise be achieved in an ordinary sale in order to fund such early repayment.
In addition, it is not certain that the Group will be able to refinance indebtedness as it matures or enter into new facilities on acceptable terms or at all. To date, the Group has borrowed on a fixed rate basis to mitigate the risk of movements in interest rates. To the extent that such arrangements are no longer available or are only available on terms which are not commercially acceptable to, or viable for, the Group, and the Group does not enter into suitable hedging arrangements, the Group may be exposed to interest rate risk due to fluctuations in the prevailing market rates. In the future, the Group may find it difficult or costly to refinance debt within the Group and may be subject to higher interest rates which increase costs. Any of the foregoing events may have a material adverse effect on the Group's financial condition, business, prospects and results of operations and ability to make distributions to Shareholders and may lead to further equity capital raisings by the Company or forced sales of assets.
The Company and the Investment Adviser expect to incur significant time and costs in connection with potential acquisitions, including third party costs in connection with identifying suitable investment opportunities, due diligence, negotiating transaction documentation and legal and accounting costs. In addition, the Company expects to incur certain third party costs, including in connection with financing, valuations and professional services associated with sourcing and analysis of suitable assets. Where prospective acquisitions do not proceed to completion, those costs incurred may adversely affect the Company's business, financial condition, results of operations and prospects.
Although the Company has, and aims to maintain, a portfolio diversified by sub-sector and tenant, all of the Company's assets are, and will be, invested in UK property and within a single sector: homeless accommodation. Consequently, any downturn in the UK and its economy, or regulatory changes in the UK (in relation to homelessness legislation or otherwise), could have a material adverse effect on the Company's results of operations or financial condition. Investing exclusively in a single sector and single asset class may lead to greater volatility in the value of the Company's investments and the NAV and may materially and adversely affect the performance of the Company and returns to Shareholders.
Returns achieved are reliant primarily upon the performance of the Company's portfolio. No assurance is given, express or implied, that Shareholders will be able to realise the amount of their original investment in the New Ordinary Shares. Revenues earned from, and the capital value and disposal value of, real estate assets held by the Company and the Company's business may be materially adversely affected by a number of factors inherent in investment in real estate assets. The Company may experience fluctuations in its operating results due to a number of factors, including changes in the values of properties in the Company's portfolio from time to time, changes in its rental income, operating expenses, occupancy rates, the degree to which it encounters competition and general economic and market conditions. Further, although the Company's properties are let or pre-let under 'triple net, full repairing and insuring leases', there may be increases in operating and other expenses or cash needs without a corresponding increase in turnover or tenant reimbursements, including as a result of increases in the rate of inflation in excess of rental growth, property taxes or statutory charges or insurance premiums, costs associated with tenant vacancies and unforeseen capital expenditure affecting properties which cannot be recovered from tenants.
Such variability in its operating results may be reflected in dividends, may lead to volatility in the market price of the Ordinary Shares and may cause the Company's results for a particular period not to be indicative of its performance in a future period. In addition, if the Company's revenues earned from tenants or the value of its real estate assets are adversely impacted by the above or other factors, the Company's financial condition, business, prospects and results of operations may be materially adversely affected.
The Company may utilise derivative instruments for efficient portfolio management purposes. Where the Company utilises derivative instruments, it is likely to take a credit risk with regard to the parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those entailed in exchange-traded transactions that generally are backed by clearing organisation guarantees, daily marking-to-market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between counterparties generally do not benefit from such protections and expose the parties to the risk of counterparty default. Accordingly, the Company's use of derivative instruments may expose the Company to greater risk and have a material adverse effect on the Company's performance.
The Company may seek to mitigate interest rate risk using derivative instruments. However, there can be no assurances or guarantees that the Company will successfully hedge against such risks or that adequate hedging arrangements will be available on an economically viable basis. Hedging arrangements may result in additional costs being incurred or losses being greater than if hedging had not been used.
There is a risk that the current government or future governments may take a different approach to homelessness and the level of government funding (including the level of 'exempt' housing benefit) made available to housing associations and other similar organisations. In particular, there could be changes to the law (including the Housing (Homeless Persons) Act 1977, Housing Act 1996, Homelessness Act 2002 and Homelessness Reduction Act 2017) and other regulation or practices of the government with regard to homelessness. Any such changes, including any reduction in the availability of housing benefit or any change in local government or housing association policy that ends or reduces the funding of rents for the Group's assets, may have an adverse effect on the ability of the Company to pursue its investment objective and policy, and may adversely affect the Group's business, financial condition, results of operations, ability to maintain its dividend policy, net asset value and/or the market price of the Ordinary Shares. In such event, the investment returns of the Company may be materially adversely affected.
Furthermore, the Group's properties must comply with laws and regulations which relate to, among other things, property, land use, development, zoning, health and safety requirements and environmental compliance. All of these laws and regulations are subject to change, which may be retrospective, and changes in regulations could adversely affect existing planning consent, costs of property ownership, the capital value of the Group's assets and the income arising from the Group's portfolio. Such changes could also adversely affect the Group's ability to use a property as intended and could cause the Group to incur increased capital expenditure or running costs to ensure compliance with new applicable laws or regulation. Changes in laws and governmental regulations governing leases could restrict the Group's ability to increase the rent payable by tenants, terminate leases or determine the terms on which a lease may be renewed.
The Group is subject to laws and regulations enacted by European, national and local governments. In particular, the Company is subject to and is required to comply with certain regulatory requirements that are applicable to listed closed-ended investment companies, including the Listing Rules, the UK Prospectus Regulation, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation, the UK AIFM Regime and the UK PRIIPs Regulation. In addition, the Company is subject to the continuing obligations imposed by the Financial Conduct Authority on all investment companies whose shares are listed on the Official List.
From 1 January 2021, certain elements of EU law were transposed into UK law by the EUWA and amended by secondary legislation made under EUWA. This "on-shoring" of EU law created a new body of UK domestic law derived from EU law ("Retained EU Law"). It is unclear how much Retained EU Law will diverge from EU law in the future.
Any change in the law and regulation affecting the Group may have a material adverse effect on the ability of the Company to carry on its business and successfully pursue its investment policy and on the value of the Company and/or the Ordinary Shares. In such event, the investment returns of the Company may be materially adversely affected.
As all of the Group's assets are, and will be, invested in UK property, the Company's performance will be subject to, among other things, the conditions of the property markets in the UK, which will affect both the value of any assets that the Group acquires and the income these assets produce.
The value of assets and the income produced will be impacted by the general macro-economic climate and the conditions of the real estate property market in the UK. Declines in the performance of the economy or the property market could have a negative impact on the Group's financial condition, business, prospectus and results of operations. See also the risk factor "Portfolio concentration risk may mean that the Company's performance is significantly affected by events outside its control".
In addition to the impact from the general economic climate, the property markets and prevailing rental rates in the UK may also be affected by factors such as an excess supply of properties, a fall in the general demand for rental property, reductions in tenants' and potential tenants' space requirements, the availability of credit and changes in laws and governmental regulations (both domestic and international), including those governing homelessness, real estate usage, zoning and taxes, all of which are outside of the Company's control.
These factors, including any property market recession or future deterioration in the property market could, inter alia: (i) make it harder for the Group to locate new tenants for its properties, (ii) lead to a lack of finance available to the Group; (iii) cause the Group to realise its investments at lower valuations than commercially desirable; and (iv) delay the timings of the Group's realisations. A decline in value of the Group's properties may also weaken the Group's ability to obtain financing for new investments. Any of the foregoing could have a material adverse effect on the ability of the Company to achieve its investment objective, on the NAV and on the market price of the Ordinary Shares.
The Group invests in commercial properties. Such investments are relatively illiquid (in comparison to other types of investments, such as bonds and securities, which have daily liquidity). Such illiquidity may affect the Company's ability to adjust, dispose of or liquidate any or all of its Portfolio in a timely fashion and at satisfactory prices in response to changes in economic, property market or other conditions.
There can be no assurance that, at the time the Company seeks to dispose of assets (whether voluntarily or otherwise), relevant market conditions will be favourable or that the Company will be able to maximise the returns on such disposed assets. To the extent that the property market conditions are not favourable, the Company may not be able to dispose of property assets at a gain and may even have to dispose of them at a loss. The Company may be forced to realise the disposal of an asset at a discount to the prevailing valuation of the relevant property, which may have a material adverse effect on the Company's profitability, the NAV and the price of the Ordinary Shares.
Dividends payable by the Company will be dependent on the income from the properties it owns. While the Company's dividend yield target is expected to be underpinned by secure and long-term lease agreements ultimately funded via central government income flows, as with any real estate transaction there can be no guarantee that tenants will comply with their rental obligations. Failure by tenants to comply with their rental obligations could affect the ability of the Company to pay dividends to Shareholders.
Property is inherently difficult to value due to the individual nature of each property. Furthermore, property valuation is inherently subjective. As a result, valuations are subject to uncertainty and there can be no assurance that the estimates resulting from the valuation process will reflect actual sales prices that could be realised by the Group in the future. The Administrator will rely on the independent valuation of the Group's properties in calculating the Company's NAV.
The Property Valuation Report in Part 6 of this Prospectus is made on the basis of certain assumptions which may not prove to reflect the true position. In determining the value of properties, valuers are required to make assumptions in respect of matters including, but not limited to, the existence of willing buyers in uncertain market conditions, title, condition of structure and services, environmental matters, statutory requirements, expected future rental revenues from the property and other information. Such assumptions may prove to be inaccurate. Incorrect assumptions underlying the valuation reports could negatively affect the value of any property assets the Group acquires and thereby have a material adverse effect on the Group's financial condition. This is particularly so in periods of volatility or when there is limited real estate transactional data against which property valuations can be benchmarked. There can also be no assurance that these valuations will be reflected in the actual transaction prices, even where any such transactions occur shortly after the relevant valuation date, or that the estimated yield and annual rental income will prove to be attainable.
Property investments can perform in a cyclical nature and values can increase or decrease. Economic, political, fiscal and legal issues can affect values as they can with any other investment. The Group's portfolio will be valued on each valuation date by a professional independent valuer as may be appointed by the Company from time to time.
To the extent valuations of the Group's properties do not fully reflect the value of the underlying properties, whether due to the above factors or otherwise, this may have a material adverse effect on the Group's financial condition, business, prospects and results of operations. It may also adversely affect the ability of the Group to secure financing on acceptable terms.
The investment policy provides that the Company may purchase already built property assets or, in some circumstances, forward fund property assets that are in construction. While cost overruns will be the contractual responsibility of the developer/contractor, forward funded projects are nonetheless subject to various hazards and risks associated with the construction and development of real estate, including personal injury and property damage, delays in the timely completion of projects and properties being available for occupancy, fraud or misconduct by an officer, employee or agent of a third party contractor, liability of the Company for the actions of the third party contractors or insolvency of third party contractors.
To the extent that such risks are not assumed by the developer and/or contractor (e.g. in the event of insolvency of the developer or contractor), the occurrence of any of these events could result in increased operating costs, fines and legal fees and potentially in reputational damage or criminal prosecution of the Company, and its Board and Investment Adviser, all of which could have an adverse effect on the Company's business, financial condition, results of operations, future prospects or the market price of the Ordinary Shares.
In addition, there is a risk of disputes with developers and/or contractors should they fail to perform against contractual obligations. Any litigation or arbitration resulting from any such disputes may increase the Company's expenses and distract the Board and the Investment Adviser from focusing their time on pursuing the investment objective of the Company.
In the event that a developer and/or contractor needs to be replaced, whether due to expiry of an existing contract, insolvency, poor performance or any other reason, the Company will be required to appoint a replacement developer and/or contractor. There can be no assurance that the Company would be able to retain a new developer and/or contractor on acceptable terms or at all. Any such replacement developer and/or contractor may be more costly to the Company. If it takes a long time to find a suitable developer and/or contractor, it could potentially lead to delays, lower technical and operating performance or downtime for the relevant asset or cancellation of key contracts. This could have a material adverse effect on the Company's financial position, results of operation and business prospects.
The Group's property assets may suffer physical damage resulting in losses (including loss of rent) which may not be compensated for by insurance, either fully or at all. In addition, there are certain types of losses, generally of a catastrophic nature, that may be uninsurable or are not economically insurable. Inflation, changes in building codes and ordinances, environmental considerations and other factors might also result in insurance proceeds being insufficient to repair or replace a property. Should an uninsured loss or a loss in excess of insured limits occur, the Group may lose capital invested in the affected property as well as anticipated future revenue from that property. In addition, the Group could be liable to repair damage caused by uninsured risks or pay for uninsured environmental clean-up costs. The Group might also remain liable for any debt or other financial obligations related to that property. Any material uninsured losses may have a material adverse effect on the Group's business prospects, results of operations and financial condition.
The value of an investment in the Company, and the income derived from it, if any, may go down as well as up and an investor may not get back the amount invested.
The market price of the Ordinary Shares, like shares in all investment companies, may fluctuate independently of their underlying net asset value and may trade at a discount or premium at different times, depending on factors such as supply and demand for the Ordinary Shares, market conditions and general investor sentiment. There can be no guarantee that any discount control policy will be successful or capable of being implemented. The market price of an Ordinary Share may therefore vary considerably from its underlying Net Asset Value.
The price at which the Ordinary Shares trade and the price at which investors may realise their investment is influenced by a large number of factors, some specific to the Group and its investments and some which may affect companies generally. Admission should not be taken as implying that there will be a liquid market for the Ordinary Shares. Consequently, the share price may be subject to greater fluctuation on small volumes of trading of Ordinary Shares and the Ordinary Shares may be difficult to sell at a particular price. The market price of the Ordinary Shares may not reflect their underlying Net Asset Value.
Shareholders do not have a right for their Ordinary Shares to be redeemed and the Company does not have a fixed winding-up date. While the Directors retain the right to effect repurchases of Ordinary Shares, they are under no obligation to do so at any time and Shareholders should not place any reliance on the willingness of the Directors so to act. Shareholders wishing to realise their investment in the Company may therefore be required to dispose of their Ordinary Shares in the market. There can be no guarantee that a liquid market in the Ordinary Shares will be maintained or that the Ordinary Shares will trade at prices close to their underlying Net Asset Value. Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value or at all.
There may be a limited number of holders of Ordinary Shares. Limited holders of Ordinary Shares may mean that there is limited liquidity in the Ordinary Shares which may affect: (i) an investor's ability to realise some or all of his investment; and/or (ii) the price at which such investor can effect such realisation; and/or (iii) the price at which such Ordinary Shares trade in the secondary market.
Although the Ordinary Shares are freely transferable, there are certain circumstances in which the Board may, under the Articles and subject to certain conditions, compulsorily require the transfer of the Ordinary Shares. These circumstances include where the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors: (i) would cause the assets of the Company to be treated as "plan assets" of any Benefit Plan Investor; (ii) would or might result in the Company and/or its shares and/or any of its appointed investment managers or investment advisers being required to be registered or qualified under the US Investment Company Act and/or the US Investment Advisers Act of 1940, as amended, and/or the US Securities Act and/or the US Exchange Act and/or any similar legislation (in any jurisdiction) that regulates the offering and sale of securities; (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the US Exchange Act; (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the US Code; (v) may cause the Company to become subject to any withholding tax or reporting obligation under FATCA or any similar legislation in any territory or jurisdiction (including the United Kingdom's International Tax Compliance Regulations 2015 (SI 2015/878), or to be unable to avoid or reduce any such tax or to be unable to comply with any such reporting obligation (including by reason of the failure of the Shareholder concerned to provide promptly to the Company such information and documentation as the Company may have requested to enable the Company to avoid or minimise such withholding tax or to comply with such reporting obligation); or (vi) creates a significant legal or regulatory issue for the Company under the US Bank Holding Company Act of 1956 (as amended) or regulations or interpretations thereunder.
The ownership and voting interests of any Shareholders not participating in the Initial Issue will be diluted.
Assuming that 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue (being the target number of New Ordinary Shares to be issued thereunder), Qualifying Shareholders who take up their full Open Offer Entitlement will not suffer any dilution to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue.
Qualifying Shareholders who do not take up any of their Open Offer Entitlement and Shareholders who are not eligible to participate in the Open Offer will suffer a maximum dilution of 50 per cent. to their ownership and voting interests in the Company if 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue.
Following the Initial Issue, the Company may issue further Ordinary Shares pursuant to the Placing Programme or otherwise. While the Companies Act contains statutory pre-emption rights for Shareholders in relation to issues of shares in consideration for cash, the Company will have authority to issue up to 598,114,093 Ordinary Shares (less the number of New Ordinary Shares issued pursuant to the Initial Issue) on a non-pre-emptive basis following the Initial Issue (conditional on the passing of the Issue Resolutions to be proposed at the General Meeting to be held on 20 September 2021). Where statutory pre-emption rights are disapplied, any further issues of Ordinary Shares will be dilutive to those Shareholders who cannot, or choose not to, participate in such issues.
Sales of Ordinary Shares or interests in the Ordinary Shares by significant investors could depress the market price of the Ordinary Shares. A substantial amount of Ordinary Shares being sold, or the perception that sales of this type could occur, could also depress the market price of the Ordinary Shares. Both scenarios, occurring either individually or collectively, may make it more difficult for Shareholders to sell the Ordinary Shares at a time and price that they deem appropriate.
The Company has no employees and the Directors have all been appointed on a non-executive basis. Whilst the Company has taken all reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations, the Company is reliant upon the performance of third party service providers for certain of its executive functions. In particular, the AIFM, the Investment Adviser, the Administrator and the Registrar will be performing services which are integral to the operation of the Company. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment could have a materially detrimental impact on the operation of the Company.
The past performance of other investments managed or advised by the Investment Adviser's affiliates or its affiliates' investment professionals cannot be relied upon as an indicator of the future performance of the Company. Investor returns will be dependent upon the Company successfully pursuing its investment objective and investment policy. The success of the Company will depend, inter alia, on the AIFM's and the Investment Adviser's ability to identify, acquire and realise properties in accordance with the Company's investment objective and investment policy. This, in turn, will depend on the ability of the Investment Adviser to apply its investment analysis processes in a way which is capable of identifying suitable properties for the Company to invest in. There can be no assurance that the Investment Adviser will be able to do so or that the Company will be able to invest its assets on attractive terms or generate any investment returns for Shareholders or indeed avoid investment losses.
The Company is reliant upon, and its success will depend on, the AIFM, the Investment Adviser and their personnel, services and resources.
The future ability of the Company to successfully pursue its investment objective and investment policy may, among other things, depend on the ability of the AIFM and the Investment Adviser to retain their existing staff and/or to recruit individuals of similar experience and calibre. The retention of key members of the team cannot be guaranteed. Furthermore, in the event of a departure of a key employee of the AIFM or the Investment Adviser, there is no guarantee that the AIFM or the Investment Adviser would be able to recruit a suitable replacement or that any delay in doing so would not adversely affect the performance of the Company.
The Company is subject to the risk that the Investment Management Agreement and the Investment Advisory Agreement may be terminated and that no suitable replacement will be found. If the Investment Management Agreement and the Investment Advisory Agreement are terminated and a suitable replacement is not secured in a timely manner or key personnel of the AIFM and the Investment Adviser are not available to the Company with an appropriate time commitment, the ability of the Company to execute its investment objective and investment policy may be adversely affected.
The AIFM, the Investment Adviser and their affiliates are involved in other activities which may on occasion give rise to conflicts of interest with the Company. In particular: (i) the AIFM, the Investment Adviser or their affiliates may manage and/or advise other funds and may provide investment management, investment advisory or other services in relation to these funds or future funds which may have similar investment policies to that of the Company; (ii) the AIFM, the Investment Adviser and their affiliates may carry on investment activities for their own accounts and for other accounts in which the Company has no interest; and (iii) the AIFM, the Investment Adviser and their affiliates may give advice and recommend investments to other managed accounts or investment funds which may differ from advice given to, or investments recommended or bought for, the Company, even though their investment policies may be the same or similar. If these conflicts of interest are managed to the detriment of the Company by the AIFM or the Investment Adviser they could materially and adversely affect the performance of the Company.
The levels of and reliefs from taxation may change, adversely affecting the financial prospects of the Company and/or the returns payable to and/or the tax treatment for Shareholders.
Investors should consult their tax advisers with respect to their particular tax situation and the tax effects of an investment in the Company. Statements in this Prospectus concerning the taxation of investors or prospective investors in Ordinary Shares are based upon current tax law and tax authority practice, each of which is potentially subject to change. The value of particular tax reliefs, if available, will depend on each individual Shareholder's circumstances. This Prospectus does not constitute tax advice and must not therefore be treated as a substitute for independent tax advice.
The Company cannot guarantee that the Group will remain qualified as a REIT. If the Group fails to remain qualified as a REIT, the Group will be subject to UK corporation tax on some or all of its property rental income and chargeable gains on the sale of properties, which could reduce the amounts available to distribute to Shareholders and change the tax status of distributions received by investors.
The requirements for maintaining REIT status are complex. Minor breaches of certain conditions within the REIT regime may result in additional tax being payable or, if remedied within a given period of time, may not be penalised, provided that the regime is not breached more than a certain number of times. A serious breach of the REIT regime may lead to the Group ceasing to be a REIT. If the Company or the Group fails to meet certain of the statutory requirements to maintain its status as a REIT, it may be subject to UK corporation tax on the profits of its Property Rental Business including any chargeable gains on the sale of some or all of its properties. This could reduce the reserves available to make distributions to Shareholders and the yield on the Ordinary Shares. In addition, incurring a UK corporation tax liability might require the Company to borrow funds, liquidate some of its assets or take other steps that could negatively affect its operating results. Moreover, if the Group's REIT status is withdrawn altogether because of a failure to meet one or more REIT conditions, disqualification from being a REIT may take effect from the end of the accounting period preceding that in which the failure occurred.
For the Group to maintain REIT status and as a result obtain full exemption from UK corporation tax on the profits (and, where relevant, gains) of its Property Rental Business, the Company is required to distribute annually to Shareholders an amount sufficient to meet the 90 per cent. distribution test by way of Property Income Distributions. The Company would be required to pay tax at regular UK corporation tax rates on any shortfall to the extent that the Company distributes as Property Income Distributions less than the amount required to meet the 90 per cent. distribution test for each accounting period. A failure to meet the 90 per cent. distribution test could also change the tax status of distributions received by investors.
In addition, differences in timing between the receipt of cash and the recognition of income for the purposes of the REIT Regime and the effect of any potential debt amortisation payments could require the Company to borrow funds to meet the distribution requirements that are necessary to achieve the full tax benefits associated with qualifying as a REIT, even if the then-prevailing market conditions are not favourable for these borrowings.
As a result of these factors, the constraints of maintaining REIT status could limit the Company's and the Group's flexibility to make investments.
The Company may become subject to an additional tax charge if it makes a distribution to, or in respect of, a Substantial Shareholder, that is broadly a company which has rights to at least 10 per cent. of the distributions or Ordinary Shares or controls at least 10 per cent. of the voting rights. This additional tax charge will not be incurred if the Company has taken reasonable steps to avoid paying distributions to a Substantial Shareholder. Therefore, the Articles contain provisions designed to avoid the situation where distributions may become payable to a Substantial Shareholder and these provisions are summarised at paragraph 3 of Part 7 of this Prospectus. These provisions provide the Directors with powers to identify Substantial Shareholders and to prohibit the payment of dividends on Ordinary Shares that form part of a Substantial Shareholding unless certain conditions are met. The Articles also allow the Directors to require the disposal of Ordinary Shares forming part of a Substantial Shareholding in certain circumstances where the Substantial Shareholder has failed to comply with the above outlined provisions.
To the extent that the Company may be a Reporting Financial Institution under FATCA and/or the Common Reporting Standard, or in connection with other tax information reporting obligations, it may require Shareholders to provide it with certain information in order to comply with its AEOI obligations which information may be provided to the UK tax authorities who may in turn exchange that information with certain other tax authorities.
This Prospectus contains forward-looking statements, including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or similar expressions. Such forwardlooking statements involve unknown risks, uncertainties and other factors which may cause the actual results, financial condition, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements speak only as at the date of this Prospectus. Subject to its legal and regulatory obligations (including under the UK Prospectus Regulation), the Company expressly disclaims any obligations to update or revise any forwardlooking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the UK Prospectus Regulation, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the UK Market Abuse Regulation and the Listing Rules.
Nothing in the preceding two paragraphs should be taken as limiting the working capital statement in paragraph 11 of Part 9 of this Prospectus.
This Prospectus (together with any supplementary prospectus published by the Company) should be read in its entirety before making any application for New Ordinary Shares. Prospective investors should rely only on the information contained in this Prospectus (together with any supplementary prospectus published by the Company).
No broker, dealer or other person has been authorised by the Company to issue any advertisement or to give any information or to make any representations in connection with the offering or sale of New Ordinary Shares other than those contained in this Prospectus (together with any supplementary prospectus published by the Company) and, if issued, given or made, such advertisement, information or representation must not be relied upon as having been authorised by the Company, Alvarium Securities, the Sponsor or any of their respective affiliates, officers, directors, employees or agents.
In connection with the Initial Issue and the Placing Programme, Alvarium Securities and any of its affiliates acting as an investor for its or their own account(s), may take up a portion of the New Ordinary Shares as a principal position and, in that capacity, may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in such New Ordinary Shares, any other securities of the Company or other related investments in connection with the Initial Issue, the Placing Programme or otherwise. Accordingly, references in this Prospectus to the New Ordinary Shares being issued, offered, subscribed or otherwise dealt with, should be read as including any issue or offer to, or subscription or dealing by, Alvarium Securities and any of its affiliates acting in such capacity as an investor for its or their own account(s). In addition, Alvarium Securities or its affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which Alvarium Securities or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Neither Alvarium Securities nor any of its affiliates intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so.
Under the Intermediaries Offer, the New Ordinary Shares are being offered to Intermediaries who will facilitate the participation of their retail investor clients (and any member of the public who wishes to become a client of that Intermediary) located in the United Kingdom. The Company consents to the use of this Prospectus in connection with any subsequent resale or final placement of securities by financial intermediaries in the United Kingdom on the following terms from the date on which they are appointed to participate in connection with any subsequent resale or final placement of securities and, in each case, until the closing of the period for the subsequent resale or final placement of securities by financial intermediaries at 3.00 p.m. on 22 September 2021, unless closed prior to that date.
The offer period within which any subsequent resale or final placement of securities by financial intermediaries can be made and for which consent to use this Prospectus is given commences on 2 September 2021 and closes on 22 September 2021, unless closed prior to that date (any such prior closure to be announced via a Regulatory Information Service).
Any financial intermediary using the Prospectus has to state on its website that it uses the prospectus in accordance with the consent and the conditions attached thereto. Intermediaries are required to provide the terms and conditions of the Intermediaries Offer to any prospective investor who has expressed an interest in participating in the Intermediaries Offer to such Intermediary. Information on the terms and conditions of any subsequent resale or final placement of securities by any financial intermediary is to be provided at the time of the offer by the financial intermediary.
The Company consents to the use of this Prospectus and accepts responsibility for the information contained in this Prospectus with respect to subsequent resale or final placement of securities by any financial intermediary given consent to use this Prospectus.
Information with respect to the Intermediaries (including a list of the Intermediaries that have been appointed in connection with the Intermediaries Offer) will be available on the Company's website at www.homereituk.com.
This Prospectus includes certain market, economic and industry data which were obtained by the Company from industry publications, data and reports compiled by professional organisations, analysts and data from other external sources. Where information has been referenced in this Prospectus, the source of that third party information has been disclosed. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.
In some cases, there is no readily available external information to validate market-related analyses and estimates, requiring the Company to rely on internally developed estimates and the Investment Adviser's and Directors' knowledge of the UK property market.
This Prospectus contains certain forecasts for CPI, which have been sourced from the HM Treasury Forecasts for the Economy (Medium term forecasts, May 2021) and open market rental growth forecasts, which have been sourced from the Investment Property Forum UK Consensus Forecasts Report (Spring 2021). Forecasts are inherently speculative and there can be no assurance that these forecasts will be met. The actual CPI figures and open market rental growth may vary from the forecasts and this variation may be material. Accordingly, the forecasts should be viewed with caution and no assurance is given as to their accuracy.
Unless otherwise indicated, all references in this Prospectus to "sterling", "pounds sterling", "£" or "pence" are to the lawful currency of the UK.
Some percentages and amounts in this Prospectus have been rounded. As a result of this rounding, figures shown as totals in this Prospectus may vary slightly from the exact arithmetic aggregation of the figures that precede them. In addition, certain percentages presented in this Prospectus reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.
A list of defined terms used in this Prospectus is set out at Part 10 of this Prospectus.
This Prospectus includes information regarding the track record and performance data of the Group, the AIFM and the Investment Adviser. Such information is not necessarily comprehensive and prospective investors should not consider such information to be indicative of the possible future performance of the Group or any investment opportunity to which the Prospectus relates. The past performance of the Group, the AIFM and the Investment Adviser is not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Group and/or the AIFM and/or the Investment Adviser.
Investors should not consider such information (particularly past returns) contained in this Prospectus to be indicative of the Group's future performance. Past performance is not necessarily indicative of future results, and there can be no assurance that the Group or its Portfolio will achieve comparable results to those presented in this Prospectus, that the Company, the AIFM or the Investment Adviser will be able to implement their investment strategies or achieve the Company's investment objective or that the returns generated by any investments by the Group will equal or exceed any past returns presented herein. Prospective investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment.
This Prospectus contains certain information in relation to dividend and total NAV return targets. These targets have been developed based upon assumptions with respect to future business decisions and conditions that are subject to change, including the Company's execution of its investment objective and strategies, as well as growth in the sector and markets in which the Group operates. As a result, the Company's actual results may vary from the targets set out in this Prospectus and those variations may be material. The Company does not undertake to publish updates as to its progress towards achieving any of these targets, including as it may be impacted by events or circumstances existing or arising after the date of this Prospectus or to reflect the occurrence of unanticipated events or circumstances. The Company has not defined by reference to specific periods the term "medium term". There can be no assurance that these targets will be met 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 yield and target total NAV return are reasonable or achievable.
The contents of this Prospectus are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Prospective investors should inform themselves as to:
Neither the Company nor Alvarium Securities nor any of their respective representatives is making any representation to an offeree or purchaser under the laws applicable to such offeree or purchaser. Prospective investors should consult with and must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment in New Ordinary Shares.
An investment in New Ordinary Shares should be regarded as a long-term investment. There can be no assurance that the Company's investment objective will be achieved. An investment in the Company is suitable only investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in the New Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the whole amount invested) which might result from such investment.
This Prospectus (together with any supplementary prospectus issued by the Company) should be read in its entirety before making any investment in New Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by and are deemed to have notice of, the provisions of the Articles, which investors should review.
Prospective investors should rely only on the information contained in this Prospectus (together with any supplementary prospectus issued by the Company). In making an investment decision, each investor must rely on their own examination, analysis and enquiry of the Company and the terms of the Initial Issue and/or the Placing Programme (as applicable), including the merits and risks involved. No person has been authorised to give any information or make any representations other than as contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the AIFM, the Investment Adviser, the Administrator, the Depositary, Alvarium Securities, the Sponsor or any of their respective affiliates, officers, directors, members, employees or agents. Without prejudice to the Company's obligations under the UK Prospectus Regulation, the Prospectus Regulation Rules, the Listing Rules, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, neither the delivery of this Prospectus nor any subscription for or purchase of New Ordinary Shares made pursuant to the Initial Issue or the Placing Programme shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Prospectus, or that the information contained herein is correct as at any time subsequent to the date of this Prospectus.
Prospective investors also acknowledge that: (i) they have not relied on Alvarium Securities or any person affiliated with Alvarium Securities in connection with any investigation of the accuracy of any information contained in this Prospectus (or any supplementary prospectus issued by the Company) or their investment decision; and (ii) they have relied only on the information contained in this Prospectus (together with any supplementary prospectus issued by the Company); and (iii) that no person has been authorised to give any information or to make any representation concerning the Company or its subsidiaries or the New Ordinary Shares (other than as contained in this Prospectus and any supplementary prospectus issued by the Company) and, if given or made, any such other information or representation should not be relied upon as having been authorised by the Company, Alvarium Securities or any of their respective affiliates.
Apart from the liabilities and responsibilities, if any, which may be imposed on Alvarium Securities, Alvarium RE Limited or the Sponsor by the FCA or under FSMA or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Alvarium Securities, Alvarium RE Limited nor the Sponsor makes any representation, express or implied, nor accepts any responsibility whatsoever for, the contents of this Prospectus nor for any other statement made or purported to be made by it or on its behalf in connection with the Company, the New Ordinary Shares, the Initial Issue, the Placing Programme or any Admission. Accordingly, Alvarium Securities, Alvarium RE Limited and the Sponsor (together with their respective affiliates), to the fullest extent permitted by law, disclaim all and any liability (save for any statutory liability) whether arising in tort, contract or which they might otherwise have in respect of this Prospectus or any other statement.
Statements made in this Prospectus are based on the law and practice in force in England and Wales as at the date of this Prospectus and are subject to changes therein.
The contents of the following website www.homereituk.com and www.alvariuminvestments.com do not form part of this Prospectus. Investors should base their decision whether or not to invest in the Ordinary Shares on the contents of this Prospectus alone.
References to times and dates in this Prospectus are, unless otherwise stated, to United Kingdom times and dates.
The information that a prospective investor in the Company provides in documents in relation to a subscription for New Ordinary Shares or subsequently by whatever means which relates to the prospective investor (if it is an individual) or a third party individual ("personal data") will be held and processed by the Company (and any third party to whom it may delegate certain administrative functions in relation to the Company) in compliance with (a) the EU General Data Protection Regulation 2016/679 ("EU GDPR") and/or the EU GDPR as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK GDPR") and the UK Data Protection Act 2018 (as amended from time to time) ("Data Protection Legislation"); and (b) the Company's privacy notice, a copy of which is available for review on the Company's website www.homereituk.com (and, if applicable, any other third party delegate's private notice) ("Privacy Notice").
Without limitation to the foregoing, each prospective investor acknowledges that it has been informed that such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) and in accordance with the Company's Privacy Notice for the purposes set out therein including:
For the purposes set out above, it may be necessary for the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) to:
The foregoing processing of personal data is required in order to perform the contract with the prospective investor to comply with the legal and regulatory obligations of the Company or otherwise is necessary for the legitimate interests of the Company.
If the Company (or any third party, functionary or agent appointed by the Company, which may include, without limitation, the Registrar) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that such transfer is in accordance with applicable Data Protection Legislation.
When the Company, or its permitted third parties, transfers personal information outside the United Kingdom (or the EEA, to the extent that the EU GDPR applies in respect of the personal data being transferred), it will ensure that the transfer is subject to appropriate safeguards in accordance with applicable Data Protection Legislation.
Prospective investors are responsible for informing any third party individual to whom the personal data relates to the disclosure and use of such data in accordance with these provisions.
Individuals have certain rights in relation to their personal data; such rights and the manner in which they can be exercised are set out in the Company's Privacy Notice.
The distribution of this Prospectus in jurisdictions other than the United Kingdom, the Channel Islands and the Isle of Man may be restricted by law and persons into whose possession this 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.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this Prospectus and the offering of New Ordinary Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this Prospectus is received are required to inform themselves about and to observe such restrictions.
Solely for the purposes of the product governance requirements contained within: (a) the UK's implementation of EU Directive 2014/65/EU on markets in financial instruments, as amended ("UK MiFID II") and (b) the UK's implementation of Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing UK MiFID II, and in particular Chapter 3 of the Product Intervention and Product Governance Sourcebook of the FCA (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 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 UK MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by UK 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 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 and/or the Placing Programme. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Alvarium Securities will only procure investors (pursuant to the Initial Placing and the Placing Programme) 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 UK 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.
As the Company is a REIT, the New Ordinary Shares will be "excluded securities" under the FCA's rules on non-mainstream pooled investments. Accordingly, the promotion of the New Ordinary Shares is not subject to the FCA's restriction on the promotion of non-mainstream pooled investments. The Company intends to conduct its affairs so that its Ordinary Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under UK MiFID II. The Directors consider that the requirements of Article 57 of the UK MiFID II Delegated Regulation will be met in relation to the New Ordinary Shares and that, accordingly, the New Ordinary Shares should be considered "non-complex" for the purposes of UK MiFID II.
In accordance with the UK PRIIPs Regulation, a key information document prepared in relation to the Company's Ordinary Shares, including the New Ordinary Shares to be issued pursuant to the Initial Issue and the Placing Programme, is available on the Company's website: www.homereituk.com. It is the responsibility of each distributor of New Ordinary Shares to ensure that its "retail clients" are provided with a copy of the key information document.
The AIFM is the manufacturer of the New Ordinary Shares for the purposes of the UK PRIIPs Regulation and Alvarium Securities is not a manufacturer for these purposes. Alvarium Securities does not make any representation, express or implied, or accept any responsibility whatsoever for the contents of the key information document prepared by the AIFM in relation to the Ordinary Shares nor accepts any responsibility to update the contents of the key information document in accordance with the UK PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such key information document to future distributors of New Ordinary Shares. Alvarium Securities and its 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 AIFM.
In relation to each Relevant Member State, no New Ordinary Shares have been offered or will be offered pursuant to the Initial Issue or the Placing Programme to the public in that Relevant Member State prior to the publication of a prospectus in relation to the New Ordinary Shares which has been approved by the competent authority in that Relevant Member State, or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Regulation, except that offers of New Ordinary Shares to the public may be made at any time under the following exemptions under the EU Prospectus Regulation:
provided that no such offer of New Ordinary Shares shall result in a requirement for the publication of a prospectus pursuant to Article 3(1) of the EU Prospectus Regulation in a Relevant Member State and each person to whom any such offer is made under the Initial Issue or the Placing Programme will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the EU Prospectus Regulation.
For the purposes of this provision, the expression an "offer to the public" in relation to any offer of New Ordinary Shares in any Relevant Member State means a communication in any form and by any means presenting sufficient information on the terms of the offer and any New Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the New Ordinary Shares.
Any prospective investor domiciled in the EEA that has received the Prospectus in any Relevant Member States should not subscribe for New Ordinary Shares (and the Company reserves the right to reject any application so made, without explanation) unless (i) the AIFM has confirmed that it has made the relevant notifications and/or applications in that Relevant Member State and is lawfully able to market the New Ordinary Shares into that Relevant Member State; or (ii) such investor has received the Prospectus on the basis of an enquiry made at the investor's own initiative and it is a person to whom the New Ordinary Shares may lawfully be offered under the AIFM Directive or under the applicable implementing legislation (if any) of that Relevant Member State.
Notwithstanding that the AIFM may have confirmed that it is able to market New Ordinary Shares to professional investors in a Relevant Member State, the New Ordinary Shares may not be marketed to retail investors (as this term is understood in the AIFM Directive as transposed in the Relevant Member States) in that Relevant Member State unless the New Ordinary Shares have been qualified for marketing to retail investors in that Relevant Member State in accordance with applicable local laws. At the date of this Prospectus, the New Ordinary Shares are not eligible to be marketed to retail investors in any Relevant Member State. Accordingly, the New Ordinary Shares may not be offered, sold or delivered and neither this Prospectus nor any other offering materials relating to such New Ordinary Shares may be distributed or made available to retail investors in those countries.
The Initial Issue and the Placing Programme that are referred to in this Prospectus are available, and are and may be made, in or from within the Bailiwick of Guernsey, and this Prospectus may only be distributed or circulated directly or indirectly in or from within the Bailiwick of Guernsey:
The Initial Issue, the Placing Programme and the Prospectus are not available in or from within the Bailiwick of Guernsey other than in accordance with paragraphs (i) and (ii) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.
Subject to certain exemptions (if applicable), the Company shall not raise money in Jersey by the issue anywhere of New Ordinary Shares, and this Prospectus relating to the New Ordinary Shares shall not be circulated in Jersey, without first obtaining consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended. No such consents have been obtained by the Company. Subject to certain exemptions (if applicable), offers for securities in the Company may only be distributed and promoted in or from within Jersey by persons with appropriate registration under the Financial Services (Jersey) Law 1998, as amended. It must be distinctly understood that the Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Company.
The Initial Issue and the Placing Programme are available, and are and may be made, in or from within the Isle of Man and this Prospectus is being provided in or from within the Isle of Man only:
The Initial Issue and Placing Programme referred to in the Prospectus and the Prospectus are not available in or from within the Isle of Man other than in accordance with paragraphs (a) and (b) above and must not be relied upon by any person unless made or received in accordance with such paragraphs.
Persons receiving the Prospectus may not distribute or send it in or into the United States or any other jurisdiction where to do so would or might contravene local securities laws or regulations. In particular, investors should note that the offer, issue and sale of the New Ordinary Shares have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. Accordingly, the New Ordinary Shares are being offered and sold outside the United States in reliance on the exemption from the registration requirements of the US Securities Act provided by Regulation S thereunder. The New Ordinary Shares may not be offered, sold, pledged or otherwise transferred or delivered, directly or indirectly, into or within the United States, except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States.
The enforcement by investors of civil liabilities under the United States federal securities laws may be adversely affected by the fact that the Company is incorporated under the laws of England and Wales, and that none of its Directors or officers are citizens or residents of the United States. In addition, the majority of its assets and the assets of its Directors and officers are located outside the United States. As a result, it may not be possible for investors in the United States to effect service of process within the United States upon the Company or its Directors and officers located outside the United States or to enforce in the US courts or outside the United States judgements obtained against them in US courts or in courts outside the United States, including judgement predicated upon the civil liability provisions of the federal, state or local securities laws of the United States. There is doubt as to the enforceability in England and Wales, whether by original actions or by seeking to enforce judgments of US courts, of claims based on the federal securities laws of the United States. In addition, punitive damages in actions brought in the United States or elsewhere may be unenforceable in England and Wales.
| Initial Issue | 2021 |
|---|---|
| Record Date for entitlements under the Open Offer | close of business on 27 August |
| Publication of the Prospectus, posting of the Notice of General Meeting and the Application Forms and Initial Issue opens |
2 September |
| Ex-entitlement date for the Open Offer | 8.00 a.m. on 2 September |
| Open Offer Entitlements enabled in CREST and credited to stock accounts of Qualifying CREST Shareholders |
as soon as possible on 3 September |
| Latest time and date for receipt of proxy appointments in connection with the General Meeting |
11.00 a.m. on 16 September |
| Recommended latest time and date for requesting withdrawal of Open Offer Entitlements from CREST |
4.30 p.m. on 16 September |
| Recommended latest time and date for depositing Open Offer Entitlements into CREST |
3.00 p.m. on 17 September |
| General Meeting | 11.00 a.m. on 20 September |
| Recommended latest time for splitting Open Offer Application Forms (to satisfy bona fide market claims only) |
3.00 p.m. on 20 September |
| Announcement of the results of the General Meeting through an RIS |
20 September |
| Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions |
11.00 a.m. on 22 September |
| Latest time and date for receipt of completed Offer for Subscription Application Forms and, if applicable, Tax Residency Self-Certification Forms, and payment in full under the Offer for Subscription |
11.00 a.m. on 22 September |
| Latest time and date for receipt of completed applications from the Intermediaries in respect of the Intermediaries Offer |
3.00 p.m. on 22 September |
| Latest time and date for commitments under the Initial Placing | 5.00 p.m. on 22 September |
| Announcement of the results of the Initial Issue | 23 September |
| Initial Admission and dealings in the New Ordinary Shares commence |
8.00 a.m. on 27 September |
| CREST accounts credited with uncertificated New Ordinary Shares in respect of the Initial Issue |
as soon as possible on 27 September |
| Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to the Initial Issue despatched by post in the week commencing2 |
4 October |
| Placing Programme | |
| Subsequent Placings under the Placing Programme | between 28 September 2021 and 1 September 2022 |
| Publication of Placing Programme Price in respect of each Subsequent Placing |
as soon as practicable in conjunction with each Subsequent Placing |
| Announcement of the results of each Subsequent Placing | as soon as practicable following the closing of each Subsequent Placing |
2 Underlying Applicants who apply to Intermediaries for New Ordinary Shares under the Intermediaries Offer will not receive share certificates.
Admission and crediting of CREST accounts in respect of each Subsequent Placing
Where applicable, definitive share certificates in respect of the New Ordinary Shares issued pursuant to each Subsequent Placing despatched by post
as soon as practicable following the allotment of shares pursuant to a Subsequent Placing
within 10 business days following the Admission of any Ordinary Shares pursuant to a Subsequent Placing
The dates and times specified in the timetable above are subject to change without further notice. All references to times in this Prospectus 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.
—————
| Issue Price* | 109 pence per New Ordinary Share |
|---|---|
| Number of Existing Ordinary Shares in issue as at the Latest Practicable Date |
240,570,465 |
| Target number of Ordinary Shares to be issued pursuant to the Initial Issue |
240,570,465 |
| Enlarged Share Capital immediately following the Initial Issue** | 481,140,930 |
| New Ordinary Shares as a percentage of the Enlarged Share Capital following the Initial Issue** |
50 per cent. |
| Target Gross Issue Proceeds** | approximately £262 million |
* The Issue Price is calculated by reference to the Estimated NAV per Ordinary Share as at 31 July 2021 (unaudited) of 104.63 pence, reduced by the Q4 Dividend of 0.84 pence per Ordinary Share that the Company is targeting in respect of the period from 1 May 2021 to 31 August 2021, and increased to reflect the costs and expenses of the Initial Issue and to provide a level of NAV per Ordinary Share accretion for existing Shareholders. The Q4 Dividend is a target only and, for the avoidance of doubt, is not a profit forecast.
** Assuming 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue. The total number of New Ordinary Shares to be issued pursuant to the Initial Issue is not known as at the date of this Prospectus but will be notified by an RIS announcement prior to Initial Admission. The Directors have reserved the right, with the consent of Alvarium Securities and the Sponsor, to increase the size of the Initial Issue up to 321,100,917 New Ordinary Shares if overall demand exceeds 240,570,465 New Ordinary Shares by reallocating New Ordinary Shares that would otherwise be available under the Placing Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer, with any such increase being notified by an RIS announcement.
| Maximum size of the Placing Programme | 550 million New Ordinary Shares (less |
|---|---|
the number of New Ordinary Shares issued pursuant to the Initial Issue)
Placing Programme Price not less than the prevailing Net Asset Value per Ordinary Share at the time of issue plus a premium to cover the costs and expenses of such issue
| ISIN – Open Offer Entitlement | GB00BP5XJ783 |
|---|---|
| SEDOL – Open Offer Entitlement | BP5XJ78 |
| ISIN – Ordinary Shares | GB00BJP5HK17 |
| SEDOL – Ordinary Shares | BJP5HK1 |
| Ticker – Ordinary Shares | HOME |
| Legal Entity Identifier | 213800A53AOVH3FCGG44 |
| Directors | Lynne Fennah (Non-executive Chairman) Marlene Wood (Non-executive Director) Peter Cardwell (Non-executive Director) Simon Moore (Non-executive Director) all independent and of the registered office below: |
|---|---|
| Registered Office | 6th Floor Bastion House 140 London Wall London EC2Y 5DN |
| AIFM | Alvarium Fund Managers (UK) Limited 10 Old Burlington Street London W1S 3AG |
| Investment Adviser | Alvarium Home REIT Advisors Limited 10 Old Burlington Street London W1S 3AG |
| Global Coordinator, Sole Bookrunner and Intermediaries Offer Adviser |
Alvarium Securities Limited 10 Old Burlington Street London W1S 3AG |
| Sponsor and Legal Adviser to the Global Coordinator, Sole Bookrunner and Intermediaries Offer Adviser |
Dickson Minto W.S. Broadgate Tower 20 Primrose Street London EC2A 2EW |
| Legal Adviser to the Company | Stephenson Harwood LLP 1 Finsbury Circus London EC2M 7SH |
| Depositary | Apex Depositary (UK) Limited 6th Floor Bastion House 140 London Wall London EC2Y 5DN |
| Administrator and Company Secretary | Apex Fund and Corporate Services (UK) Limited 6th Floor Bastion House 140 London Wall London EC2Y 5DN |
| Registrar | Link Group 10th Floor, Central Square 29 Wellington Street Leeds LS1 4DL |
| Receiving Agent | Link Group Corporate Actions 10th Floor, Central Square 29 Wellington Street Leeds LS1 4DL |
Auditor and Reporting Accountant BDO LLP
Independent Valuer Knight Frank LLP
55 Baker Street London W1U 7EU
55 Baker Street Marylebone London W1U 8AN
Home REIT plc is a closed-ended investment company incorporated in England and Wales on 19 August 2020 and registered as an investment company under Section 833 of the Companies Act. The Company conducts its affairs so as to enable it to continue to qualify as a REIT for the purposes of Part 12 of the CTA 2010 (and the regulations made thereunder). The Company's Ordinary Shares are admitted to the premium segment of the Official List of the Financial Conduct Authority and are traded on the London Stock Exchange's main market.
The investment objective of the Company is to deliver inflation-protected income and capital growth over the medium term for Shareholders through funding the acquisition and creation of high-quality homeless accommodation across the UK let on long-term index-linked leases.
The Company will target inflation-protected income and capital returns by investing in a diversified portfolio of homeless accommodation assets, let or pre-let to registered charities, housing associations, community interest companies and other regulated organisations that receive housing benefit or comparable funding from local or central government, on very long-term and index-linked leases.
The Company will invest in these assets directly or through holdings in special purpose vehicles and will seek to acquire high-quality properties, taking into account the following key investment considerations:
The Company will be dedicated to tackling homelessness in the UK and will target a wide range of sub-sectors within homelessness including, but not limited to, women fleeing domestic violence, people leaving prison, individuals suffering from mental health or drug and alcohol issues and foster care leavers.
The Company will seek to only acquire assets let or pre-let to robust tenants on long leases (typically 20 to 30 years to expiry or first break), with index-linked or fixed rental uplifts, in order to provide security of income and low cost of debt. The Company will only invest in assets with leases containing regular upward-only rental reviews. These reviews will typically link the growth in rents to an inflation index such as CPI (with potentially a minimum and maximum level) or alternatively may have a fixed annual growth rate.
The Company will neither undertake any direct development activity nor assume direct development risk. However, the Company may invest in fixed-price forward funded developments, provided they are pre-let to an acceptable tenant and full planning permission is in place. In such circumstances, the Company will seek to negotiate the receipt of immediate income from the asset, such that the developer is paying the Company a return on its investment during the construction phase and prior to the tenant commencing rental payments under the terms of the lease.
Where the Company invests in forward funded developments:
* the Company will pay a fixed price for the forward funded purchase, covering land, construction cost and developer's profit;
* all cost overruns will be the contractual responsibility of the developer/contractor; and
The Company may utilise derivative instruments for efficient portfolio management. The Company may engage in full or partial interest rate hedging or otherwise seek to mitigate the risk of interest rate increases as part of the Company's portfolio management.
The Company will not invest in other investment funds.
The Company will invest and manage its assets with the objective of spreading risk. In order to achieve a portfolio that is diversified by property, tenant and location, the Company will be subject to the following investment restrictions:
The investment limits detailed above will be calculated at the time of investment.
The Directors are focused on delivering capital growth over the medium term and intend to reinvest proceeds from future potential disposals in assets in accordance with the Company's investment policy. However, should the Company fail to re-invest the proceeds or part proceeds from any disposal within 12 months of receipt of the net proceeds, the Directors intend to return those proceeds or part proceeds to Shareholders in a tax efficient manner as determined by the Directors from time to time.
Cash held for working capital purposes or received by the Company pending reinvestment or distribution will be held in sterling only and invested in cash, cash equivalents, near cash instruments and money market instruments.
The Directors currently intend at all times to conduct the affairs of the Company so as to enable it to qualify as a REIT for the purposes of Part 12 of the CTA 2010 (and the regulations made thereunder).
The Company will at all times invest and manage its assets in a way that is consistent with its objective of spreading investment risk and in accordance with its published investment policy and will not at any time conduct any trading activity which is significant in the context of the business of the Company as a whole.
The Company will seek to utilise borrowings to enhance equity returns.
The level of borrowing will be on a prudent basis for the asset class and will seek to achieve a low cost of funds, whilst maintaining flexibility in the underlying security requirements and the structure of the Company.
The Directors intend that the Company will maintain a conservative level of aggregate borrowings with a maximum level of aggregate borrowings of 35 per cent. of the Company's Gross Asset Value at the time of drawdown of the relevant borrowings.
Debt will be secured at the asset level and potentially at the Company or SPV level, depending on the optimal structure for the Company and having consideration to key metrics including lender diversity, debt type and maturity profiles.
In the event of a breach of the investment policy and investment restrictions set out above, the Directors upon becoming aware of such breach will consider whether the breach is material, and if it is, notification will be made to a Regulatory Information Service.
No material change will be made to the investment policy without the approval of Shareholders by ordinary resolution at a general meeting, which will also be notified by an RIS announcement.
The Company intends that the Net Issue Proceeds will be invested as quickly as practicable following Initial Admission. The Investment Adviser estimates that the target Net Issue Proceeds should be substantially invested or committed within three to six months of Initial Admission. Under the terms of the Investment Advisory Agreement, no fees will be payable by the Company to the Investment Adviser on any cash raised under the Initial Issue that remains undeployed more than nine months after Admission.
The Independent Valuer valued the Portfolio at £327.86 million as at 31 July 2021 (unaudited).
The properties comprising the Portfolio were valued on an individual basis and no portfolio premium has been applied. As at the Latest Practicable Date, the Portfolio comprised 711 property assets let to 21 tenants across seven sub-sectors within homeless accommodation and had a long weighted average unexpired lease term of over 24 years to first break.3
The Portfolio was acquired at an average net initial yield of 5.85 per cent. (net of actual acquisition costs). The blended valuation yield of the Portfolio was 5.57 per cent. as at 31 July 2021, reflecting an average yield spread of 28 basis points to the average net initial yield on acquisitions.
The Portfolio is 100 per cent. let or pre-let under "triple net, full repairing and insuring leases", meaning that the tenant is obligated to pay all taxes, building insurance, other outgoings and repairs and maintenance costs on the property, in addition to the rent and service charge.
As at the Latest Practicable Date, the Portfolio contained contracted annual passing rent of £18.28 million, all of which were subject to annual, upward-only rent reviews linked to CPI.
3 Please note that the property valuation report included in Part 6 of this Prospectus refers to 710 property assets because two adjoining freehold properties have been valued by the Independent Valuer as a single asset.
The table below summarises the 711 assets which form the Portfolio as at the Latest Practicable Date:
| Region | Total rent (£) |
Rental exposure (%) |
Valuation (£) |
Valuation yield range (%) |
Value exposure (%) |
WAULT (years) |
Percentage of rents index linked or fixed (%) |
Number of assets |
|---|---|---|---|---|---|---|---|---|
| South East | 1,087,503 | 6.0 | 19,155,000 | 5.52 - 5.70 | 5.8 | 24.5 | 100 | 12 |
| London | 3,393,589 | 18.6 | 61,310,000 | 5.25 - 5.70 | 18.7 | 24.5 | 100 | 24 |
| North West | 1,834,404 | 10.0 | 32,605,000 | 5.42 - 5.69 | 9.9 | 24.4 | 100 | 60 |
| East of England. | 872,184 | 4.8 | 15,470,000 | 5.53 - 5.70 | 4.7 | 24.4 | 100 | 21 |
| West Midlands | 2,031,767 | 11.1 | 36,535,000 | 5.42 - 5.78 | 11.1 | 24.4 | 100 | 108 |
| South West Yorkshire and |
2,195,938 | 12.0 | 39,190,000 | 5.45 - 5.69 | 12.0 | 24.3 | 100 | 76 |
| the Humber | 2,522,590 | 13.8 | 44,915,000 | 5.45 - 5.72 | 13.7 | 24.1 | 100 | 101 |
| East Midlands | 2,122,167 | 11.6 | 38,385,000 | 5.46 - 5.68 | 11.7 | 24.4 | 100 | 116 |
| North East | 2,215,328 | 12.1 | 40,295,000 | 5.41 - 5.69 | 12.3 | 24.4 | 100 | 193 |
| 18,275,469 | 100.0 | 327,860,000 | 5.25 - 5.78 | 100.0 | 24.4 | 100 | 711 |
There has been no material change in the Company's investments between the Latest Practicable Date and the date of this Prospectus.
The Company aims to provide its Shareholders with secure and growing income along with capital growth over the medium-term.
Starting from the financial period commencing 1 September 2021, the Company intends to pay dividends on a quarterly basis in cash, by way of four equal interim dividends.
The Company is targeting a minimum total dividend of 2.5 pence per Ordinary Share for the first financial period to 31 August 2021. Starting from the financial period commencing 1 September 2021, the minimum targeted annual dividend yield will be 5.5 pence per Ordinary Share, with the potential to grow the dividend in absolute terms through upward-only inflation-protected long-term lease agreements. In addition, the targeted total NAV return will be a minimum of 7.5 per cent. per annum over the medium term.
In respect of the year ending 31 August 2021, the Company has declared and paid interim dividends of 0.83 pence per Ordinary Share in respect of the period from First Admission on 12 October 2020 to 31 December 2020 and 0.83 pence per Ordinary Share in respect of the period from 1 January 2021 to 30 April 2021.
In addition, in line with its stated dividend target, the Company is targeting an interim dividend of 0.84 pence per Ordinary Share in respect of the period from 1 May 2021 to 31 August 2021 (the "Q4 Dividend"). Holders of New Ordinary Shares will not be entitled to receive any dividends declared with a record date prior to the date of their issue. The Q4 Dividend (if declared) will have a record date prior to the issue of the New Ordinary Shares pursuant to the Initial Issue and, accordingly, holders of New Ordinary Shares issued pursuant to the Initial Issue or the Placing Programme will not be entitled to receive the Q4 Dividend in respect of those shares.
The dividend and return targets stated above (including the target Q4 Dividend) are targets only and not a profit forecast and there can be no assurance that they will be met. These targets have been developed based upon assumptions with respect to future business decisions and conditions that are subject to change, including the Company's execution of its investment objective and strategies, as well as growth in the sector and markets in which the Company operates. As a result, the Company's actual results may vary from the targets set out above and those variations may be material. The Company does not undertake to publish updates as to its progress towards achieving any of these targets, including as it may be impacted by events or circumstances existing or arising after the date of this Prospectus or to reflect the occurrence of unanticipated events or circumstances. The Company has not defined by reference to specific periods the term "medium term". There can be no assurance that these targets will be met 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 yield and target total NAV return are reasonable or achievable.
See also "Important Information – Forward-looking statements" above and the risk "The Company's targeted returns are based on estimates and assumptions that are inherently subject to significant uncertainties and contingencies, and the actual rate of return may be materially lower than the targeted returns" set out in the Risk Factors.
In order to comply with REIT status, the Company is required to meet a minimum distribution test for each year that it is a REIT. This minimum distribution test requires the Company to distribute 90 per cent. of the income profits of the Property Rental Business for each accounting period, as adjusted for tax purposes.
In order to increase the distributable reserves available to facilitate the payment of future dividends, the Company resolved on 3 September 2020 that, conditional upon First Admission and the approval of the Court, the amount standing to the credit of the share premium account of the Company immediately following completion of the Company's IPO be cancelled and transferred to a special distributable reserve. The Court approved the cancellation of the share premium account on 8 December 2020 and the cancellation was registered with the Registrar of Companies on 9 December 2020 following which the cancellation of the share premium account became effective. Accordingly, the amount of £233,353,351 previously held in the share premium account has been cancelled and credited to a special distributable reserve. The Company may, at the discretion of the Board, pay all or any part of any future dividends out of this special distributable reserve, taking into account the Company's investment objective.
The Group has appointed Knight Frank LLP as its independent valuer for the purposes of establishing the fair value of the Company's property portfolio. Valuations of the Group's properties are conducted on a semi-annual basis as at February and August in each year. In connection with the Initial Issue, the Independent Valuer has been instructed to undertake an additional valuation of the Group's Portfolio as at 31 July 2021. This valuation report is included in Part 6 of this Prospectus. There has been no material change to the values of the properties since 31 July 2021.
The valuations of the Group's properties are at fair value as determined by the Independent Valuer on the basis of market value in accordance with the internationally accepted RICS Appraisal and Valuation Standards. The valuations are based upon assumptions including future rental income and the appropriate capitalisation rate and the Independent Valuer makes reference to market evidence of transaction prices for similar properties.
Valuations will only be suspended in circumstances where the underlying information necessary to value the Group's properties cannot readily, or without undue expenditure, be obtained or in other circumstances (such as a systems failure of the Independent Valuer) which prevents the Group from making such valuations.
Details of each valuation, and of any suspension in the making of such valuations, will be announced by the Company via a Regulatory Information Service announcement as soon as practicable after the relevant valuation date.
For the purposes of the Initial Issue, an additional calculation of the Group's consolidated Estimated NAV (unaudited) and Estimated EPRA NTA (unaudited) has been made as at 31 July 2021 which was calculated on the basis of an independent valuation of the Portfolio as at that date. Calculations have been made in accordance with IFRS, in respect of the Estimated NAV, and EPRA Best Practice Recommendations, in respect of the Estimated EPRA NTA. As at that date, the Group had a consolidated Estimated NAV (unaudited) and Estimated EPRA NTA (unaudited) of £251.72 million (representing a cum-income Estimated NAV per Ordinary Share (unaudited) and Estimated EPRA NTA per Ordinary Share (unaudited) of 104.63 pence). Since the Company's Ordinary Shares were first admitted to trading on the London Stock Exchange's main market on 12 October 2020, the Ordinary Shares, including dividends paid to Shareholders, have delivered a total NAV return of 8.5 per cent., comprising growth in the Net Asset Value per Ordinary Share and dividends per Ordinary Share declared to 31 July 2021.4
The Net Asset Value and EPRA NTA (and Net Asset Value per Ordinary Share) are calculated on a semi-annual basis by the Administrator (and reviewed by the Company). Calculations are made in accordance with IFRS, in respect of the Net Asset Value, and EPRA Best Practice Recommendations, in respect of the EPRA NTA. Details of each valuation, and of any suspension in the making of such valuations, will be announced by the Company via a Regulatory Information Service announcement as soon as practicable after the end of the relevant period. The semi-annual valuations of the Net Asset Value and EPRA NTA (and Net Asset Value per Ordinary Share) are calculated on the basis of the most recent semi-annual independent valuation of the Company's properties.
The calculation of the Net Asset Value and EPRA NTA will only be suspended in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained or in other circumstances (such as a systems failure of the Administrator) which prevents the Administrator from making such calculations. Details of any suspension in making such calculations will be announced via a Regulatory Information Service announcement as soon as practicable after any such suspension occurs.
The Company will hold its first annual general meeting in 2022 and will then hold an annual general meeting each year thereafter. The annual report and accounts of the Group are made up to 31 August in each year with copies being made available to Shareholders within the following four months. The first annual report will be prepared to 31 August 2021. The Group also publishes unaudited half-yearly reports covering the six months to the end of February each year and copies of the unaudited half-yearly reports are made available on the Company's website (in accordance with the Companies Act) within the following three months.
As referred to in Part 8 of this Prospectus, the Company has also published audited consolidated financial statements of the Group for the period from incorporation on 19 August 2020 to 28 February 2021.
The Group's financial statements are prepared in accordance with IFRS.
The Board considers that it would be undesirable for the market price of the Ordinary Shares to diverge significantly from their Net Asset Value.
In the event that the Ordinary Shares trade at a premium to NAV, the Company may issue new Ordinary Shares.
4 The Estimated NAV and Estimated EPRA NTA are estimates of the Directors based on (a) the independent valuation of the Portfolio by Knight Frank LLP as at 31 July 2021 (as set out in Part 6 of this document), (b) statements and information received by the Company from its lending and depositary banks and (c) unaudited management information of the Group. The Estimated EPRA NTA has been calculated based on guidance published by EPRA, to disclose adjusted measures of NAV and earnings per share which are designed by EPRA to better reflect the core long-term operations of the business. The Estimated NAV and the Estimated EPRA NTA and the information used to prepare them have not been audited or reviewed by any person other than the Investment Adviser and the Directors. As such, there can be no assurance that an audited NAV and/or audited EPRA NTA as at 31 July 2021 would reflect the Estimated NAV and/or Estimated EPRA NTA as at 31 July 2021.
Conditional on the passing of the Issue Resolutions to be proposed at the General Meeting to be held on 20 September 2021, the Directors will have authority to issue up to 550 million New Ordinary Shares (less the number of New Ordinary Shares issued pursuant to the Initial Issue) on a non-pre-emptive basis pursuant to the Placing Programme during the period from 28 September 2021 to 1 September 2022.
In addition, on 3 September 2020, the Company was given authority to issue up to a further 48,114,093 Ordinary Shares on a non-pre-emptive basis (being 20 per cent. of the total number of Ordinary Shares in issue immediately following First Admission) until the conclusion of the Company's first annual general meeting in 2022. As at the date of this document, no Ordinary Shares have been issued pursuant to this authority. It is intended that renewal of this authority will be sought from Shareholders at each annual general meeting of the Company.
Shareholders' pre-emption rights over this unissued share capital have been disapplied so that the Directors will not be obliged to offer any such new Ordinary Shares to Shareholders on a pro rata basis. No Ordinary Shares will be issued at a price less than the (cum income) Net Asset Value per existing Ordinary Share at the time of their issue. Investors should note that the issuance of new Ordinary Shares is entirely at the discretion of the Board, and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of new Ordinary Shares that may be issued.
Ordinary Shares may be issued without the publication of a prospectus in accordance with exemptions set out in the UK Prospectus Regulation, which currently allow for the issue of shares representing, over a rolling period of 12 months, less than 20 per cent. of the number of shares of the same class already admitted to trading on the same regulated market, provided that such issue is not made by way of an offer of the Company's securities to the public.
The Companies Act allows companies to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. This would give the Company the ability to reissue Ordinary Shares quickly and cost effectively, thereby improving liquidity and providing the Company with additional flexibility in the management of its capital base. No Ordinary Shares will be sold from treasury at a price less than the (cum income) Net Asset Value per existing Ordinary Share at the time of their sale unless they are first offered pro rata to existing Shareholders.
The Company may seek to address any significant discount to NAV at which its Ordinary Shares may be trading by purchasing its own Ordinary Shares in the market on an ad hoc basis.
The Directors currently have the authority to make market purchases of up to 36,061,512 Ordinary Shares (being 14.99 per cent. of the total number of Ordinary Shares in issue immediately following First Admission), such authority to expire on the earlier of the conclusion of the first annual general meeting of the Company and 3 March 2022. The maximum price (exclusive of expenses) which may be paid for an Ordinary Share must not be more than the higher of: (i) 5 per cent. above the average of the mid-market values of the Ordinary Shares for the five Business Days before the purchase is made; or (ii) that stipulated by the regulatory technical standards adopted by the UK pursuant to the UK Market Abuse Regulation from time to time. Ordinary Shares will be repurchased only at prices below the prevailing NAV per Ordinary Share, which should have the effect of increasing the NAV per Ordinary Share for the remaining Shareholders. Ordinary Shares purchased by the Company may be held in treasury or cancelled.
It is intended that a renewal of the authority to make market purchases will be sought from Shareholders at each annual general meeting of the Company. Purchases of Ordinary Shares will be made within guidelines established from time to time by the Board and conducted in accordance with the Companies Act, the Listing Rules, the Disclosure Guidance and Transparency Rules and the UK Market Abuse Regulation and will be announced to the market through an RIS as soon as possible and in any event no later than 7.30 a.m. on the following day. Any purchase of Ordinary Shares would be made only out of the available cash resources of the Company. The Directors will have regard to the Company's REIT status when making any repurchase of Ordinary Shares.
Investors should note that the repurchase of Ordinary Shares is entirely at the discretion of the Board and no expectation or reliance should be placed on such discretion being exercised on any one or more occasions or as to the proportion of Ordinary Shares that may be repurchased.
The Company must comply with certain ongoing regulations and conditions (including minimum distribution requirements) in order to maintain its REIT status.
Potential investors are referred to Part 7 of this Prospectus for details of the REIT regime and taxation of the Company and the Shareholders in the UK. Investors who are in any doubt as to their tax position or who are subject to tax in jurisdictions other than the UK are strongly advised to consult their own professional advisers immediately.
As a REIT, the Ordinary Shares are "excluded securities" under the FCA's rules on non-mainstream pooled investments. Accordingly, the promotion of the Ordinary Shares will not be subject to the FCA's restriction on the promotion of non-mainstream pooled investments.
The Company intends to conduct its affairs so that its Ordinary Shares can be recommended by financial advisers to retail investors in accordance with the rules on the distribution of financial instruments under UK MiFID II. The Directors consider that the requirements of Article 57 of the UK MiFID II Delegated Regulation will be met in relation to the Ordinary Shares and that, accordingly, the Ordinary Shares should be considered "non-complex" for the purposes of UK MiFID II.
The Company's performance is dependent on many factors and potential investors should read the whole of this Prospectus and in particular the section entitled "Risk Factors" on pages 11 to 22.
The Company's investment strategy will seek to exclusively tackle homelessness in the UK whilst delivering inflation-protected income and capital returns underpinned by long-let and index-linked homeless accommodation assets.
The Company will target assets let on very long leases (typically 20 to 30 years) to registered charities, housing associations, community interest companies and other regulated organisations, which have a proven operating track record. The Company will seek to acquire assets across various sub-sectors within homelessness including, but not limited to, women fleeing domestic violence/abuse, people leaving prison, individuals suffering from mental health or drug and alcohol issues and foster care leavers.
Assets acquired by the Company will benefit from 'triple net, full repairing and insuring leases'. This is a lease agreement where the tenant is obligated to pay all taxes, building insurance, other outgoings and repair and maintenance costs on the property, in addition to the rent and service charge. Under such a lease, the tenant is responsible for all costs associated with the repair and maintenance of the building.
The Company will only invest in assets with leases containing regular upward-only rental reviews. These reviews will typically link the growth in rents to an inflation index such as CPI (with potentially a minimum and maximum level) or alternatively may have a fixed annual growth rate. Such rental reviews normally take place annually, with the rent review delivering an increase in the rent at the growth rate, compounded over the period. In this way, the income expected to be delivered to Shareholders is expected to exhibit inflation-linked income characteristics.
The Company will focus on well-located properties that provide a sustainable level of rent for the Company's tenants (being the registered charities, housing associations, community interest companies and other regulated organisations to whom the properties are let). The Company will seek to maintain a significant spread between the weekly rents charged on its properties to its registered charity and other tenants and the cost of alternative housing that would be, or is, otherwise used by local authorities to accommodate homeless people, such as local bed and breakfasts, hotels or guesthouses. This will also reduce the spread between assets' investment and vacant possession values, protecting the underlying capital.
There will be a focus on training and rehabilitation within the Company's homeless accommodation assets to provide individuals with the skills and confidence to find long-term accommodation and enable them to reintegrate back into society. However, the Company will not undertake responsibility for the provision of the care operations for individual occupants. Instead, such care will be provided by a professional care provider in this sector.
The sustainability of the Company's portfolio will be maintained by setting low starting rents that have been pre agreed with the relevant local authority with the vast majority of leases also containing a cap on the inflation linked annual rent reviews. This should generate savings for local authorities and other providers of accommodation to homeless people via lower rents versus more expensive alternative accommodation.
By way of example, the table below shows a comparison of example weekly rents per resident (payable by the housing provider tenant) against a typical weekly rate charged by bed and breakfast hotels currently used by local authorities to house homeless people in Liverpool and Birmingham, demonstrating that the spread can be more than 65 per cent.
| Property | Example Home REIT weekly rent per occupant |
Typical weekly rate for local Bed & Breakfast |
|---|---|---|
| Liverpool | £75 | £250 |
| Brimingham | £80 | £240 |
The fundamentals driving the continued growth and performance of the Company are:
The Company's pipeline has been developed principally through relationships with housing associations, charities, local authorities, landlords and high-quality developers of social housing assets (see "Pipeline" at paragraph 9, below). The Company will identify the areas in the UK where the need for more homeless accommodation is most acute and work with its contacts to source and develop new high-quality assets in these areas.
Government funding for each individual occupant generally represents the full cost of care and housing for that person and is paid from the Department for Work and Pensions to the relevant local authority, which then passes funds directly to the Company's tenants (being the housing associations, registered charities, community interest companies and other regulated organisations to whom the properties are let).
5 Housing (Homeless Persons) Act 1977, Housing Act 1996; Homelessness Act 2002 and Homelessness Reduction Act 2017; Domestic Abuse Act 2021
The income flow to the Company is funded through the provision of 'exempt' housing benefit paid directly to the Company's tenants from the relevant local authority. Such exempt status prevents local authorities from restricting the level of rent recoverable by the Company's tenants via housing benefit and enables such tenants to recover the full costs of providing additional support, care and services to its residents.
Rental levels for the Company's tenants are set at what the Investment Adviser considers to be a sustainable level with significant headroom between property rent and housing benefit allowance received from the local authority. The headroom between core lease rent payable on the Company's properties and housing benefit is represented by the management charge and the cost of intensive housing management/buildings upkeep associated with the provision of accommodation to homeless people.
Across the Portfolio, the average rent payable by a housing association (or other) tenant is approximately 45 per cent. of the total housing benefit received per property by that tenant providing a robust 2.25x portfolio rent cover. In addition, rents are be pre-agreed with local authorities and the leases provide for a cap on the inflation linked annual rent reviews to ensure that rents grow in a sustainable manner.
The homeless accommodation assets in the Portfolio are expected to give providers of homeless accommodation long-term security of tenure, which the Investment Adviser believes is crucial to rehabilitating vulnerable individuals and helping to break the cycle of homelessness seen in short term accommodation.
The Company is a passive landlord and does not undertake responsibility for the provision of the care operations for individual occupants. Instead, such care is provided by a professional care provider in this sector.
Inflation has historically outpaced open market rent reviews and it has been steadily increasing since 2016. As set out below, the anticipated continuing outperformance of inflation over open market rental growth forecasts is expected to prove advantageous to the Group's rental growth.
The HM Treasury Forecasts for the Economy (Medium term forecasts, May 2021) shows an average CPI growth forecast of 2.0 per cent. per annum from 2021 to 2025 (see below). The Investment Property Forum UK Consensus Forecasts Report (Spring 2021) shows an average open market rental growth forecast of 0.8 per cent. per annum from 2021 to 2025 (see below), which is materially lower than the above-mentioned HM Treasury CPI growth forecast.
| Year | Open market rental growth p.a. |
|---|---|
| 2021 | -1.7% |
| 2022 | 0.9% |
| 2023 | 1.7% |
| 2024 | 1.7% |
| 2025 | 1.6% |
| Average growth forecast p.a. | 0.8% |
————— Source: Investment Property Forum UK Consensus Forecasts (Spring 2021)
Year CPI p.a.
| 2021 | 1.6% |
|---|---|
| 2022 | 2.3% |
| 2023 | 2.1% |
| 2024 | 2.1% |
| 2025 | 2.0% |
| Average growth forecast p.a. | 2.0% |
————— Source: HM Treasury Forecasts for the UK Economy (Medium term forecasts, May 2021)
With higher inflation and more subdued open market rental growth, strategically the Company has taken advantage of this economic reality through acquiring inflation-linked leases. To date, 100 per cent. of the Company's rental income is linked to CPI. This allows for higher rental growth via rental increases in line with inflation.
This climate of continuing inflation together with the fixed low cost of debt (as detailed below) which the Group has secured, is expected to allow for:
The UK is in the grip of a housing emergency according to the housing and homelessness charity, Shelter.6 Recent figures published by the Ministry of Housing, Communities & Local Government show that local authorities in England owed a statutory duty to prevent or relieve homelessness to over 288,000 households in England between Q2 2019 and Q2 2020. These figures are 15 per cent. higher than the year before.7 In Q4 2020, the homeless charity Crisis estimated that 1 in 185 people in England were living without a home.8
Shelter's emergency helpline received 25,000 calls from people in England in Q4 2020 with a new person calling every minute during October and November.9 Since the outbreak of the COVID-19 pandemic at the end of Q1 2020, 90,000 people have called the charity's free national helpline with 65 per cent. of callers already experiencing homelessness or at risk of becoming homeless, 19 per cent. requiring urgent help to find temporary homeless accommodation and 18 per cent. seeking help to stay in their current home.
The number of rough sleepers identified across England has increased by 52 per cent. since 2010, with an estimated 2,688 people sleeping on the streets on a single night in Q3 2020.10 There is widespread debate as to the true accuracy of rough sleeping statistics; the Mayor of London
6 The Independent; We are in a housing emergency – from 'sex for rent' to evictions, the government needs to act by Polly Neate; 10 January 2021 7 Ministry of Housing, Communities & Local Government; Statutory Homelessness Annual Report 2019-2020, England;
1 October 2020 8 Crisis; More than 200,000 households across England will be homeless this Christmas; 3 December 2020; https://
www.crisis.org.uk/about-us/media-centre/more-than-200-000-households-across-england-will-be-homeless-this-christmas/ 9 Shelter; Shelter issues winter warning as someone calls its emergency helpline every minute; 1 December 2020; https://
england.shelter.org.uk/media/press_release/
shelter_issues_winter_warning_as_someone_calls_its_emergency_helpline_every_minute_ 10 Ministry of Housing, Communities & Local Government; Rough sleeping snapshot in England: autumn 2020; 25 February 2021; https://www.gov.uk/government/statistics/rough-sleeping-snapshot-in-england-autumn-2020/rough-sleeping-snapshot-inengland-autumn-2020
Homeless Link; Rough sleeping – our analysis; https://www.homeless.org.uk/facts/homelessness-in-numbers/rough-sleeping/ rough-sleeping-our-analysis
published figures estimating that as many as 4,227 people were seen sleeping on the streets in London in Q2 2020, representing a 33 per cent. increase on the same period in 2019.11
Many people only associate homelessness with "rough" sleeping on the streets. The reality, however, is that sleeping rough is the most extreme form of homelessness. Most homeless people, although not sleeping rough, have no permanent home, stay with relatives and friends or reside in temporary accommodation, such as bed and breakfast hotels, hostels, night shelters and refuges. Crisis recently estimated that 95 per cent. of homeless households in England are hidden from view; trapped in insecure, temporary accommodation or moving from sofa to sofa.12
There is no national figure for how many people are homeless in the UK due to the devolved nations' differing recording methods. Many homeless people are not picked up by these recording methods and Crisis estimates that as many as 62 per cent. of single homeless people do not show up in official homeless statistics.13
Homelessness has a devastating impact on individuals' lives, significantly affecting their physical and mental health. Compared to the general population, homeless people are 17 times more likely to experience abuse and violence and nine times more likely to take their own life.14
The Office for National Statistics ("ONS") recently published figures revealing that homeless deaths in England and Wales increased by 7.2 per cent. between 2018 and 2019 with 778 homeless people dying on the streets or in temporary accommodation in 2019. This represents a 61.4 per cent. increase in deaths among homeless people since the ONS started recording in 2013.15 The majority of deaths were attributed to drug-related poisoning, suicide and alcohol-specific causes. The average age at death was 46 years for men and 43 years for women. Separately, the Museum of Homelessness recently estimated that 976 homeless people died on the streets or in temporary accommodation in the UK in 2020, representing a 37 per cent. increase on the number of deaths noted in the same study carried out in 2019.16
For the last five years homelessness has been rising year on year in England. A household became homeless in England every four minutes between Q1 2018 and Q1 201917 and there was an 11 per cent. increase in the number of people sleeping rough or in temporary accommodation in England from Q2 2016 to Q1 2019.18 At the end of Q2 2020, the number of households residing in temporary accommodation in England was 14 per cent. higher than the year before, totalling 98,300.19 The number of families with dependent children placed in B&B-style accommodation increased from 630 at the end of March 2010 to 1,440 at the end of Q2 2020.20
11 Mayor of London – London Assembly; Third more rough sleepers on London's streets in lockdown; 18 September 2020; https://
www.london.gov.uk/press-releases/assembly/third-more-rough-sleepers-on-londons-streets 12 Crisis; More than 200,000 households across England will be homeless this Christmas; 3 December 2020; https:// www.crisis.org.uk/about-us/media-centre/more-than-200-000-households-across-england-will-be-homeless-this-christmas/
13 Kesia Reeve; The hidden truth about homelessness: Experiences of single homelessness in England; May 2011 14 Crisis; About homelessness; https://www.crisis.org.uk/ending-homelessness/about-homelessness/ 15 Office for National Statistics; Deaths of homeless people in England and Wales: 2019 registrations; December 2020; https:// www.ons.gov.uk/peoplepopulationandcommunity/birthsdeathsandmarriages/deaths/bulletins/
deathsofhomelesspeopleinenglandandwales/2019registrations 16 The Big Issue; Homelessness facts and statistics: The numbers you need to know in 2021; 30 June 2021; https://
www.bigissue.com/latest/britains-homelessness-shame-cold-hard-facts; 17 Shelter; A household became homeless every 4 minutes in England in the last year; 19 September 2019; https:// england.shelter.org.uk/media/press_release/a_household_became_homeless_every_4_minutes_in_england_in_the_last_year 18 Shelter; This is England: A Picture of Homelessness; December 2019
19 Ministry of Housing, Communities & Local Government; Statutory Homelessness Q2 2020 England; 29 October 2020 20 Wendy Wilson and Cassie Barton; House of Commons Briefing Paper Number 02110: Households in temporary
accommodation (England); 26 November 2020; https://commonslibrary.parliament.uk/research-briefings/sn02110
As shown below, homelessness has risen significantly in the North West and Midlands regions of England. The Company aims to continue to significantly invest in areas where homelessness is a growing problem in order to increase the availability of high quality, fit for purpose housing stock.
| Regional Trends | Homelessness in England at Q2 2019 |
% change since Q2 2016 |
|---|---|---|
| South East | 24,195 | 27% |
| South West | 7,127 | 0% |
| East | 16,696 | 18% |
| East Midlands | 4,818 | 50% |
| West Midlands | 23,715 | 64% |
| Yorkshire & Humber | 2,654 | 16% |
| North East | 1,061 | 4% |
| North West | 9,038 | 117% |
| London | 170,068 | 4% |
————— Source: Shelter; This is England: A Picture of Homelessness; December 201921
Homelessness is caused by a complex interplay between a person's individual circumstances and adverse external factors. Examples of these factors are:
A December 2020 report published by the Ministry of Housing, Communities and Local Government provides insights into the experiences of people sleeping rough. The findings are based on interviews with over 550 respondents, all of whom who had slept rough within the last year. The report found that 82 per cent. of those surveyed had a mental health vulnerability, 83 per cent. had a physical health need, and 60 per cent. had a substance misuse need. Before experiencing rough sleeping, 91 per cent. had stayed in a form of short-term homeless accommodation and 71 per cent. had sofa surfed.23
Between 2018 and 2019, 11,435 people were released from prison into homelessness and in Q2 2020, an estimated 13 per cent. of people released from prison did not have a home to go to.24 In a 2019 paper, the Ministry of Justice estimated that the social and economic cost of re-offending is in excess of £18 billion a year.25 41 per cent. of single homeless people surveyed by Crisis had
21 Source contains full details of Shelter's calculation methods 22 Women's Aid; Women escaping domestic abuse left at risk of homelessness; 11 September 2019; https://
www.womensaid.org.uk/women-escaping-domestic-abuse-left-at-risk-of-homelessness/ 23 Ministry of Housing, Communities and Local Government; Understanding the Multiple Vulnerabilities, Support Needs and Experiences of People who Sleep Rough in England; December 2020; https://assets.publishing.service.gov.uk/government/
uploads/system/uploads/attachment_data/file/944598/Initial_findings_from_the_rough_sleeping_questionnaire_access.pdf 24 Guardian Newspaper; Thousands of high-risk offenders in UK 'freed into homelessness'; https://www.theguardian.com/uk-
news/2020/jul/08/thousands-of-high-risk-offenders-in-uk-freed-into-homelessness 25 Alexander Newton, Xennor May, Steven Eames & Maryam Ahmad (Ministry of Justice); Economic and social costs of reoffending; 2019; https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/814650/ economic-social-costs-reoffending.pdf;
previously served a prison sentence26 and data obtained by the Guardian Newspaper from the Ministry of Justice shows that 66.6 per cent. of prisoners who identify as homeless reoffend within a year of release.27 The Institute for Policy Research has estimated that a 20 per cent. reduction in reoffending could be achieved via the provision of stable housing to a prison leaver.28
Local housing authorities are under a statutory duty to secure accommodation for families or individuals who are unintentionally homeless and in priority need. They also have a duty to provide meaningful help to any person who is homeless or at risk of becoming homeless irrespective of their priority need status.29
Current accommodation for homeless people is limited in quantum and often sub-standard and uneconomical. Poor quality privately rented housing stock or expensive bed and breakfast hotels are frequently being utilised by local authorities to manage increasing demands for accommodation. Between Q1 2011 and Q2 2018 the number of households placed in temporary accommodation in England increased by 65 per cent.30 and between Q3 2019 and the end of Q2 2020, the total number of households accommodated in bed and breakfasts in England increased by 60 per cent.31
The current lack of purpose-built accommodation for homeless people is felt acutely by local authorities. A research project commissioned by Crisis, reveals that the fastest-growing component of homelessness is households living in unsuitable temporary accommodation; the proportion of homeless situations attributable to such accommodation increased 260 per cent. between 2010 and 2018.32 This reflects the growing pressure on local authorities as increased demand has faced a static or falling supply of accommodation.
Analysis published by Shelter reveals that local authorities across England spent over £1bn on temporary accommodation (such as hostels, bed and breakfast hotels and private rentals) in 2018- 19, with spending on bed and breakfast accommodation increasing 111 per cent. in the period from 2014 to 2019.33
| Homeless Households at Q3 2020 | Number of households in B&Bs | 10,380 |
|---|---|---|
| Increase since Q3 2011 | 208% | |
| Q1 2019 – Q1 2020 | Amount spent on B&B accommodation |
£410,341,000 |
| Proportion of overall spending on temporary accommodation |
30% | |
| Q1 2015 – Q1 2020 | Increase in amount spent on B&B accommodation over five years |
123% |
26 Crisis; Laws and Rights; https://www.crisis.org.uk/ending-homelessness/law-and-rights
27 Guardian Newspaper; Two-thirds of homeless ex-prisoners reoffend within a year; https://www.theguardian.com/society/2019/ aug/12/two-thirds-of-homeless-ex-prisoners-reoffend-within-a-year
28 Social Exclusion Unit; Reducing re-offending by ex-prisoners; July 2002; https://www.prisonstudies.org/sites/default/files/
resources/downloads/reducing_report20pdf.pdf 29 Housing (Homeless Persons) Act 1977; Housing Act 1996; Homelessness Act 2002 and Homelessness Reduction Act 2017 30 Wendy Wilson and Cassie Barton; House of Commons Briefing Paper Number 02110: Households in temporary
accommodation (England); 26 July 2018 31 Wendy Wilson and Cassie Barton; House of Commons Briefing Paper Number 02110: Households in temporary
accommodation (England); 26 November 2020; https://commonslibrary.parliament.uk/research-briefings/sn02110 32 Crisis; The homelessness monitor: England 2019; May 2019; https://www.crisis.org.uk/media/240419/
the_homelessness_monitor_england_2019.pdf 33 Shelter; Homelessness crisis costs councils over £1bn in just one year; 14 November 2019; https://england.shelter.org.uk/
media/press_releases/articles/homelessness_crisis_costs_councils_over_1bn_in_just_one_year; (Source contains full details of Shelter's calculation methods) 34 Ministry of Housing, Communities & Local Government; Live tables on homelessness; 22 April 2021; https://www.gov.uk/
government/statistical-data-sets/live-tables-on-homelessness
Ministry of Housing, Communities & Local Government; Local authority revenue expenditure and financing England: 2014 to 2015 individual local authority data – outturn; 2 February 2016; https://www.gov.uk/government/statistical-data-sets/localauthority-revenue-expenditure-and-financing-england-2014-to-2015-individual-local-authority-data-outturn
Figures released by the Ministry of Housing, Communities & Local Government in October 2020 show a further 17.4 per cent. annual increase in the number of households accommodated in B&Bs with 8,180 households living in bed and breakfast accommodation at the end of Q1 2020.35
Homeless individuals housed in accommodation let to housing associations (as opposed to private landlords) have been found to be substantially less likely to return to homelessness as shown below:
Tenants in housing association accommodation are over four times more likely to stay in their original property than tenants in privately rented accommodation.36
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Tenants in housing association accommodation are over three times less likely than tenants in private rented accommodation to become homeless again.37
The Investment Adviser is a signatory to the United Nations-supported Principles of Responsible Investment ("PRI") which represent a global standard for asset owners, investment advisers and service providers to incorporate environmental, social, and corporate governance ("ESG") policies into investment practice.
As a signatory to the PRI, the Investment Adviser is required to report annually on its responsible investment activities and in accordance with the PRI's reporting framework. These reporting requirements aim to ensure signatories' accountability and transparency and facilitate feedback from which signatories can then develop and learn.
35 Ministry of Housing, Communities & Local Government; Statutory Homelessness Annual Report 2019-2020, England;
1 October 2020 36 The Policy Institute: Kings College London (2016)
37 Ibid.
Signatories to the PRI recognise that they have a duty to act in the best long-term interests of their investors and, by applying the PRI, aim to align their investors' interests with broader objectives of society. Therefore, where consistent with its fiduciary responsibilities, the Investment Adviser has committed to:
Incorporate ESG issues into its investment analysis and decision-making processes
Promote acceptance and implementation of the PRI within the investment industry
Be an active owner and incorporate ESG issues into ownership policies and practices
Work with the PRI Secretariat and other signatories to enhance their effectiveness in implementing the PRI
Seek appropriate disclosure on ESG issues by any entities in which it invests
Report on activities and progress towards implementing the PRI
All of the Company's assets are let on 'green leases'. In these leases, the Company and its housing association (and other) tenants agree to cooperate to identify and implement appropriate strategies for the improvement of the relevant properties' environmental performance. This includes the improvement of energy consumption, water consumption and discharge, waste generation and management, generation and/or emission of greenhouse gases and other adverse environmental impacts arising from the operation or use of the properties.
In July 2021, the Company instructed The Good Economy Partnership Limited, a leading social advisory firm specialising in impact measurement, management and reporting, to carry out an independent assessment of the Company's performance against its impact objectives and expected outcomes and to report its findings to the Board (the "Good Economy Report").
The Company's impact objectives are to:
Based on the findings of the Good Economy Report, the Board is satisfied that the Company has, to date, met its impact objectives as follows:
The Company provides long-term accommodation to address the social need of those who are unintentionally homeless or at risk of homelessness. As at May 2021, the Company's properties provided homes for 3,035 people. Residents include people fleeing domestic violence, in poverty and suffering from mental health issues, as well as prison leavers.
The Company's growth is based on local need, as identified by local authorities and their not-forprofit housing partners. As at the date of the Good Economy Report, 79 per cent. of the Company's properties were in the 40 per cent. of local authorities with the highest rates of statutory homelessness in England.
The Company invests in both self-contained flats and Houses of Multiple Occupancy ("HMOs"). However, it will typically only invest in HMOs with fewer than 10 beds and rejects properties that it considers too large and not fit-for-purpose. The Company ensures that its homes are of good quality. As at the date of the Good Economy Report, the Company had invested £18.7 million in repurposing and redeveloping its properties (such costs being included within the purchase price paid).
In addition, the Company ensures that schemes are located centrally. As at the date of the Good Economy Report, the Company's properties were on average 196 meters from the nearest transport hub.
All of the Company's properties meet the Minimum Level of Energy Efficiency (EPC E). Even so, the Company aims to improve their energy efficiency and plans to improve all EPC E-graded properties within six months of acquisition and will monitor whether this is achieved.
The quality and strength of the Company's operating partners is critical to its positive impact creation. The management team of the Investment Adviser have assessed the market and decided to partner with and support the growth of organisations that have strong local authority support and which welcome the leasing model as a means of expanding their provision of homelessness accommodation.
As at the date of the Good Economy Report, the Company worked with 17 not-for-profit partners. Most of these are relatively small organisations and some have scaled up significantly since working with the Company and have now expanded to new locations.
The management team of the Investment Adviser is fully aware of difficulties that some specialist supported housing organisations encountered after scaling up rapidly using lease-based models and has put in place measures to mitigate this type of risk. The Investment Adviser's policies and processes ensure rigorous due diligence and ongoing monitoring and support of partners.
Partners provide a minimum of three hours of support per resident per week. This aims to help residents transition into living independently.
All of the Company's homes have been newly repurposed as social sector housing. They are typically converted from private housing.
The Company has been able to grow by working with dynamic housing partners. They have been able to scale up their housing provision significantly since starting to work with the Company.
The Board believes that the Company provides excellent value for money for its housing partners and good value for money for the taxpayer.
Historically, the Company's housing partners have rented properties at private market rates before leasing them to local authorities. Since the Company charges at or near the Local Housing Allowance (LHA), its housing is significantly more affordable for its partners.
Placing residents in the Company's properties is significantly cheaper for local authorities than B&B alternatives. For example, as at the date of the Good Economy Report, in Nottingham, the average rent charged to housing partners was £90 per week per bed, which compared to an average of £225 per week for a B&B.
What matters most is that the Company is helping to improve the lives of those who are homeless or at risk of homelessness. The Good Economy will deepen its assessment of partner organisations and the outcomes experienced by the Company's residents in the next impact report. To date, the residents that The Good Economy have spoken to were very satisfied with the quality of accommodation and the support from the housing partners is helpful and valued.
The Group's investment properties were independently valued as at 31 July 2021 by Knight Frank LLP at £327.86 million, representing an increase of approximately 4.8 per cent. above the aggregate acquisition price (including acquisition costs). The properties have been valued on an individual basis. No portfolio premium has been applied.
The NAV and EPRA NTA per share has increased to 104.63 pence as at 31 July 2021, an increase of 6.8 per cent. from the 98.0 pence (net of share issue costs) at the time of the Company's IPO in October 2020.
The asset value growth reflects, inter alia:
The headline statistics are:
| Beds | 3,846 |
|---|---|
| Properties | 711 |
| Average net initial yield | 5.85% |
| WAULT to first break | 24 years |
| Index-linked income or fixed uplifts | 100% |
| Tenants | 21 |
| Sub sectors | 7 |
| Local authority diversification | 81 |
The Company fully deployed the net proceeds of its £240 million IPO within five months of listing.
The Company has acquired high quality, well located assets with a long WAULT to first break of 24 years. The assets have been let to a wide range of tenants with robust financials and a proven long-term operating track record across a diverse range of homeless sub sectors and locations.
100 per cent. of the Group's assets contain rent reviews linked to CPI inflation thus providing strong inflation-protected income across the Group's portfolio. As at the Latest Practicable Date:
All of the assets acquired by the Group benefit from triple net, full repairing and insuring leases. These lease agreements oblige the tenants to pay all taxes, building insurance, other outgoings and repair and maintenance costs on the property, in addition to the rent and service charge, therefore avoiding any property cost leakage for the Group.
The Company has 711 properties across 81 local authority areas. The average building in the portfolio comprises five bed spaces and is either a house or small block of apartments with individual front doors.
As with all properties that the Company acquires, a full independent building condition survey is carried out prior to acquisition. As a result, over £100 million of transactions have been rejected by the Investment Adviser for not meeting the Company's standards with regards to the rent levels, building location, layout/suitability and/or reputation of the selling party.
All of the buildings in the Company's portfolio are of traditional construction with no system built or clad properties. All of the Company's assets are suitable for all types of residential accommodation, ensuring strong residual land value and alternative use options.
The Investment Adviser employs a number of techniques to secure assets for the Group at an attractive initial yield, without compromising on the asset quality, security of income or lease length, including:
* avoiding over-heated locations where yields are at historic lows;
* repeat business with longstanding counterparty relationships, including developers, vendors and agents; and
In addition to robust tenants and long, index-linked leases, the Group targets assets possessing strong residual land value and alternative use options which will preserve capital values. For example, the Group has acquired properties:
The Group entered into a new, 12-year, interest-only, fixed-rate, £120 million term loan agreement with Scottish Widows on 11 December 2020 (the "Facility"). The Facility was fully drawn down on 26 February 2021.
The Facility is repayable in December 2032 and has a fixed all-in rate payable of 2.07 per cent. per annum, for the duration of the 12-year loan term.
This fixed interest rate is 378 basis points lower than the Group's average net initial purchase yield on property acquisitions of 5.85 per cent. and this spread is expected to rise to approximately 536 bps by expiry of the 12-year loan facility (see below). The rate of 2.07 per cent. is highly accretive to the Group's anticipated future dividend and mitigates potential interest rate and refinancing risks for the 12-year period.
The Facility is secured against the assets acquired by the Group utilising the equity raised on admission in October 2020 and debt drawn down from the Facility.
The full drawing of the Facility reflects a loan-to-value ratio of 32.6 per cent. As set out in the Group's investment policy, the Group will maintain a conservative level of aggregate borrowings with a maximum level of aggregate borrowings of 35 per cent. of the Group's gross assets.
As at the date of this Prospectus, the Group is in the process of negotiating the terms of an additional fixed rate, fixed term, interest only debt facility with an annuity lender (the "New Facility"). The New Facility is subject to negotiation and credit approval and there can be no certainty that the New Facility will be made available to the Group (or on what terms it will be made available). If obtained, the New Facility will be used to make investments in accordance with the Company's investment objective and policy. As set out in the Group's investment policy, the Group will maintain a conservative level of aggregate borrowings with a maximum level of aggregate borrowings of 35 per cent. of the Group's gross assets.
The Directors, having been advised by the Investment Adviser, believe that the Company has a number of competitive advantages including:
* Demand dynamics: there is a critical need for further accommodation for homeless people in the UK, due to an increasing homeless population and a lack of available and affordable highquality, fit-for-purpose stock to address the problem. Local housing authorities are under a statutory duty to secure accommodation for individuals who are unintentionally homeless and in priority need but current accommodation for homeless people is limited in quantum and often sub-standard and uneconomical.
* Access to investment opportunities: the Investment Adviser has access to a strong pipeline of investment opportunities through long-established industry contacts and extensive knowledge of the property market, including access to off-market transactions and specialised pre-let opportunities.
The Investment Adviser will utilise its and its affiliates' extensive contacts in the UK real estate market to source investment opportunities for the Company, in particular through their longstanding and strong relationships with tenants/operators, local authorities, charities, housing associations, landlords, developers and banks, in addition to an existing wide reaching network of investment agency contacts.
The AIFM's approval is sought before every transaction and it reviews each opportunity based on the following investment considerations:
Once a potential property opportunity has been identified as a result of the application of the research and advice provided by the Investment Adviser, initial due diligence on the potential property investment will be undertaken.
In all cases after the initial due diligence phase, the Investment Adviser produces a detailed report for each potential investment opportunity being considered, which will (where appropriate) analyse: (i) tenant covenant and local authority demand/support; (ii) form of lease; (iii) loan and hedging options; (iv) rental streams; (v) exit strategies; (vi) asset management opportunities; and (vii) external factors (such as market conditions).
Where a proposed transaction is approved by the Investment Adviser and the AIFM, the Investment Adviser performs the appropriate due diligence required, utilising third party professional advisers where needed.
The due diligence reports re submitted to the AIFM with a recommendation prepared by the Investment Adviser comprising a full investment report detailing the fit of a particular transaction to the investment objective and investment policy of the Company, and the potential risks and benefits of proceeding (or not) with any particular opportunity.
If an opportunity is approved by the AIFM, the Investment Adviser will conduct the following roles and provision of services to enable the execution of the transaction:
* providing project management and overall control of the transaction, including co-ordinating the work of other professional advisers and service providers, such as agents, surveyors, valuers, lawyers, accountants, and tax advisers;
The Investment Adviser will continually monitor the progress of the Company's investments. This includes regular site visits and meetings with tenants on an asset-by-asset basis, as required, and at a minimum, on an annual basis.
The Investment Adviser updates the Directors on the progress of the Company's investments on a quarterly basis with additional formal contact being made where significant events have occurred which may impact the Company's income, expenditure or NAV.
The AIFM oversees the preparation of valuation statements for the Company's portfolio in each sixmonth period (working with the Administrator and professional valuers, and assisting the Company in selecting appropriate valuers).
The intention will be to hold all investments for the long term (including forward funding developments). However, by exception, if an external offer is made to the REIT and the returns are attractive for investors, the Company may consider selling the asset and reinvesting the proceeds into new assets.
The Investment Adviser, on behalf of the Company, has already identified a number of homeless accommodation assets with an aggregate value of approximately £400 million and an average net acquisition yield of 5.95 per cent. which meet the Company's investment objective and investment policy. All of these assets have been identified off-market through the Investment Adviser's extensive contacts and relationships and are under exclusivity.
The Investment Adviser is in advanced legal negotiations concerning the acquisition of such assets for the Company. These assets are located throughout England and will be leased to a diverse number of registered charity tenants, community interest companies and housing associations across a diverse range of sub-sectors within homelessness, such as prison leavers, domestic abuse victims and individuals with alcohol, drug and mental health issues.
These pipeline assets will all be on 25-year leases, with rents indexed upwards only in line with inflation.
All potential acquisitions remain subject to the Investment Adviser's stringent due diligence process to ensure that the Company only acquires high-quality assets that will provide robust, sustainable returns for investors and are fit for the purpose of addressing the UK's homeless problem, providing a genuine social impact. The Company currently has no binding contractual obligations with potential vendors and, although there can be no assurance that any of these properties will be purchased by the Company, the Investment Adviser is confident that sufficient suitable assets will be identified, assessed and acquired to substantially invest or commit the Net Issue Proceeds within three to six months following Initial Admission.
The Directors are responsible for the determination of the Company's investment policy and have overall responsibility for the Company's activities, including the review of investment activity and performance and the control and supervision of the Company's service providers. All of the Directors are non-executive and are independent of the AIFM and the Investment Adviser. The Directors meet at least four times per annum.
Lynne joined Empiric Student Property plc in June 2017 and holds the position of Chief Financial and Operating Officer. During her tenure at Empiric, she has overseen all financial and taxation matters and has led on the operational transformation of the business including an extensive insourcing program. Lynne is also a member of the Student Accommodation Committee of the British Property Federation. In 2012, Lynne joined Palmer Capital, an FCA authorised real estate investment management company, as CFO with responsibility for overseeing the company's financial and taxation matters. Lynne became European CFO for the Toga Group in 2008, with responsibility for the development of hotels and management of commercial property investments. Lynne joined The Goodwood Estate being promoted to Finance and IT Director in 2005, a board position with responsibility for the finances of all group companies across a portfolio of primarily hospitality focused operations. In 1995, Lynne joined American Express and during her tenure held positions in corporate audit and travel business reporting, both roles covering the EMEA region, and a globally focused process re-engineering project role. After obtaining a degree in finance at Liverpool John Moores University, Lynne joined Moore Stephens and qualified as a Chartered Accountant, where she covered all aspects of general practice with a particular focus on audit.
Marlene Wood is a chartered accountant with a broad range of experience in both the private and public sectors and is currently a non‐executive director and chair of the audit committee of GCP Student Living plc and RM Infrastructure Income PLC and a non‐executive director of RM ZDP PLC. Until 2019, she was deputy chair and chair of the finance committee of the Scottish Funding Council for Further and Higher Education. She spent 20 years with the Miller Group, a major UK property business, predominantly as finance director for Miller Developments, the property development and investment arm, and latterly as group accounting and treasury director. Ms Wood is currently non‐executive director and treasurer for One Parent Families Scotland.
Peter Cardwell served as a Special Advisor in the UK government from 2016 to 2020. He worked for four Cabinet ministers in four departments: the Northern Ireland Office; the Home Office; the Ministry of Housing, Communities & Local Government; and the Ministry of Justice.
At the Ministry of Housing, he advised Housing Secretary Rt Hon James Brokenshire MP on homelessness. Rough sleeping dropped by two per cent. and then nine per cent. annually as a result of the policies on which Peter advised. Peter also undertook outreach shifts with sector charities whilst advising on homelessness, and had frequent interactions with organisations such as Crisis.
After being educated in Northern Ireland, Peter studied at St Hugh's College, Oxford, before winning a Fulbright Scholarship to Columbia School of Journalism, New York. He was a broadcast journalist for 10 years, working for the BBC in London, Washington DC, New York and Belfast, as well as for Sky News, Channel 5 News, UTV and ITV's Good Morning Britain. He is a frequent political commentator for the UK and international broadcast and print media.
In his spare time, Peter volunteers as chairman of a trust for student journalists and mentors a teenager in the care system. He lives in London and Richhill, County Armagh.
Simon Moore has over 30 years' experience in the UK financial sector including at NatWest Bank, Williams de Broë, Teather & Greenwood and Collins Stewart. He was Senior Investment Manager at Seven Investment Management and Head of Research at Tilney Bestinvest.
Simon is a long standing member of two important committees at the Association of Investment Companies: the Statistics Committee and the Property and Infrastructure Forum (he is Chairman of the latter). He has been a Director of Athelney Trust (LSE:ATY) since 2015.
He has a Biochemistry BSc from Imperial College and an MSc in Computer Modelling of Molecules from Birkbeck College. He is a member of the UK Society of Investment Professionals and the CFA Institute.
The Company has appointed Alvarium Fund Managers (UK) Limited as the Company's alternative investment fund manager (the "AIFM"). The Company and the AIFM have appointed Alvarium Home REIT Advisors Limited (the "Investment Adviser") to provide certain services in relation to the Company and its portfolio.
The AIFM is regulated in the conduct of investment business by the FCA. The AIFM is, for the purposes of the UK AIFM Regime and the rules of the FCA, a "full scope" UK alternative investment fund manager with a Part 4A permission for managing AIFs, such as the Company.
Alvarium Fund Managers (UK) Limited and Alvarium Home REIT Advisors Limited are 100 per cent. owned by Alvarium Investments Limited (formerly LJ Partnership). Alvarium was established in 2009 and has grown to become a substantial, international multi-family office and asset manager, supervising in excess of US\$20 billion of assets (including US\$11 billion of real estate), 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, as described below. The team has capitalised and transacted over £1.5 billion of property assets with a particular focus on accessing secure, long-let and indexlinked UK real estate through forward funding and built asset structures.
The core management team of the Investment Adviser (whose details are set out below) is supported by a team of other accounting, asset management, compliance, marketing, public relations, administrative and support staff. The key individuals responsible for executing the Company's investment strategy at the Investment Adviser are:
Jamie has significant experience in both public and private real estate markets, specialising in the long income, social housing and forward funding commercial real estate space.
Prior to joining Alvarium, Jamie spent six years in the City of London as a real estate lawyer where he acted for leading developers and property funds on a variety of deals, ranging from large scale residential developments to substantial commercial property transactions.
Jamie co-founded a private social impact real estate fund in 2018, which has grown to become one of the largest social impact funds in Europe.
Gareth has been active across various disciplines across UK equities and fund management market for over 10 years after beginning his career qualifying as a chartered accountant with Ernst & Young.
Having performed as a CFO for both public and private companies, Gareth went into fund management in 2014, overseeing the finance function for a newly established social housing private equity fund. Prior to joining Alvarium in 2018, he was a director at Civitas Housing Advisors, investment adviser to Civitas Social Housing plc.
Charlotte is a qualified solicitor with responsibility for managing and implementing transactions. Prior to joining the team, Charlotte trained and practised within the commercial real estate team at Travers Smith LLP, where she advised property funds, developers and lenders on a range of matters, including commercial and residential development and forward funding, acquisitions and disposal, re-financing and landlord and tenant work.
The Company and the AIFM have entered into the Investment Management Agreement, a summary of which is set out in paragraph 9.3 of Part 9 of this Prospectus, under which the AIFM has agreed to provide the Company with portfolio management and risk management services and to be the Company's alternative investment fund manager.
Details of the fees and expenses payable to the AIFM are set out in paragraph 6 of this Part 3 below.
The Company, the AIFM and the Investment Adviser have entered into the Investment Advisory Agreement, a summary of which is set out in paragraph 9.4 of Part 9 of this Prospectus, under which the Investment Adviser has agreed to provide certain services to the Company and the AIFM in relation to the Company's portfolio, including sourcing investments for acquisition by the Company and due diligence in relation to proposed investments.
Details of the fees and expenses payable to the Investment Adviser are set out in paragraph 6 of this Part 3 below.
Apex Fund and Corporate Services (UK) Limited has been appointed as Administrator to the Company and also provides company secretarial services and a registered office to the Company. The Administrator is responsible for calculating the Net Asset Value of the Ordinary Shares in consultation with the AIFM and the Investment Adviser and reporting this to the Board.
Link Market Services Limited has been appointed to provide registrar services to the Company pursuant to the Registrar Agreement. Under the Registrar Agreement, the Registrar has responsibility for maintaining the register of Shareholders, receiving transfers of Ordinary Shares for certification and registration and receiving and registering Shareholders' dividend payments together with related services.
Apex Depositary (UK) Limited has been appointed as Depositary to provide cash monitoring, safekeeping and asset verification and oversight functions as prescribed by the UK AIFM Regime.
Ongoing annual expenses include the following:
Under the Investment Management Agreement, the AIFM receives a fee of £40,000 per annum. No performance fee is payable to the AIFM.
Under the terms of the Investment Advisory Agreement, the Investment Adviser is entitled to a fee payable monthly in arrear calculated at the rate of: (i) one-twelfth of 0.85 per cent. per calendar month on that part of the NAV up to and including £500 million; (ii) one-twelfth of 0.75 per cent. per calendar month on that part of the NAV above £500 million up to and including £750 million; and (iii) one-twelfth of 0.65 per cent. per calendar month on that part of the NAV above £750 million. No performance fee is payable to the Investment Adviser. In addition, no fees will be payable on any cash raised under any issue of Ordinary Shares and/ or C Shares that remains undeployed more than nine months after the relevant admission of Ordinary Shares and/or C Shares to trading on the London Stock Exchange's main market.
Under the terms of the Administration Agreement, the Administrator is entitled to receive an administration fee for the provision of certain administration services to the Company calculated at an annual rate of (i) 3 basis points of NAV up to £200 million plus (ii) 2 basis points of NAV above £200 million and up to £500 million plus (iii) 1.5 basis points of NAV in excess of £500 million, subject to a minimum monthly fee of £5,000.
The Administrator is also entitled to a company secretarial fee of £60,000 per annum for the provision of certain company secretarial services to the Company.
The Administrator is entitled to additional fees for providing company secretarial and administration services to any SPVs and for providing any additional services to the Company which are outside the scope of the administration and company secretarial services covered by the administration and company secretarial fees referred to above.
Under the terms of the Depositary Agreement, the Depositary is entitled to receive a fee for the provision of depositary services to the Company calculated at an annual rate of (i) 2 basis points of NAV up to £200 million plus (ii) 1.5 basis points of NAV in excess of £200 million, subject to a minimum annual fee of £40,000. The Depositary is also entitled to a one-off set up fee.
Under the terms of the Registrar Agreement, the Registrar is entitled to an annual maintenance fee per Shareholder account per annum subject to a minimum annual fee. The Registrar is also entitled to certain transaction fees under the Registrar Agreement.
Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles. Save for the Chairman, the current annual fees are £36,000 for each Director per annum. The Chairman's current annual fee is £50,000 per annum. In addition, the Chair of the Audit Committee receives an additional fee of £5,000 per annum.
Each of the Directors is also entitled to be paid all reasonable expenses properly incurred by them in attending general meetings, board or committee meetings or otherwise in connection with the business of the Company. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Company.
Other ongoing operational expenses (excluding fees paid to service providers as detailed above) of the Company will be borne by the Company including travel, accommodation, printing, audit, finance costs, legal fees (including those incurred on behalf of the Company by the AIFM or the Investment Adviser), corporate broking fees, annual London Stock Exchange fees and AIC membership fees. All reasonable out of pocket expenses of the AIFM, the Investment Adviser, the Administrator, the Registrar, the Independent Valuer, the Company's other service providers and the Directors relating to the Company will be borne by the Company.
As all of the Company's assets are, and will be, invested in UK property, the Company expects to incur significant time and costs in connection with potential acquisitions, including third party costs in connection with identifying suitable investment opportunities, due diligence, negotiating transaction documentation and legal and accounting costs. In addition, the Company expects to incur certain third party costs, including in connection with financing, valuations and professional services associated with sourcing and analysis of suitable assets.
The AIFM has prepared a key information document required under the UK PRIIPs Regulation in relation to the Ordinary Shares (including the New Ordinary Shares). That regulation requires costs to be calculated and presented in accordance with detailed and prescriptive rules. The key information document is available on the Company's website (www.homereituk.com).
The AIFM, the Investment Adviser and their officers and employees may from time to time act for other clients or manage or advise other funds, which may have similar investment objectives and policies to that of the Company. Circumstances may arise where investment opportunities will be available to the Company that are also suitable for one or more of such clients of the AIFM or the Investment Adviser or such other funds. The Directors have satisfied themselves that the AIFM and the Investment Adviser have procedures in place to address potential conflicts of interest. In accordance with the Investment Management Agreement, in the event of a conflict between the Company and the AIFM, the AIFM is obliged to take reasonable steps to ensure that the conflict is resolved fairly, in accordance (so far as applicable in the circumstances) with applicable FCA rules. The AIFM is obliged to notify the Company of any actual or potential conflict of interest which it identifies in relation to the performance of its duties and shall discuss with the Company how such conflict of interest is to be managed.
The AIFM, the Investment Adviser and any of their directors, officers, employees, agents and affiliates and the Directors and any person or company with whom they are affiliated or by whom they are employed (each an "Interested Party") may be involved in other financial, investment or other professional activities which may cause conflicts of interest with the Company. In particular, Interested Parties may provide services similar to those provided to the Company to other entities and shall not be liable to account for any profit from any such services. For example, an Interested Party may acquire on behalf of a client an investment in which the Company may invest.
The Board of the Company has considered the principles and provisions of the AIC Code. The AIC Code addresses the principles and provisions set out in the UK Corporate Governance Code, as well as setting out additional principles and recommendations on issues that are of specific relevance to the Company as an investment company.
The Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information to Shareholders. The Financial Reporting Council ("FRC"), the UK's independent regulator for corporate reporting and governance responsible for the UK Corporate Governance Code, has endorsed the AIC Code. The terms of the FRC's endorsement mean that AIC members who report against the AIC Code meet fully their obligations under the UK Corporate Governance Code and the related disclosure requirements contained in the Listing Rules.
As at the date of this Prospectus, the Company complies with the recommendations of the AIC Code and the relevant provisions of the UK Corporate Governance Code, except as set out below.
The UK Corporate Governance Code includes provisions relating to: the role of the chief executive; executive directors' remuneration; and the need for an internal audit function. For the reasons set out in the AIC Code, the Board considers these provisions are not relevant to the position of the Company, being an externally managed investment company and the Company does not, therefore, intend to comply with them.
The Company's Audit Committee is chaired by Marlene Wood, consists of all the Directors and meets at least twice a year. The Board considers that the members of the Audit Committee have the requisite skills and experience to fulfil the responsibilities of the Audit Committee. The Audit Committee examines the effectiveness of the Company's risk management and internal control systems. It reviews the half-yearly and annual reports and also receives information from the AIFM and the Investment Adviser. It also reviews the scope, results, cost effectiveness, independence and objectivity of the external auditor.
In accordance with the AIC Code, the Company has established a Management Engagement Committee which is chaired by Simon Moore and consists of all the Directors. The Management Engagement Committee meets at least once a year or more often if required. Its principal duties are to consider the terms of appointment of the AIFM and the Investment Adviser and to annually review these appointments and the terms of the Investment Management Agreement and Investment Advisory Agreement.
The Company has also established a Nomination Committee which is chaired by Lynne Fennah and consists of all the Directors. The Nomination Committee is responsible for ensuring that the Board has an appropriate balance of skills and experience to carry out its duties, for identifying and nominating to the Board new Directors and for proposing that existing Directors be re-elected. The Nomination Committee undertakes an annual performance evaluation of the Board, led by the Chairman.
The Company has appointed Simon Moore as Senior Independent Director. The Senior Independent Director provides a sounding board for the Chairman and serve as an intermediary for the other directors and Shareholders.
The Company is targeting an issue of approximately £262 million (gross) or approximately £257 million (net of expenses) through the issue of 240,570,465 New Ordinary Shares by way of an Initial Placing, Open Offer, Offer for Subscription and Intermediaries Offer (the "Initial Issue") at the Issue Price of 109 pence per New Ordinary Share.
If the overall demand exceeds this target, the Directors have reserved the right, with the consent of Alvarium Securities and the Sponsor, to increase the size of the Initial Issue up to 321,100,917 New Ordinary Shares by reallocating New Ordinary Shares that would otherwise be available under the Placing Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer. Any decision to increase the size of the Initial issue will only be made after careful consideration of the size and availability of the Company's investment pipeline.
The New Ordinary Shares to be issued pursuant to the Initial Issue will, following Initial Admission, rank pari passu in all respects with the Existing Ordinary Shares and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the Ordinary Shares by reference to a record date after Initial Admission. The Existing Ordinary Shares are already admitted to trading on the London Stock Exchange's main market and to the premium list of the Official List.
Holders of New Ordinary Shares will not be entitled to receive any dividends declared with a record date prior to the date of their issue. In line with its stated dividend target, the Company is targeting an interim dividend of 0.84 pence per Ordinary Share in respect of the period from 1 May 2021 to 31 August 2021 (the "Q4 Dividend"). The Q4 Dividend (if declared) will have a record date prior to the issue of the New Ordinary Shares pursuant to the Initial Issue and, accordingly, holders of New Ordinary Shares issued pursuant to the Initial Issue (or the Placing Programme) will not be entitled to receive the Q4 Dividend in respect of those shares. The target Q4 Dividend is a target only and, for the avoidance of doubt, is not a profit forecast.
The Issue Price is calculated by reference to the Estimated NAV per Ordinary Share as at 31 July 2021 (unaudited) of 104.63 pence, reduced by the target Q4 Dividend of 0.84 pence per Ordinary Share and increased to reflect the costs and expenses of the Initial Issue and to provide a level of NAV per Ordinary Share accretion for existing Shareholders.
The Issue Price represents:
The Open Offer provides an opportunity for Qualifying Shareholders to participate in the fundraising by subscribing for their respective Open Offer Entitlements. If the Initial Issue proceeds, valid applications under the Open Offer will be satisfied in full up to applicants' Open Offer Entitlements. Any New Ordinary Shares not taken up under the Open Offer will be made available under the Initial Placing, the Offer for Subscription and the Intermediaries Offer, thereby enabling Existing Shareholders to subscribe for more than their Open Offer Entitlement. Qualifying Shareholders who wish to subscribe for more New Ordinary Shares than their Open Offer Entitlement could therefore make an application under the Offer for Subscription, the Intermediaries Offer or, if appropriate, the Initial Placing.
New investors will be able to apply for New Ordinary Shares pursuant to the Offer for Subscription, the Intermediaries Offer or, if appropriate, the Initial Placing.
The costs and expenses of the Initial Issue are expected to be 2 per cent. of the Gross Issue Proceeds. The expenses of, or incidental to, the Initial Issue will be paid by the Company. There are no commissions, fees or expenses to be charged to investors by the Company. All expenses incurred by any Intermediary are for its own account. Investors should confirm separately with any Intermediary whether there are any commissions, fees or expenses that will be applied by such Intermediary in connection with any application made through that Intermediary pursuant to the Intermediaries Offer.
The aggregate proceeds of the Initial Issue, after deduction of expenses, are expected to be approximately £257 million on the assumption that the Gross Issue Proceeds are approximately £262 million.
For illustrative purposes only, assuming that 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue at the Issue Price of 109 pence per New Ordinary Share:
The actual number of New Ordinary Shares to be issued pursuant to the Initial Issue, and therefore the Gross Issue Proceeds, is not known as at the date of this Prospectus but will be notified by the Company via a Regulatory Information Service announcement prior to Initial Admission. The Initial Issue is not being underwritten. The maximum Issue size should not be taken as an indication of the number of New Ordinary Shares to be issued.
The Initial Issue is being made in order to raise funds for the purpose of investment in accordance with the investment policy and objective of the Company and with a view to delivering further value for Shareholders. The Board believes that it continues to be in the interests of the Company and its Shareholders to grow the Company further by the issuance of new shares.
The Board believes that the Initial Issue will have the following benefits for the Company:
Alvarium Securities has agreed to use its reasonable endeavours to procure subscribers pursuant to the Initial Placing for the New Ordinary Shares on the terms and subject to the conditions set out in the Placing and Offer Agreement. Details of the Placing and Offer Agreement are set out in paragraph 9.1 of Part 9 of this Prospectus.
The terms and conditions which shall apply to any subscription for New Ordinary Shares procured by Alvarium Securities are set out in Part 11 of this Prospectus. The Initial Placing will close at 5.00 p.m. on 22 September 2021 (or such later date, not being later than 31 December 2021, as the Company, Alvarium Securities and the Sponsor may agree). If the Initial Placing is extended, the revised timetable will be notified through a Regulatory Information Service.
Each Placee agrees to be bound by the Articles once the New Ordinary Shares, which the Placee has agreed to subscribe for pursuant to the Initial Placing, have been acquired by the Placee. The contract to subscribe for the New Ordinary Shares under the Initial Placing and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the AIFM, the Investment Adviser, Alvarium Securities, the Sponsor and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.
Commitments under the Initial Placing, once made, may not be withdrawn without the consent of the Directors.
Qualifying Shareholders are being offered the opportunity, under the Open Offer, to apply for up to 1 New Ordinary Share for every 1 Existing Ordinary Share held and registered in their name as at the Record Date. New Ordinary Shares issued to Qualifying Shareholders under the Open Offer are not subject to scaling back to satisfy valid applications under the Initial Placing, the Offer for Subscription or the Intermediaries Offer.
Any New Ordinary Shares not taken up pursuant to the Open Offer will be made available under the Initial Placing, the Offer for Subscription and the Intermediaries Offer. There will be no priority given to applications under the Initial Placing, the Offer for Subscription or the Intermediaries Offer pursuant to the Initial Issue.
If you have sold or otherwise transferred all of your Existing Ordinary Shares before the exentitlement date, you are not entitled to participate in the Open Offer.
Open Offer Entitlements will be rounded down to the nearest whole number and any fractional entitlements to New Ordinary Shares will be disregarded in calculating Open Offer Entitlements. Qualifying Shareholders may apply to acquire less than their Open Offer Entitlement should they so wish.
The Open Offer Entitlement, in the case of Qualifying non-CREST Shareholders, is equal to the number of New Ordinary Shares shown in their Open Offer Application Form or, in the case of Qualifying CREST Shareholders, is equal to the number of New Ordinary Shares representing their Open Offer Entitlement standing to the credit of their stock account in CREST.
If you are a Qualifying non-CREST Shareholder, the Open Offer Application Form shows the number of Existing Ordinary Shares registered in your name at the close of business on the Record Date.
Qualifying CREST Shareholders will have Open Offer Entitlements credited to their stock accounts in CREST and should refer to the CREST Manual for further information on the relevant CREST procedures.
Application has been made for the Open Offer Entitlements to be admitted to CREST. It is expected that the Open Offer Entitlements will be admitted to CREST as soon as possible on 3 September 2021. The Open Offer Entitlements will also be enabled for settlement in CREST as soon as possible on 3 September 2021. Applications through means of the CREST system may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim.
The Open Offer is not being made to Shareholders in the United States or any other Excluded Territories except pursuant to an applicable exemption. Accordingly, Open Offer Application Forms are not (subject to certain exceptions) being sent to, and Open Offer Entitlements are not being credited to, Overseas Shareholders except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction. Shareholders who have registered addresses outside the United Kingdom who are citizens or residents of countries other than the United Kingdom or who are holding Existing Ordinary Shares for the benefit of such persons (including, without limitation, nominees, custodians and trustees) or have a contractual or legal obligation to forward the Prospectus or the Open Offer Application Form to such persons, should refer to the section 'Overseas Shareholders' in Part 12 of this Prospectus, which sets out the restrictions applicable to such persons. If you are an Overseas Shareholder, it is important that you read that part of this Prospectus.
Shareholders should note that the Open Offer is not a rights issue. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear's Claims Processing Unit. Qualifying non-CREST Shareholders should note that the Open Offer Application Form is not a negotiable document and cannot be traded. Qualifying Shareholders should be aware that in the Open Offer, unlike in a rights issue, any New Ordinary Shares not applied for will not be sold in the market or placed for the benefit of Qualifying Shareholders who do not apply under the Open Offer, but may be placed with Placees pursuant to the Initial Placing or made available under the Offer for Subscription and/or the Intermediaries Offer, and the net proceeds will be retained, for the benefit of the Company.
Further information on the Open Offer and the terms and conditions on which it is made, including the procedure for application and payment, is set out in Part 12 of this Prospectus and, where relevant, in the Open Offer Application Form.
For Qualifying non-CREST Shareholders, completed Open Offer Application Forms, accompanied by full payment in accordance with the instructions in Part 12 of this Prospectus, should be returned by post to Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to arrive as soon as possible and in any event so as to be received by no later than 11.00 a.m. on 22 September 2021. For Qualifying CREST Shareholders, the relevant CREST instructions must have settled, as explained in this Prospectus, by no later than 11.00 a.m. on 22 September 2021. Shareholders should consult an independent financial adviser if they are in doubt about the contents of this Prospectus or the action they should take.
The Directors are also proposing to offer New Ordinary Shares under the Offer for Subscription, subject to the terms and conditions of the Offer for Subscription set out in Part 13 of this Prospectus. These terms and conditions and the Offer for Subscription Application Form attached as Appendix 1 to this Prospectus should be read carefully before an application is made. The Offer for Subscription will close at 11.00 a.m. on 22 September 2021. If the Offer for Subscription is extended, the revised timetable will be notified through a Regulatory Information Service. The Offer for Subscription is being made available in the United Kingdom, the Channel Islands and the Isle of Man.
Applications under the Offer for Subscription must be for New Ordinary Shares at the Issue Price, being 109 pence per New Ordinary Share. The aggregate subscription price is payable in full on application. Individual applications must be for a minimum subscription of 1,000 New Ordinary Shares and then in multiples of 1,000 New Ordinary Shares thereafter, although the Board may accept applications below the minimum amounts stated above in its absolute discretion. Multiple subscriptions under the Offer for Subscription by individual investors will not be accepted.
Completed Application Forms (accompanied either by a cheque or banker's draft or appropriate delivery versus payment ("DVP") instructions or bank transfer) in relation to the Offer for Subscription must be posted or delivered by hand (during normal business hours) to the Receiving Agent, Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL so as to be received as soon as possible and, in any event, no later than 11.00 a.m. on 22 September 2021.
Commitments under the Offer for Subscription, once made, may not be withdrawn without consent of the Directors.
Please also refer to the section below headed "Admission, clearing and settlement".
Investors may also subscribe for New Ordinary Shares at the Issue Price of 109 pence per Ordinary Share pursuant to the Intermediaries Offer. Only the Intermediaries' retail investor clients in the United Kingdom are eligible to participate in the Intermediaries Offer. Investors may apply to any one of the Intermediaries to be accepted as their client.
No New Ordinary Shares allocated under the Intermediaries Offer will be registered in the name of any person whose registered address is outside the United Kingdom. A minimum application of 500 New Ordinary Shares per Underlying Applicant will apply and thereafter an Underlying Applicant may apply for any higher amount. Allocations to Intermediaries will be determined solely by the Company (following consultation with Alvarium Securities).
An application for New Ordinary Shares in the Intermediaries Offer means that the Underlying Applicant agrees to acquire the New Ordinary Shares applied for at the Issue Price. Each Underlying Applicant must comply with the appropriate money laundering checks required by the relevant Intermediary and all other laws and regulations applicable to their agreement to subscribe for New Ordinary Shares. Where an application is not accepted or there are insufficient New Ordinary Shares available to satisfy an application in full, the relevant Intermediary will be obliged to refund the Underlying Applicant as required and all such refunds shall be made without interest. The Company, the Investment Adviser, the AIFM, Alvarium Securities and the Sponsor accept no responsibility with respect to the obligation of the Intermediaries to refund monies in such circumstances.
Each Intermediary has agreed, or will on appointment agree, to the Intermediaries Terms and Conditions, which regulate, inter alia, the conduct of the Intermediaries Offer on market standard terms and provide for the payment of a commission and/or fee (to the extent permissible by the rules of the FCA) to Intermediaries from the Intermediaries Offer Adviser acting on behalf of the Company if such Intermediary elects to receive a commission and/or fee. Pursuant to the Intermediaries Terms and Conditions, in making an application, each Intermediary will also be required to represent and warrant that they are not located in the United States and are not acting on behalf of anyone located in the United States.
In addition, the Intermediaries may prepare certain materials for distribution or may otherwise provide information or advice to retail investors in the United Kingdom, subject to the terms of the Intermediaries Terms and Conditions. Any such materials, information or advice are solely the responsibility of the relevant Intermediary and will not be reviewed or approved by any of the Company, the AIFM, the Investment Adviser, the Sponsor or the Intermediaries Offer Adviser. Any liability relating to such documents shall be for the relevant Intermediaries only.
The Intermediaries Terms and Conditions provide for the Intermediaries to have an option (where the payment of such commission and/or fee is not prohibited) to be paid a commission and/or fee by the Intermediaries Offer Adviser (acting on behalf of the Company) where it has elected to receive such commission and/or fee in respect of the New Ordinary Shares allocated to and paid for by them pursuant to the Intermediaries Offer.
The Initial Issue is conditional, inter alia, on:
If any such conditions are not satisfied the Initial Issue will not proceed, any Open Offer Entitlements admitted to CREST will thereafter be disabled and any application monies received in connection with the Initial Issue will be refunded to the applicants, by cheque (at the applicant's risk), and in the case of Qualifying CREST Shareholders by way of a CREST payment, without interest, as soon as practicable, but in any event within 14 days thereafter.
The Directors also have the discretion not to proceed with the Initial Issue if all of the above conditions have been met.
The Directors have reserved the right, with the consent of Alvarium Securities and the Sponsor, to increase the size of the Initial Issue up to 321,100,917 New Ordinary Shares if overall demand exceeds 240,570,465 New Ordinary Shares by reallocating New Ordinary Shares that would otherwise be available under the Placing Programme to increase the size of the Initial Placing, the Offer for Subscription and/or the Intermediaries Offer, with any such increase being notified by an RIS announcement.
In the event that commitments under the Initial Issue exceed the maximum number of New Ordinary Shares available (notwithstanding any such reallocation), applications under the Initial Issue (other than applications up to Qualifying Shareholders' full entitlement under the Open Offer) will be scaled back at the discretion of Alvarium Securities in consultation with the Company and the Sponsor. The basis of allocation of New Ordinary Shares under the Initial Issue will be:
There will be no priority given to applications under the Initial Placing, the Offer for Subscription or the Intermediaries Offer pursuant to the Initial Issue.
The ownership and voting interests of any Shareholders not participating in the Initial Issue will be diluted.
Assuming that 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue (being the target number of New Ordinary Shares to be issued thereunder):
However, there will not be any dilution in the NAV per Ordinary Share as a result of the Initial Issue.
The Placing and Offer Agreement contains provisions entitling Alvarium Securities to terminate the Initial Issue (and the arrangements associated with it) at any time prior to Initial Admission in certain circumstances. If this right is exercised, the Initial Issue and these arrangements will lapse and any monies received in respect of the Initial Issue will be returned to each applicant without interest within 14 days at the applicant's risk.
The Placing and Offer Agreement provides for Alvarium Securities to be paid commission by the Company in respect of the New Ordinary Shares to be allotted pursuant to the Initial Issue. Any New Ordinary Shares subscribed for by Alvarium Securities may be retained or dealt in by it for its own benefit.
Under the Placing and Offer Agreement, Alvarium Securities is entitled at its discretion and out of its own resources at any time to rebate to some or all investors, or to other parties, part or all of its fees relating to the Initial Issue. Alvarium Securities is also entitled under the Placing and Offer Agreement to retain agents and may pay commission in respect of the Initial Issue to any or all of those agents out of its own resources.
Further details of the terms of the Placing and Offer Agreement are set out in paragraph 9.1 of Part 9 of this Prospectus.
Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, the Company and its agents (and their agents) may require evidence in connection with any application for New Ordinary Shares, including further identification of the applicant(s), before any New Ordinary Shares are issued to that applicant.
In the event that there are any significant changes affecting any of the matters described in this Prospectus or where any significant new matters have arisen after the publication of this Prospectus and prior to Initial Admission, the Company will publish a supplementary prospectus. The supplementary prospectus will give details of the significant change(s) or the significant new matter(s).
The Directors (in consultation with Alvarium Securities) may in their absolute discretion waive the minimum application amounts in respect of any particular application for New Ordinary Shares under the Initial Issue.
Applications will be made to the Financial Conduct Authority for all of the New Ordinary Shares to be issued pursuant to the Initial Issue to be admitted to the premium segment of the Official List and to the London Stock Exchange for such New Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market. It is expected that Initial Admission will become effective and dealings will commence on 27 September 2021.
The New Ordinary Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of New Ordinary Shares to be issued in uncertificated form pursuant to the Initial Issue, these will be transferred to successful applicants through the CREST system. The New Ordinary Shares will be eligible for settlement through CREST with effect from Initial Admission.
CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by a certificate and transferred otherwise than by written instrument. The Articles permit the holding of Ordinary Shares under the CREST system. Settlement of transactions in the New Ordinary Shares following Initial Admission may take place within the CREST system if any Shareholder so wishes.
The Company will arrange for CREST to be instructed to credit the appropriate CREST accounts of the applicants concerned or their nominees with their respective entitlements to the New Ordinary Shares. The names of applicants or their nominees that invest through their CREST accounts will be entered directly on to the share register of the Company.
Dealings in the New Ordinary Shares in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.
Where applicable, definitive share certificates in respect of the New Ordinary Shares are expected to be despatched by post at the risk of recipients to the relevant holders in the week beginning 4 October 2021. Prior to the despatch of definitive share certificates in respect of any New Ordinary Shares which are held in certificated form, transfer of those New Ordinary Shares will be certified against the Register. No temporary documents of title will be issued.
The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Ordinary Shares, nor does it guarantee the price at which a market will be made in the Ordinary Shares. Accordingly, the dealing price of the Ordinary Shares may not necessarily reflect changes in the Net Asset Value per Ordinary Share.
The ISIN number of the Ordinary Shares is GB00BJP5HK17 and the SEDOL code is BJP5HK1.
The ISIN number of the Open Offer Entitlements is GB00BP5XJ783 and the SEDOL code is BP5XJ78.
The Ordinary Shares are denominated in Sterling.
There are no interests that are material to the Initial Issue and no conflicting interests.
An investment in the New Ordinary Shares is designed to be suitable for institutional investors, professional investors, high net worth investors, professionally advised private investors and retail investors seeking exposure to a diversified portfolio of homeless accommodation assets, let or prelet to registered charities, housing associations, community interest companies and other regulated organisations, on very long-term and index-linked leases exclusively dedicated to tackling homelessness in the UK. Investors should understand the risks and merits of such an investment and have sufficient resources to be able to bear any losses (which may equal up to the whole amount invested) that may result from such an investment. Furthermore, an investment in the New Ordinary Shares should constitute part of a diversified investment portfolio. It should be remembered that the market price of Ordinary Shares and the income from them can go down as well as up.
Potential investors should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. Private investors who are unsure whether to invest should consider consulting a financial adviser authorised under FSMA to assess whether an investment in the Company is suitable.
Potential investors in any territory other than the United Kingdom should refer to the notices set out in the section entitled "Important Information" of this Prospectus.
The Company reserves the right to treat as invalid any agreement to subscribe for New Ordinary Shares under the Initial Issue if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.
Following completion of the Initial Issue (and conditional on passing of the Issue Resolutions at the General Meeting), the Directors will be authorised to issue further New Ordinary Shares pursuant to the Placing Programme without having to first offer those New Ordinary Shares to existing Shareholders.
The maximum number of New Ordinary Shares that may be issued pursuant to the Initial Issue and the Placing Programme is 550 million. Assuming 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue (being the target number of New Ordinary Shares to be issued thereunder), the Directors will be authorised to issue a further 309,429,535 New Ordinary Shares pursuant to the Placing Programme.
The Placing Programme is being implemented to enable the Company to raise additional capital in the period from 28 September 2021 to 1 September 2022 once the proceeds of the Initial Issue have been fully committed or invested. The net proceeds of the Placing Programme will be used to make investments in accordance with the Company's investment objective and policy.
The number of New Ordinary Shares available under the Placing Programme is intended to be flexible and should not be taken as an indication of the number of shares to be issued. Any issues of New Ordinary Shares will be notified by the Company through a Regulatory Information Service and the Company's website, prior to each Subsequent Admission. The Placing Programme is not being underwritten.
The Placing Programme may be implemented by a series of Subsequent Placings of New Ordinary Shares at the Placing Programme Price, the terms of which are set out in Part 11 of this Prospectus. The Placing Programme may have a number of closing dates in order to provide the Company with the ability to issue New Ordinary Shares over the duration of the Placing Programme. New Ordinary Shares may be issued under the Placing Programme during the period from 28 September 2021 to 1 September 2022 (or any earlier date on which it is fully subscribed).
The Company's Ordinary Shares are admitted to the premium segment of the Official List of the Financial Conduct Authority and are traded on the London Stock Exchange's main market. Applications will be made to the Financial Conduct Authority for all of the New Ordinary Shares to be issued pursuant to the Placing Programme to be admitted to the premium segment of the Official List and to the London Stock Exchange for such New Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange's main market. The issue of New Ordinary Shares pursuant to the Placing Programme is at the discretion of the Directors.
In the event that there are any significant changes affecting any of the matters described in this Prospectus or where any significant new matters have arisen after the publication of this Prospectus and prior to any Subsequent Admission of any New Ordinary Shares issued pursuant to the Placing Programme, the Company will publish a supplementary prospectus. Any supplementary prospectus published will give details of the significant change(s) or the significant new matter(s).
Each Subsequent Placing under the Placing Programme is conditional, inter alia, on:
In circumstances where these conditions are not fully met, the relevant Subsequent Placing of New Ordinary Shares pursuant to the Placing Programme will not take place.
The Placing Programme Price will be determined by the Company and will be not less than the prevailing Net Asset Value per Ordinary Share at the time of issue plus a premium to cover the costs and expenses of such issue.
The Directors will determine the Placing Programme Price on the basis described above so as to cover the costs and expenses of each issue of New Ordinary Shares under the Placing Programme and to thereby avoid any dilution of the Net Asset Value of the existing Ordinary Shares. In determining the Placing Programme Price, the Directors will also take into consideration, inter alia, the prevailing market conditions at that time.
The Placing Programme Price will be announced through a Regulatory Information Service as soon as is practicable in conjunction with each Subsequent Placing.
Shareholders who choose not to, or who are unable to, participate in a Subsequent Placing under the Placing Programme for an amount at least pro rata to their existing holding will have their percentage holding diluted following the relevant Subsequent Admission.
Assuming that 240,570,465 New Ordinary Shares have been issued pursuant to the Initial Issue (being the target number of New Ordinary Shares to be issued thereunder), if a further 309,429,535 New Ordinary Shares are subsequently issued pursuant to the Placing Programme, there would be a dilution of approximately 39.1 per cent. in Shareholders' voting control of the Company immediately after the Initial Issue (assuming that such Shareholders choose not to, or are unable to, participate in any Subsequent Placings under the Placing Programme).
However, there will not be any dilution in the NAV per Ordinary Share as a result of any Subsequent Placing under the Placing Programme.
Alvarium Securities is entitled to terminate the Placing and Offer Agreement at any time prior to any Subsequent Admission in certain circumstances. If this right is exercised, the Placing Programme and these arrangements will lapse and any monies received in respect of a relevant Subsequent Placing will be returned to each applicant without interest within 14 days at the applicant's risk.
The Placing and Offer Agreement provides for Alvarium Securities to be paid commission by the Company, which may be up to 2.0 per cent. of the value of the New Ordinary Shares to be allotted pursuant to each Subsequent Placing less the aggregate costs and expenses payable by the Company in connection with such Subsequent Placing. Any New Ordinary Shares subscribed for by Alvarium Securities may be retained or dealt in by it for its own benefit.
Under the Placing and Offer Agreement, Alvarium Securities is entitled at their discretion and out of its own resources at any time to rebate to some or all investors, or to other parties, part or all of its fees relating to a Subsequent Placing. Alvarium Securities is also entitled under the Placing and Offer Agreement to retain agents and may pay commission in respect of a Subsequent Placing to any or all of those agents out of its own resources.
Further details of the terms of the Placing and Offer Agreement are set out in paragraph 9.1 of Part 9 of this Prospectus.
In the event of oversubscription of a Subsequent Placing, applications under the relevant Subsequent Placing will be scaled back at the discretion of Alvarium Securities in consultation with the Company and the Sponsor. Monies received in respect of unsuccessful applications (or to the extent scaled back) will be returned without interest at the risk of the applicant to the applicant from whom the money was received.
The costs and expenses of each issue of New Ordinary Shares under the Placing Programme will depend on subscriptions received and the relevant Placing Programme Price, but are expected to be no more than 2 per cent. of the gross proceeds of each such issue under the Placing Programme. The costs and expenses of any Subsequent Placing will be paid by the Company and will be covered by issuing such New Ordinary Shares at a premium to the prevailing Net Asset Value per Ordinary Share at the time of issue.
For illustrative purposes only, assuming 550 million New Ordinary Shares are issued pursuant to the Initial Issue and the Placing Programme (being the maximum number of New Ordinary Shares available thereunder), and assuming such shares are issued at the Issue Price, this would result in gross issue proceeds under the Initial Issue and the Placing Programme of approximately £600 million and net issue proceeds of at least £588 million, with the aggregate costs and expenses payable by the Company expected to be no more than £12 million.
Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK, the Company and its agents (and their agents) may require evidence in connection with any application for New Ordinary Shares, including further identification of the applicant(s), before any New Ordinary Shares are issued.
Any New Ordinary Shares issued pursuant to the Placing Programme will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the relevant New Ordinary Shares).
New Ordinary Shares will be issued in registered form and may be held in either certificated or uncertificated form. In the case of New Ordinary Shares to be issued in uncertificated form pursuant to the Placing Programme, these will be transferred to successful applicants through the CREST system.
The Company does not guarantee that at any particular time market maker(s) will be willing to make a market in the Ordinary Shares, nor does it guarantee the price at which a market will be made in the Ordinary Shares. Accordingly, the dealing price of the Ordinary Shares may not necessarily reflect changes in the underlying Net Asset Value per Ordinary Share.
The Placing Programme is being implemented to enable the Company to raise additional capital in the period from 28 September 2021 to 1 September 2022 for the purpose of investment in accordance with the investment policy and objective of the Company and with a view to delivering further value for Shareholders. The Board believes that it continues to be in the interests of the Company and its Shareholders to grow the Company further by the issuance of new shares.
There are no interests that are material to the Placing Programme and no conflicting interests.
An investment in the New Ordinary Shares is designed to be suitable for institutional investors, professional investors, high net worth investors, professionally advised private investors and retail investors seeking exposure to a diversified portfolio of homeless accommodation assets, let or prelet to registered charities, housing associations, community interest companies and other regulated organisations, on very long-term and index-linked leases exclusively dedicated to tackling homelessness in the UK. Investors should understand the risks and merits of such an investment and have sufficient resources to be able to bear any losses (which may equal up to the whole amount invested) that may result from such an investment. Furthermore, an investment in the New Ordinary Shares should constitute part of a diversified investment portfolio. It should be remembered that the market price of Ordinary Shares and the income from them can go down as well as up.
Potential investors should consider with care whether an investment in the Company is suitable for them in the light of their personal circumstances and the financial resources available to them. Private investors who are unsure whether to invest should consider consulting a financial adviser authorised under FSMA to assess whether an investment in the Company is suitable.
Potential investors in any territory other than the United Kingdom should refer to the notices set out in the section entitled "Important Information" of this Prospectus
The Company reserves the right to treat as invalid any agreement to subscribe for New Ordinary Shares under the Placing Programme if it appears to the Company or its agents to have been entered into in a manner that may involve a breach of the securities legislation of any jurisdiction.
The Directors Home REIT plc Bastion House 140 London Wall London EC2Y 5DN
Alvarium Securities Limited 10 Old Burlington Street London W1S 3AG
Dickson Minto W.S. Broadgate Tower 20 Primrose Street London EC2A 2EW
2 September 2021
Dear Sirs
shall mean Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended).
3.9 The Properties have been valued individually and not as part of a portfolio.
3.10 Save as otherwise disclosed, it has been assumed for the purpose of valuation that the relevant interests in the Properties are free of mortgage, charge or other debt security and no deduction has been made for such charge or debt.
4.6 We have not been provided with title information and Reports on Title. Our valuations are prepared on the basis that the Properties have good and marketable titles and are free of any undisclosed onerous burdens, outgoings or restrictions.
4.7 We have not been provided with lease reports by the Fund's professional advisers. However we have been provided with updated tenancy information by the Fund which we have relied upon.
4.8 We do not undertake searches or inspections of any kind (including web based searches) for title or price paid information in any publicly available land registers, including the Land Registry for England & Wales, Registers of Scotland and Land & Property Services in Northern Ireland.
4.9 We have not made verbal/web based enquiries of the appropriate Town Planning and Highways Authorities in respect of matters affecting the Properties.
We have not seen specific planning consents and have assumed that the Properties have been erected and are being occupied and used in accordance with all requisite consents and that there are no outstanding statutory notices. No allowances have been made for rights, obligations or liabilities arising under the Defective Premises Act 1972.
4.10 We have not been instructed to carry out structural surveys of the Properties, nor to test the services. We have not been provided with building inspection reports, and/or construction reports. Our valuations assume the buildings contain no deleterious materials and that the sites are unaffected by adverse soil conditions, except where we have been notified to the contrary.
4.11 We have not carried out any investigations into past or present uses of either the Properties or any neighbouring land to establish whether there is any potential for contamination from these uses or sites to the Properties. We have, however, been provided by the Fund with, and relied upon, Environmental Surveys, where available.
We understand that none of the Properties is nor is likely to be affected by land contamination and that there are no ground conditions which would affect the present or future uses of the Properties.
Should it be established subsequently that contamination exists at any of the Properties or on any neighbouring land or that the Properties have been or are being put to a contaminative use this could reduce the values now reported.
We have not used the website of the Environment Agency's Indicative Floodplain Maps to establish whether there is any potential risk of flooding from rivers or the sea.
4.12 Our valuations assume that the Properties would, in all respects, be insurable against all usual risks including terrorism, flooding and rising water table at normal, commercially acceptable premiums.
4.13 Our valuations assume that the Properties would, in all respects, be insurable against all usual risks including terrorism, flooding and rising water table at normal, commercially acceptable premiums.
Our valuations are based on the measurements and or number of bedrooms as provided by the Fund
We have assumed that the Properties are in sound order and free from structural faults, rot, infestation or other defects, and that the services are in a satisfactory condition.
We have assumed that the Properties comply with all relevant statutory requirements and that the proposed uses are in accordance with the appropriate consents.
We have assumed that there are no current highways proposals in the immediate vicinity likely to have a detrimental effect upon the Properties within the foreseeable future.
We have assumed that the Properties are not subject to any unusual or onerous covenants, restrictions, encumbrances or outgoings.
We have assumed that all relevant HMO requirements have been complied with.
We have assumed in our valuation that all Health and Safety regulations have been complied with.
We have assumed in our valuation that all Fire Safety regulations have been complied with.
The assumption that the Properties are either fully compliant or capable of being made fully compliant at no significant additional cost with all relevant disability access requirements.
We have not applied capital expenditure costs to our valuations. Furthermore, we have been advised that necessary works to bring the Properties to a lettable standard have been undertaken prior to acquisition
7.1 We are of the opinion that the aggregate of the Market Values as at 31 July 2021 of the freehold interests in the Properties held by the Fund as at 31 July 2021 is £327,860,000 (Three Hundred and Twenty Seven Million, Eight Hundred and Sixty Thousand Pounds). The Properties held by the Fund as at 31 July 2021 comprise exclusively freehold interests.
7.2 We confirm that, as at the date of this Valuation Report, there has been no material change since the 31 July 2021 in any matter relating to the properties which, in our opinion, would have a material effect on the Market Value of the properties.
8.1 This Valuation Report has been prepared for inclusion in the Prospectus. Knight Frank LLP hereby gives consent to the inclusion of this Valuation Report in the Prospectus and to the references to this Valuation Report and Knight Frank LLP in the Prospectus in the form and context in which they appear. For the purposes of Prospectus Regulation Rule 5.3.2(R)(2)(f), we are responsible for this Valuation Report and accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge, the information contained in this Valuation Report is in accordance with the facts and the Valuation Report makes no omission likely to affect its import. This Valuation Report complies with Rules 5.4.5G and 5.4.6G of the Prospectus Regulation Rules and paragraphs 128 to 130 of the ESMA Update of the CESR Recommendations for the consistent implementation of the European Commission's Regulation (EC) No 809/2004 implementing the Prospectus Directive (as now applicable to the UK Prospectus Regulation).
Yours faithfully,
Chris Galloway MRICS
Partner, Valuation and Advisory For and on behalf of Knight Frank LLP
| Property Reference Number |
Region | Tenure | Date of Inspection |
|---|---|---|---|
| A001 | London | Freehold | 21/01/2021 |
| A002 | London | Freehold | 21/01/2021 |
| A003 | West Midlands | Freehold | 29/01/2021 |
| A004 | Yorkshire and the Humber | Freehold | 06/01/2021 |
| A005 | Yorkshire and the Humber | Freehold | 22/01/2021 |
| A006 | North West | Freehold | 18/01/2020 |
| A007 | North West | Freehold | 06/01/2021 |
| A008 | North West | Freehold | 22/01/2021 |
| A009 | North West | Freehold | 29/01/2021 |
| A010 | North West | Freehold | 18/01/2020 |
| A011 | North West | Freehold | 06/01/2021 |
| A012 | West Midlands | Freehold | 29/01/2021 |
| A013 | West Midlands | Freehold | 18/01/2020 |
| A014 | West Midlands | Freehold | 29/01/2021 |
| A015 | West Midlands | Freehold | 06/01/2021 |
| A016 | West Midlands | Freehold | 18/01/2020 |
| A017 | North West | Freehold | 29/01/2021 |
| A018 | North West | Freehold | 21/01/2021 |
| A019 | Yorkshire and the Humber | Freehold | 22/01/2021 |
| A020 | Yorkshire and the Humber | Freehold | 06/01/2021 |
| A021 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A022 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A023 | North West | Freehold | 22/01/2021 |
| A024 | North West | Freehold | 22/01/2021 |
| A025 | North West | Freehold | 22/01/2021 |
| A026 | North West | Freehold | 22/01/2021 |
| A027 | West Midlands | Freehold | 22/01/2021 |
| A028 | North West | Freehold | 21/01/2021 |
| A029 | North West | Freehold | 22/01/2021 |
| A030 | North West | Freehold | 22/01/2021 |
| A031 | North West | Freehold | 06/01/2021 |
| A032 | North West | Freehold | 22/01/2021 |
| A033 | North West | Freehold | 29/01/2021 |
| A034 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A035 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A036 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A037 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A038 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A039 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A040 | North East | Freehold | 29/01/2021 |
| A041 | North East | Freehold | 29/01/2021 |
| A042 | North East | Freehold | 29/01/2021 |
| A043 | North East | Freehold | 29/01/2021 |
| A044 | North East | Freehold | 29/01/2021 |
| A045 | North East | Freehold | 29/01/2021 |
| A046 | North East | Freehold | 29/01/2021 |
| A047 | North East | Freehold | 29/01/2021 |
| A048 | North East | Freehold | 29/01/2021 |
| A049 | North East | Freehold | 29/01/2021 |
| A050 | North East | Freehold | 07/01/2021 |
| A051 | North East | Freehold | 07/01/2021 |
| A052 | North East | Freehold | 07/01/2021 |
| A053 | North East | Freehold | 07/01/2021 |
| A054 | North East | Freehold | 07/01/2021 |
| A055 | North East | Freehold | 29/01/2021 |
| A056 | North East | Freehold | 07/01/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A057 | North East | Freehold | 07/01/2021 |
| A058 | North East | Freehold | 07/01/2021 |
| A059 | North East | Freehold | 07/01/2021 |
| A060 | North East | Freehold | 07/01/2021 |
| A061 | North East | Freehold | 07/01/2021 |
| A062 | North East | Freehold | 29/01/2021 |
| A063 | North East | Freehold | 07/01/2021 |
| A064 | North East | Freehold | 07/01/2021 |
| A065 | North East | Freehold | 07/01/2021 |
| A066 | North East | Freehold | 07/01/2021 |
| A067 | North East | Freehold | 07/01/2021 |
| A068 | North East | Freehold | 07/01/2021 |
| A069 | North East | Freehold | 07/01/2021 |
| A070 | North East | Freehold | 07/01/2021 |
| A071 | North East | Freehold | 07/01/2021 |
| A072 | North East | Freehold | 07/01/2021 |
| A073 | North East | Freehold | 08/01/2021 |
| A074 | North East | Freehold | 08/01/2021 |
| A075 | North East | Freehold | 08/01/2021 |
| A076 | North East | Freehold | 08/01/2021 |
| A077 | North East | Freehold | 08/01/2021 |
| A078 | North East | Freehold | 08/01/2021 |
| A079 | North East | Freehold | 08/01/2021 |
| A080 | North East | Freehold | 08/01/2021 |
| A081 | North East | Freehold | 08/01/2021 |
| A082 | North East | Freehold | 08/01/2021 |
| A083 | North East | Freehold | 08/01/2021 |
| A084 | North East | Freehold | 08/01/2021 |
| A085 | North East | Freehold | 08/01/2021 |
| A086 | North East | Freehold | 08/01/2021 |
| A087 | North East | Freehold | 08/01/2021 |
| A088 | North East | Freehold | 08/01/2021 |
| A089 | North East | Freehold | 08/01/2021 |
| A090 | North East | Freehold | 08/01/2021 |
| A091 | North East | Freehold | 08/01/2021 |
| A092 | North East | Freehold | 08/01/2021 |
| A093 | North East | Freehold | 08/01/2021 |
| A094 | North East | Freehold | 08/01/2021 |
| A095 | North East | Freehold | 08/01/2021 |
| A096 | North East | Freehold | 08/01/2021 |
| A097 | North East | Freehold | 08/01/2021 |
| A098 | North East | Freehold | 08/01/2021 |
| A099 | North East | Freehold | 29/01/2021 |
| A100 | North East | Freehold | 29/01/2021 |
| A101 | North East | Freehold | 29/01/2021 |
| A102 | North East | Freehold | 29/01/2021 |
| A103 A104 |
North East North East |
Freehold Freehold |
29/01/2021 29/01/2021 |
| A105 | North East | Freehold | 29/01/2021 |
| A106 | North East | Freehold | 29/01/2021 |
| A107 | North East | Freehold | 29/01/2021 |
| A108 | North East | Freehold | 29/01/2021 |
| A109 | North East | Freehold | 29/01/2021 |
| A110 | North East | Freehold | 29/01/2021 |
| A111 | North East | Freehold | 29/01/2021 |
| A112 | North East | Freehold | 29/01/2021 |
| A113 | North East | Freehold | 29/01/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A114 | North East | Freehold | 08/01/2021 |
| A115 | North East | Freehold | 08/01/2021 |
| A116 | North East | Freehold | 08/01/2021 |
| A117 | North East | Freehold | 08/01/2021 |
| A118 | North East | Freehold | 08/01/2021 |
| A119 | North East | Freehold | 08/01/2021 |
| A120 | North East | Freehold | 08/01/2021 |
| A121 | North East | Freehold | 08/01/2021 |
| A122 | North East | Freehold | 08/01/2021 |
| A123 | North East | Freehold | 08/01/2021 |
| A124 | North East | Freehold | 08/01/2021 |
| A125 | North East | Freehold | 08/01/2021 |
| A126 | North East | Freehold | 08/01/2021 |
| A127 | North East | Freehold | 08/01/2021 |
| A128 | North East | Freehold | 08/01/2021 |
| A129 | North East | Freehold | 08/01/2021 |
| A130 | North East | Freehold | 08/01/2021 |
| A131 | North East | Freehold | 08/01/2021 |
| A132 | North East | Freehold | 08/01/2021 |
| A133 | North East | Freehold | 08/01/2021 |
| A134 | North East | Freehold | 08/01/2021 |
| A135 | North East | Freehold | 08/01/2021 |
| A136 | North East | Freehold | 08/01/2021 |
| A137 | North West | Freehold | 21/01/2021 |
| A138 | North West | Freehold | 21/01/2021 |
| A139 | North West | Freehold | 21/01/2021 |
| A140 | North West | Freehold | 21/01/2021 |
| A141 | North West | Freehold | 21/01/2021 |
| A142 | North West | Freehold | 21/01/2021 |
| A143 | North West | Freehold | 21/01/2021 |
| A144 | North West | Freehold | 21/01/2021 |
| A145 | North West | Freehold | 21/01/2021 |
| A146 | North West | Freehold | 21/01/2021 |
| A147 | North West | Freehold | 21/01/2021 |
| A148 | North West | Freehold | 21/01/2021 |
| A149 | North West | Freehold | 21/01/2021 |
| A150 | North West | Freehold | 21/01/2021 |
| A151 | North West | Freehold | 21/01/2021 |
| A152 | North West | Freehold | 21/01/2021 |
| A153 | North West | Freehold | 21/01/2021 |
| A154 | North West | Freehold | 21/01/2021 |
| A155 | North West | Freehold | 21/01/2021 |
| A156 | North West | Freehold | 21/01/2021 |
| A157 | North West | Freehold | 21/01/2021 |
| A158 | North West | Freehold | 21/01/2021 |
| A159 | North West | Freehold | 21/01/2021 |
| A160 | North West | Freehold | 21/01/2021 |
| A161 | North West | Freehold | 21/01/2021 |
| A162 | North West | Freehold | 21/01/2021 |
| A163 | North West | Freehold | 21/01/2021 |
| A164 | North West | Freehold | 21/01/2021 |
| A165 | North West | Freehold | 21/01/2021 |
| A166 | North West | Freehold | 21/01/2021 |
| A167 | North West | Freehold | 29/01/2021 |
| A168 | London | Freehold | 19/02/2021 |
| A169 | East Midlands | Freehold | 07/01/2021 |
| A170 | East Midlands | Freehold | 07/01/2021 |
85
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A171 | East Midlands | Freehold | 07/01/2021 |
| A172 | East Midlands | Freehold | 07/01/2021 |
| A173 | East Midlands | Freehold | 07/01/2021 |
| A174 | East Midlands | Freehold | 07/01/2021 |
| A175 | East Midlands | Freehold | 07/01/2021 |
| A176 | East Midlands | Freehold | 07/01/2021 |
| A177 | East Midlands | Freehold | 07/01/2021 |
| A178 | East Midlands | Freehold | 07/01/2021 |
| A179 | North East | Freehold | 07/01/2021 |
| A180 | North East | Freehold | 08/01/2021 |
| A181 | North East | Freehold | 08/01/2021 |
| A182 | North East | Freehold | 08/01/2021 |
| A183 | North East | Freehold | 07/01/2021 |
| A184 | North East | Freehold | 07/01/2021 |
| A185 | North East | Freehold | 08/01/2021 |
| A186 | North East | Freehold | 08/01/2021 |
| A187 | North East | Freehold | 08/01/2021 |
| A188 | North East | Freehold | 08/01/2021 |
| A189 | North East | Freehold | 08/01/2021 |
| A190 | North East | Freehold | 07/01/2021 |
| A191 | North East | Freehold | 08/01/2021 |
| A192 | North East | Freehold | 07/01/2021 |
| A193 | North East | Freehold | 07/01/2021 |
| A194 | North East | Freehold | 07/01/2021 |
| A195 | North East | Freehold | 07/01/2021 |
| A196 | North East | Freehold | 07/01/2021 |
| A197 | North East | Freehold | 08/01/2021 |
| A198 | North East | Freehold | 08/01/2021 |
| A199 | North East | Freehold | 07/01/2021 |
| A200 | North East | Freehold | 07/01/2021 |
| A201 | North East | Freehold | 08/01/2021 |
| A202 | North East | Freehold | 08/01/2021 |
| A203 | North East | Freehold | 07/01/2021 |
| A204 | North East | Freehold | 07/01/2021 |
| A205 | North East | Freehold | 08/01/2021 |
| A206 | North East | Freehold | 08/01/2021 |
| A207 | North East | Freehold | 08/01/2021 |
| A208 | North East | Freehold | 07/01/2021 |
| A209 | East Midlands | Freehold | 22/01/2021 |
| A210 | North East | Freehold | 08/01/2021 |
| A211 | North East | Freehold | 08/01/2021 |
| A212 | North East | Freehold | 08/01/2021 |
| A213 | North East | Freehold | 29/01/2021 |
| A214 | East Midlands | Freehold | 22/01/2021 |
| A215 | East Midlands | Freehold | 22/01/2021 |
| A216 | East Midlands | Freehold | 22/01/2021 |
| A217 | East Midlands | Freehold | 22/01/2021 |
| A218 | East Midlands | Freehold | 22/01/2021 |
| A219 | East Midlands | Freehold | 22/01/2021 |
| A220 | East Midlands | Freehold | 22/01/2021 |
| A221 | East Midlands | Freehold | 22/01/2021 |
| A222 | East Midlands | Freehold | 22/01/2021 |
| A223 | East Midlands | Freehold | 22/01/2021 |
| A224 | East Midlands | Freehold | 22/01/2021 |
| A225 | East Midlands | Freehold | 22/01/2021 |
| A226 | East Midlands | Freehold | 22/01/2021 |
| A227 | East Midlands | Freehold | 22/01/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A228 | East Midlands | Freehold | 22/01/2021 |
| A229 | East Midlands | Freehold | 22/01/2021 |
| A230 | East Midlands | Freehold | 22/01/2021 |
| A231 | East Midlands | Freehold | 22/01/2021 |
| A232 | East Midlands | Freehold | 22/01/2021 |
| A233 | East Midlands | Freehold | 22/01/2021 |
| A234 | East Midlands | Freehold | 22/01/2021 |
| A235 | East Midlands | Freehold | 22/01/2021 |
| A236 | North East | Freehold | 08/01/2021 |
| A237 | North East | Freehold | 08/01/2021 |
| A238 | North East | Freehold | 08/01/2021 |
| A239 | West Midlands | Freehold | 06/01/2021 |
| A240 | West Midlands | Freehold | 06/01/2021 |
| A241 | West Midlands | Freehold | 06/01/2021 |
| A242 | West Midlands | Freehold | 06/01/2021 |
| A243 | West Midlands | Freehold | 06/01/2021 |
| A244 | West Midlands | Freehold | 06/01/2021 |
| A245 | West Midlands | Freehold | 06/01/2021 |
| A246 | West Midlands | Freehold | 06/01/2021 |
| A247 | West Midlands | Freehold | 06/01/2021 |
| A248 | West Midlands | Freehold | 06/01/2021 |
| A249 | West Midlands | Freehold | 06/01/2021 |
| A250 | West Midlands | Freehold | 06/01/2021 |
| A251 | West Midlands | Freehold | 06/01/2021 |
| A252 | West Midlands | Freehold | 06/01/2021 |
| A253 | West Midlands | Freehold | 06/01/2021 |
| A254 | West Midlands | Freehold | 06/01/2021 |
| A255 | West Midlands | Freehold | 06/01/2021 |
| A256 | West Midlands | Freehold | 06/01/2021 |
| A257 | West Midlands | Freehold | 06/01/2021 |
| A258 | West Midlands | Freehold | 06/01/2021 |
| A259 | West Midlands | Freehold | 06/01/2021 |
| A260 | West Midlands | Freehold | 06/01/2021 |
| A261 | West Midlands | Freehold | 06/01/2021 |
| A262 | West Midlands | Freehold | 06/01/2021 |
| A263 | West Midlands | Freehold | 06/01/2021 |
| A264 | West Midlands | Freehold | 06/01/2021 |
| A265 | West Midlands | Freehold | 06/01/2021 |
| A266 | West Midlands | Freehold | 06/01/2021 |
| A267 | West Midlands | Freehold | 06/01/2021 |
| A268 | West Midlands | Freehold | 06/01/2021 |
| A269 | West Midlands | Freehold | 06/01/2021 |
| A270 | West Midlands | Freehold | 06/01/2021 |
| A271 | West Midlands | Freehold | 06/01/2021 |
| A272 | West Midlands | Freehold | 06/01/2021 |
| A273 | West Midlands | Freehold | 05/01/2021 |
| A274 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A275 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A276 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A277 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A278 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A279 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A280 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A281 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A282 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A283 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A284 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A285 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A286 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A287 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A288 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A289 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A290 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A291 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A292 | North West | Freehold | 21/01/2021 |
| A293 | West Midlands | Freehold | 07/01/2021 |
| A294 | East of England | Freehold | 13/01/2021 |
| A295 | East of England | Freehold | 13/01/2021 |
| A296 | East of England | Freehold | 13/01/2021 |
| A297 | East of England | Freehold | 13/01/2021 |
| A298 | East of England | Freehold | 13/01/2021 |
| A299 | East of England | Freehold | 13/01/2021 |
| A300 | East of England | Freehold | 13/01/2021 |
| A301 | East of England | Freehold | 13/01/2021 |
| A302 | East of England | Freehold | 13/01/2021 |
| A303 | East of England | Freehold | 13/01/2021 |
| A304 | East of England | Freehold | 13/01/2021 |
| A305 | East of England | Freehold | 13/01/2021 |
| A306 | East of England | Freehold | 13/01/2021 |
| A307 | East of England | Freehold | 13/01/2021 |
| A308 | East of England | Freehold | 13/01/2021 |
| A309 | East of England | Freehold | 13/01/2021 |
| A310 | East of England | Freehold | 13/01/2021 |
| A311 | East of England | Freehold | 13/01/2021 |
| A312 | East of England | Freehold | 13/01/2021 |
| A313 | East of England | Freehold | 13/01/2021 |
| A314 | West Midlands | Freehold | 06/01/2021 |
| A315 | South West | Freehold | 22/01/2021 |
| A316 | South West | Freehold | 23/01/2021 |
| A317 | South West | Freehold | 18/01/2021 |
| A318 | South West | Freehold | 19/01/2021 |
| A319 | South West | Freehold | 20/01/2021 |
| A320 | South West | Freehold | 21/01/2021 |
| A321 | South West | Freehold | 24/01/2021 |
| A322 | South West | Freehold | 25/01/2021 |
| A323 | South West | Freehold | 26/01/2021 |
| A324 | South West | Freehold | 27/01/2021 |
| A325 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A326 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A327 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A328 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A329 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A330 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A331 | Yorkshire and the Humber | Freehold | 18/01/2020 |
| A332 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A334 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A335 | East Midlands | Freehold | 05/01/2021 |
| A336 | East Midlands | Freehold | 05/01/2021 |
| A337 | East Midlands | Freehold | 05/01/2021 |
| A338 | East Midlands | Freehold | 05/01/2021 |
| A339 | East Midlands | Freehold | 05/01/2021 |
| A340 | East Midlands | Freehold | 05/01/2021 |
| A341 | East Midlands | Freehold | 05/01/2021 |
| A342 | East Midlands | Freehold | 07/01/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A343 | East Midlands | Freehold | 05/01/2021 |
| A344 | East Midlands | Freehold | 05/01/2021 |
| A345 | East Midlands | Freehold | 05/01/2021 |
| A346 | East Midlands | Freehold | 05/01/2021 |
| A347 | East Midlands | Freehold | 05/01/2021 |
| A348 | East Midlands | Freehold | 05/01/2021 |
| A349 | East Midlands | Freehold | 07/01/2021 |
| A350 | East Midlands | Freehold | 05/01/2021 |
| A351 | East Midlands | Freehold | 05/01/2021 |
| A352 | East Midlands | Freehold | 05/01/2021 |
| A353 | East Midlands | Freehold | 05/01/2021 |
| A354 | East Midlands | Freehold | 05/01/2021 |
| A355 | East Midlands | Freehold | 05/01/2021 |
| A356 | East Midlands | Freehold | 05/01/2021 |
| A357 | East Midlands | Freehold | 05/01/2021 |
| A358 | East Midlands | Freehold | 05/01/2021 |
| A359 | East Midlands | Freehold | 05/01/2021 |
| A360 | East Midlands | Freehold | 05/01/2021 |
| A361 | East Midlands | Freehold | 05/01/2021 |
| A362 | East Midlands | Freehold | 05/01/2021 |
| A363 | East Midlands | Freehold | 05/01/2021 |
| A364 | East Midlands | Freehold | 07/01/2021 |
| A365 | East Midlands | Freehold | 05/01/2021 |
| A366 | East Midlands | Freehold | 05/01/2021 |
| A367 | East Midlands | Freehold | 05/01/2021 |
| A368 | East Midlands | Freehold | 07/01/2021 |
| A369 | East Midlands | Freehold | 05/01/2021 |
| A370 | East Midlands | Freehold | 05/01/2021 |
| A371 | East Midlands | Freehold | 05/01/2021 |
| A372 | East Midlands | Freehold | 05/01/2021 |
| A373 | East Midlands | Freehold | 05/01/2021 |
| A374 | East Midlands | Freehold | 07/01/2021 |
| A375 | East Midlands | Freehold | 05/01/2021 |
| A376 | East Midlands | Freehold | 05/01/2021 |
| A377 | East Midlands | Freehold | 05/01/2021 |
| A378 | East Midlands | Freehold | 05/01/2021 |
| A379 | East Midlands | Freehold | 05/01/2021 |
| A380 | East Midlands | Freehold | 05/01/2021 |
| A381 | East Midlands | Freehold | 05/01/2021 |
| A382 | East Midlands | Freehold | 05/01/2021 |
| A383 | East Midlands | Freehold | 05/01/2021 |
| A384 | East Midlands | Freehold | 05/01/2021 |
| A385 | East Midlands | Freehold | 05/01/2021 |
| A386 | East Midlands | Freehold | 05/01/2021 |
| A387 | East Midlands | Freehold | 05/01/2021 |
| A388 | East Midlands | Freehold | 07/01/2021 |
| A389 | East Midlands | Freehold | 05/01/2021 |
| A390 | East Midlands | Freehold | 05/01/2021 |
| A391 | East Midlands | Freehold | 07/01/2021 |
| A392 | East Midlands | Freehold | 07/01/2021 |
| A393 | East Midlands | Freehold | 05/01/2021 |
| A394 | East Midlands | Freehold | 05/01/2021 |
| A395 | East Midlands | Freehold | 05/01/2021 |
| A396 | East Midlands | Freehold | 07/01/2021 |
| A397 | East Midlands | Freehold | 05/01/2021 |
| A398 | East Midlands | Freehold | 05/01/2021 |
| A399 | East Midlands | Freehold | 05/01/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A400 | East Midlands | Freehold | 05/01/2021 |
| A401 | East Midlands | Freehold | 05/01/2021 |
| A402 | East Midlands | Freehold | 05/01/2021 |
| A403 | East Midlands | Freehold | 05/01/2021 |
| A404 | East Midlands | Freehold | 05/01/2021 |
| A405 | East Midlands | Freehold | 05/01/2021 |
| A406 | East Midlands | Freehold | 05/01/2021 |
| A407 | East Midlands | Freehold | 07/01/2021 |
| A408 | East Midlands | Freehold | 07/01/2021 |
| A409 | East Midlands | Freehold | 05/01/2021 |
| A410 | East Midlands | Freehold | 05/01/2021 |
| A411 | East Midlands | Freehold | 07/01/2021 |
| A412 | East Midlands | Freehold | 07/01/2021 |
| A413 | East Midlands | Freehold | 07/01/2021 |
| A414 | East Midlands | Freehold | 05/01/2021 |
| A415 | East Midlands | Freehold | 05/01/2021 |
| A416 | East Midlands | Freehold | 05/01/2021 |
| A417 | West Midlands | Freehold | 05/01/2021 |
| A418 | West Midlands | Freehold | 05/01/2021 |
| A419 | West Midlands | Freehold | 05/01/2021 |
| A420 | West Midlands | Freehold | 05/01/2021 |
| A421 | West Midlands | Freehold | 05/01/2021 |
| A422 | West Midlands | Freehold | 05/01/2021 |
| A423 | West Midlands | Freehold | 05/01/2021 |
| A424 | West Midlands | Freehold | 05/01/2021 |
| A425 | West Midlands | Freehold | 05/01/2021 |
| A426 | West Midlands | Freehold | 05/01/2021 |
| A427 | West Midlands | Freehold | 05/01/2021 |
| A428 | West Midlands | Freehold | 05/01/2021 |
| A429 | West Midlands | Freehold | 05/01/2021 |
| A430 | West Midlands | Freehold | 05/01/2021 |
| A431 | West Midlands | Freehold | 05/01/2021 |
| A432 | West Midlands | Freehold | 05/01/2021 |
| A433 | West Midlands | Freehold | 05/01/2021 |
| A434 | West Midlands | Freehold | 05/01/2021 |
| A435 | West Midlands | Freehold | 05/01/2021 |
| A436 | West Midlands | Freehold | 05/01/2021 |
| A437 | West Midlands | Freehold | 05/01/2021 |
| A438 | West Midlands | Freehold | 05/01/2021 |
| A439 | West Midlands | Freehold | 05/01/2021 |
| A440 | West Midlands | Freehold | 05/01/2021 |
| A441 | West Midlands | Freehold | 05/01/2021 |
| A442 | West Midlands | Freehold | 05/01/2021 |
| A443 | West Midlands | Freehold | 05/01/2021 |
| A444 | West Midlands | Freehold | 05/01/2021 |
| A445 | West Midlands | Freehold | 05/01/2021 |
| A446 | West Midlands | Freehold | 05/01/2021 |
| A447 | West Midlands | Freehold | 05/01/2021 |
| A448 | West Midlands | Freehold | 05/01/2021 |
| A449 | West Midlands | Freehold | 05/01/2021 |
| A450 | West Midlands | Freehold | 05/01/2021 |
| A451 | West Midlands | Freehold | 05/01/2021 |
| A452 | West Midlands | Freehold | 05/01/2021 |
| A453 | West Midlands | Freehold | 05/01/2021 |
| A454 | West Midlands | Freehold | 05/01/2021 |
| A455 | West Midlands | Freehold | 05/01/2021 |
| A456 | West Midlands | Freehold | 05/01/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A457 | West Midlands | Freehold | 05/01/2021 |
| A458 | West Midlands | Freehold | 05/01/2021 |
| A459 | West Midlands | Freehold | 05/01/2021 |
| A460 | West Midlands | Freehold | 05/01/2021 |
| A461 | West Midlands | Freehold | 05/01/2021 |
| A462 | West Midlands | Freehold | 05/01/2021 |
| A463 | West Midlands | Freehold | 05/01/2021 |
| A464 | West Midlands | Freehold | 05/01/2021 |
| A465 | London | Freehold | 22/02/2021 |
| A466 | North West | Freehold | 05/02/2021 |
| A467 | North West | Freehold | 05/02/2021 |
| A468 | South East | Freehold | 25/02/2021 |
| A469 | London | Freehold | 25/02/2021 |
| A470 | South East | Freehold | 16/02/2021 |
| A471 | South West | Freehold | 15/02/2021 |
| A472 | South West | Freehold | 15/02/2021 |
| A473 | South West | Freehold | 15/02/2021 |
| A474 | South West | Freehold | 15/02/2021 |
| A475 | South West | Freehold | 15/02/2021 |
| A476 | South West | Freehold | 15/02/2021 |
| A477 | South West | Freehold | 15/02/2021 |
| A478 | South West | Freehold | 15/02/2021 |
| A479 | South West | Freehold | 15/02/2021 |
| A480 | South West | Freehold | 15/02/2021 |
| A481 | South West | Freehold | 15/02/2021 |
| A482 | South West | Freehold | 15/02/2021 |
| A483 | South West | Freehold | 15/02/2021 |
| A484 | South West | Freehold | 15/02/2021 |
| A485 | South West | Freehold | 15/02/2021 |
| A486 | West Midlands | Freehold | 16/02/2021 |
| A487 | North East | Freehold | 16/02/2021 |
| A488 | North East | Freehold | 16/02/2021 |
| A489 | North East | Freehold | 16/02/2021 |
| A490 | North East | Freehold | 16/02/2021 |
| A491 | North East | Freehold | 16/02/2021 |
| A492 | North East | Freehold | 16/02/2021 |
| A493 | North East | Freehold | 16/02/2021 |
| A494 | North East | Freehold | 16/02/2021 |
| A495 | North East | Freehold | 16/02/2021 |
| A496 | North East | Freehold | 16/02/2021 |
| A497 | North East | Freehold | 16/02/2021 |
| A498 | North East | Freehold | 16/02/2021 |
| A499 | North East | Freehold | 16/02/2021 |
| A500 | North East | Freehold | 16/02/2021 |
| A501 | North East | Freehold | 16/02/2021 |
| A502 | North East | Freehold | 16/02/2021 |
| A503 | North East | Freehold | 16/02/2021 |
| A504 | North East | Freehold | 16/02/2021 |
| A505 | North East | Freehold | 16/02/2021 |
| A506 | North East | Freehold | 16/02/2021 |
| A507 | London | Freehold | 19/02/2021 |
| A508 | South East | Freehold | 18/02/2021 |
| A509 | South West | Freehold | 19/02/2021 |
| A510 | South East | Freehold | 17/02/2021 |
| A511 | West Midlands | Freehold | 17/02/2021 |
| A512 | North West | Freehold | 18/02/2021 |
| A513 | South West | Freehold | 19/02/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A514 | South West | Freehold | 19/02/2021 |
| A516 | West Midlands | Freehold | 18/02/2021 |
| A517 | West Midlands | Freehold | 18/02/2021 |
| A518 | West Midlands | Freehold | 19/02/2021 |
| A520 | South East | Freehold | 19/02/2021 |
| A521 | South East | Freehold | 18/02/2021 |
| A522 | South West | Freehold | 19/02/2021 |
| A523 | South West | Freehold | 19/02/2021 |
| A524 | South West | Freehold | 19/02/2021 |
| A525 | South West | Freehold | 19/02/2021 |
| A526 | South West | Freehold | 19/02/2021 |
| A527 | South West | Freehold | 19/02/2021 |
| A528 | South West | Freehold | 19/02/2021 |
| A529 | South West | Freehold | 19/02/2021 |
| A530 | South West | Freehold | 26/02/2021 |
| A531 | South West | Freehold | 26/02/2021 |
| A533 | South West | Freehold | 26/02/2021 |
| A534 | South West | Freehold | 26/02/2021 |
| A535 | South West | Freehold | 26/02/2021 |
| A536 | South West | Freehold | 26/02/2021 |
| A537 | South West | Freehold | 26/02/2021 |
| A538 | South West | Freehold | 26/02/2021 |
| A539 | South West | Freehold | 26/02/2021 |
| A540 | South West | Freehold | 26/02/2021 |
| A542 | South West | Freehold | 26/02/2021 |
| A543 | South West | Freehold | 26/02/2021 |
| A544 | South West | Freehold | 26/02/2021 |
| A545 | South West | Freehold | 26/02/2021 |
| A546 | South West | Freehold | 26/02/2021 |
| A547 | South West | Freehold | 26/02/2021 |
| A548 | South West | Freehold | 26/02/2021 |
| A549 | South West | Freehold | 26/02/2021 |
| A550 | South West | Freehold | 26/02/2021 |
| A551 | South West | Freehold | 26/02/2021 |
| A552 | South West | Freehold | 26/02/2021 |
| A553 | South West | Freehold | 26/02/2021 |
| A554 | South West | Freehold | 26/02/2021 |
| A555 | South West | Freehold | 26/02/2021 |
| A556 | South West | Freehold | 26/02/2021 |
| A557 | South West | Freehold | 26/02/2021 |
| A558 | South West | Freehold | 26/02/2021 |
| A559 | South West | Freehold | 26/02/2021 |
| A560 | North West | Freehold | 18/03/2021 |
| A568 | South West | Freehold | 25/02/2021 |
| A569 | South West | Freehold | 25/02/2021 |
| A570 | South West | Freehold | 25/02/2021 |
| A571 | South West | Freehold | 25/02/2021 |
| A572 | South West | Freehold | 25/02/2021 |
| A573 | South West | Freehold | 25/02/2021 |
| A574 | South West | Freehold | 25/02/2021 |
| A575 | North West | Freehold | 21/01/2021 |
| A576 | Yorkshire and the Humber | Freehold | 06/01/2021 |
| A577 | Yorkshire and the Humber | Freehold | 21/01/2021 |
| A578 | North West | Freehold | 22/01/2021 |
| A579 North East Freehold 07/01/2021 A580 South West Freehold 04/03/2021 A581 London Freehold 23/03/3021 A582 South West Freehold 04/03/2021 A583 South West Freehold 10/03/2021 A584 London Freehold 23/03/3021 A585 London Freehold 23/03/3021 A586 London Freehold 23/03/3021 A587 South West Freehold 24/02/2021 A588 West Midlands Freehold 17/08/2021 A589 South West Freehold 26/08/2021 A590 East of England Freehold 06/08/2021 A591 London Freehold 03/08/2021 A592 London Freehold 03/08/2021 A593 London Freehold 03/08/2021 A594 London Freehold 03/08/2021 A595 London Freehold 03/08/2021 A596 Yorkshire and the Humber Freehold 29/07/2021 A597 North West Freehold 26/08/2021 A598 North West Freehold 26/08/2021 A599 London Freehold 03/08/2021 A600 London Freehold 03/08/2021 A601 London Freehold 03/08/2021 A602 South East Freehold 09/08/2021 A603 South East Freehold 09/08/2021 A604 South East Freehold 09/08/2021 A605 South East Freehold 09/08/2021 A606 South East Freehold 09/08/2021 A607 South East Freehold 09/08/2021 A608 East Midlands Freehold 03/08/2021 A609 London Freehold 03/08/2021 A610 London Freehold 03/08/2021 A611 London Freehold 03/08/2021 A612 London Freehold 03/08/2021 A613 London Freehold 03/08/2021 A614 London Freehold 03/08/2021 A615 North West Freehold 28/07/2021 A616 North West Freehold 28/07/2021 A617 West Midlands Freehold 17/08/2021 A618 West Midlands Freehold 17/08/2021 A619 West Midlands Freehold 17/08/2021 A620 West Midlands Freehold 17/08/2021 A621 West Midlands Freehold 17/08/2021 A622 West Midlands Freehold 17/08/2021 A623 West Midlands Freehold 17/08/2021 A624 West Midlands Freehold 17/08/2021 A625 West Midlands Freehold 17/08/2021 A626 West Midlands Freehold 17/08/2021 A627 North East Freehold 20/08/2021 A628 North East Freehold 20/08/2021 A629 North East Freehold 20/08/2021 A630 North East Freehold 20/08/2021 A631 North East Freehold 20/08/2021 A632 North East Freehold 20/08/2021 A633 North East Freehold 20/08/2021 A634 Yorkshire and the Humber Freehold 13/08/2021 A635 Yorkshire and the Humber Freehold 13/08/2021 |
Number | Region | Tenure | Date of Inspection |
|---|---|---|---|---|
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A636 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A637 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A638 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A639 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A640 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A641 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A642 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A643 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A644 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A645 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A646 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A647 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A648 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A649 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A650 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A651 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A652 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A653 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A654 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A655 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A656 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A657 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A658 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A659 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A660 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A661 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A662 A663 |
Yorkshire and the Humber Yorkshire and the Humber |
Freehold Freehold |
13/08/2021 13/08/2021 |
| A664 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A665 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A666 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A667 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A669 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A672 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A673 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A674 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A675 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A676 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A677 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A678 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A679 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A680 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A681 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A682 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A683 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A684 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A685 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A686 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A687 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A688 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A689 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A690 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A691 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A692 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A694 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A695 | Yorkshire and the Humber | Freehold | 13/08/2021 |
| A696 | North East | Freehold | 20/08/2021 |
| Number | Region | Tenure | Date of Inspection |
|---|---|---|---|
| A697 | North East | Freehold | 20/08/2021 |
| A698 | North East | Freehold | 20/08/2021 |
| A699 | North East | Freehold | 20/08/2021 |
| A700 | North East | Freehold | 20/08/2021 |
| A701 | North East | Freehold | 20/08/2021 |
| A702 | North East | Freehold | 20/08/2021 |
| A703 | North East | Freehold | 20/08/2021 |
| A704 | North East | Freehold | 20/08/2021 |
| A705 | North East | Freehold | 20/08/2021 |
| A706 | North East | Freehold | 20/08/2021 |
| A707 | North East | Freehold | 20/08/2021 |
| A708 | North East | Freehold | 20/08/2021 |
| A709 | North East | Freehold | 20/08/2021 |
| A710 | North East | Freehold | 20/08/2021 |
| A711 | North East | Freehold | 20/08/2021 |
| A712 | North East | Freehold | 20/08/2021 |
| A713 | North East | Freehold | 20/08/2021 |
| A714 | North East | Freehold | 20/08/2021 |
| A715 | North East | Freehold | 20/08/2021 |
| A716 | North East | Freehold | 20/08/2021 |
| A717 | North East | Freehold | 20/08/2021 |
| A718 | North East | Freehold | 20/08/2021 |
| A719 | North East | Freehold | 20/08/2021 |
| A720 | North East | Freehold | 20/08/2021 |
| A721 | North East | Freehold | 20/08/2021 |
| A722 | North East | Freehold | 20/08/2021 |
| A723 | North East | Freehold | 20/08/2021 |
| A724 | North East | Freehold | 20/08/2021 |
| A725 | North East | Freehold | 20/08/2021 |
| A726 | North East | Freehold | 20/08/2021 |
1.1.8 In this Prospectus, references to a company's accounting period are to its accounting period for UK corporation tax purposes. This period can differ from a company's accounting period for other purposes.
The principal company of a REIT Group or a company that is a REIT must be solely UK resident for tax purposes, its ordinary shares must be admitted to trading on a recognised stock exchange and it must not be an open-ended investment company. The Company's shares must either be listed on a recognised stock exchange throughout each accounting period or traded on a recognised stock exchange in each accounting period. This listing/traded requirement is relaxed in the first three accounting periods. The principal company of a REIT Group or a company that is a REIT must also not be a close company (the "close company condition"). In summary, the close company condition amounts to a requirement that the company cannot be under the control of 5 or fewer participators (meaning generally shareholders or loan creditors), or of participators who are directors, subject to certain exceptions. A close company that is only close because it has a participator which is an "institutional investor" under the REIT Regime will not violate the non-close company rule. The close company condition is relaxed for the first three years.
1.2.3 Share capital restrictions
The principal company of a REIT Group or a company that is a REIT must have only one class of ordinary share in issue. The only other shares it may issue are non-voting restricted preference shares, including shares which would be non-voting restricted preference shares but for the fact that they carry a right of conversion into shares or securities in the Company.
The principal company of a REIT Group or a company that is a REIT must not be party to any loan in respect of which the lender is entitled to interest which exceeds a reasonable commercial return on the consideration lent or where the interest depends to any extent on the results of any of its business or on the value of any of its assets (subject to exceptions). In addition, the amount repayable must either not exceed the amount lent or must be reasonably comparable with the amount generally repayable (in respect of an equal amount lent) under the terms of issue of securities listed on a recognised stock exchange.
(d) at the beginning of the accounting period the value of the assets in the Property Rental Business must represent at least 75 per cent. of the total value of assets held (the "75 per cent. assets condition"). Cash and the value of shares held in other REITs are included in the value of the assets relating to the Property Rental Business for the purpose of meeting this condition.
The principal company of a REIT Group or a company that is a REIT will be required (to the extent permitted by law) to distribute to shareholders (by way of cash or stock dividend), on or before the filing date for the tax return for the accounting period in question, at least 90 per cent. of its income profits (broadly, calculated using normal UK corporation tax rules and excluding any realised or unrealised gains or losses) in respect of its (or the REIT Group's) Property Rental Business (the "90 per cent. distribution condition") together with all of the Company's (or the REIT Group's) UK REIT investment profits (broadly dividends received from other REITs in which the Company (or REIT Group) holds shares). For the purpose of satisfying the 90 per cent. distribution condition, any dividend withheld in order to comply with the 10 per cent. rule (as described below) will be treated as having been paid.
There is an exemption for distributions of profits or gains of the Property Rental Business of one REIT to another REIT. The investing REIT is required to distribute 100 per cent. of such distributions to its shareholders. The investment by one REIT in another REIT will effectively be treated as a Property Rental Business asset for the purposes of the 75 per cent. assets condition.
A REIT will not pay UK corporation tax on profits and gains from the Property Rental Business. Since 6 April 2019, gains on a disposal by a member of a REIT Group of shares in a property-owning subsidiary which is "UK property rich" (which broadly means it derives 75 per cent. or more of its value from interests in UK land) are treated as exempt gains from a REIT Group's Property Rental Business, but it should be noted that this exemption applies only on a proportionate basis, with the proportion of the gain that is exempted being the same as the proportion which the value of the UK property rental business assets of the company disposed of bears to that company's total assets (as at the beginning of the accounting period in which the disposal takes place).
Corporation tax will still apply in the normal way in respect of the Residual Business. A company that is a REIT (and its REIT Group) will also continue to pay all other applicable taxes including VAT, stamp duty land tax, stamp duty, PAYE, rates and national insurance contributions in the normal way.
When the principal company of a REIT Group or a company that is a REIT pays a dividend, that dividend must be paid as a PID to the extent necessary to satisfy the 90 per cent. distribution condition and the requirement to distribute UK REIT investment profits. If the dividend exceeds the amount required to satisfy that test, then depending on the exact position of the business (e.g. any requirement to pay further PIDs before a Non-PID dividend can be paid) the REIT may determine that all or part of the balance is a Non-PID Dividend. Subject to certain exceptions, PIDs will be subject to withholding tax at the basic rate of income tax (currently 20 per cent). Further details of the United Kingdom tax treatment of certain categories of shareholder while the Company (and the Group) are in the REIT Regime are contained in paragraph 2 of this Part 7.
If a REIT ceases to be a REIT, dividends paid by the principal company of a REIT Group or a company that is a REIT may nevertheless be PIDs to the extent they are paid in respect of profits and gains of the Property Rental Business arising whilst within the REIT Regime.
A tax charge may arise to the principal company of a REIT Group or a company that is a REIT if, in respect of any accounting period, the ratio of income profits (subject to certain adjustments) to financing costs is less than 1.25:1. The amount (if any) by which the financing costs exceed the amount of those costs which would cause that ratio to equal 1.25:1 is (subject to a cap of 20 per cent. of the income profits) generally chargeable to corporation tax. HMRC has the power to waive such corporation tax charge if it is satisfied that: (i) the principal company of a REIT Group or a company that is a REIT was in severe financial difficulties at a time in the relevant accounting period; (ii) the ratio is less than 1.25:1 as a result of circumstances that arose unexpectedly; and (iii) in those circumstances the company could not reasonably have taken action to avoid such a result.
1.4.4 The "10 per cent. rule"
The principal company of a REIT Group or a company that is a REIT may become subject to an additional tax charge if it makes a distribution to, or in respect of, a person beneficially entitled, directly or indirectly, to 10 per cent. or more of the Company's distributions or share capital or that controls, directly or indirectly, 10 per cent. or more of the voting rights in the company. Shareholders should note that this tax charge only applies where a distribution is made (or attributed) to persons that are companies or are treated as bodies corporate in accordance with the law of an overseas jurisdiction with which the UK has a double taxation agreement, or in accordance with such a double taxation agreement. It does not generally apply where a nominee has such a 10 per cent. or greater holding unless the persons on whose behalf the nominee holds the shares meet the test in their own right. This tax charge will not be incurred if the principal company has taken "reasonable steps" to avoid paying dividends to such a shareholder. HMRC guidance describes certain actions that a REIT may take to show it has taken such "reasonable steps". One of these actions is to include restrictive provisions in the REIT's articles of association to address this requirement, and the Company's Articles therefore contain provisions designed to avoid the situation where distributions may become payable to a Substantial Shareholder. These provisions are summarised at paragraph 3 of this Part 7.
A property in relation to which development has been undertaken by a REIT can be within the Property Rental Business provided certain conditions are met. However, if the costs of the development exceed 30 per cent. of the fair value of the asset at the later of: (a) the date on which the relevant company becomes a member of a REIT, and (b) the date of the acquisition of the development property, and the REIT sells the development property within three years of completion of the development, the property will be treated as never having been part of the Property Rental Business for the purposes of calculating any profits arising on disposal of the property. Any profit will be chargeable to corporation tax as part of the Residual Business.
If a REIT disposes of a property (whether or not a development property) in the course of a trade, the property will be treated as never having been within the Property Rental Business for the purposes of calculating any profit arising on disposal of the property. Any profit will generally be chargeable to corporation tax as part of the Residual Business.
In general, where an asset owned by a REIT and used for the Property Rental Business begins to be used for the Residual Business, there will be a tax-exempt market value disposal of the asset. Where an asset owned by a REIT and used for the Residual Business begins to be used for the Property Rental Business, this may, depending on the circumstances, constitute a taxable disposal of the asset.
The REIT Regime also makes certain provisions for corporate joint ventures. If the REIT is beneficially entitled to at least 40 per cent. of the profits available for distribution to equity holders in a joint venture company and at least 40 per cent. of the assets of the joint venture company available to equity holders in the event of a winding up, that joint venture company (or its subsidiaries) is carrying on a Property Rental Business which satisfies the 75 per cent. profits condition and the 75 per cent. assets condition (the "JV company") and certain other conditions are satisfied, the principal company may, by giving notice to HMRC, elect for the assets and income of the JV company to be included in the Property Rental Business for tax purposes (on a proportionate basis). In such circumstances, the income of the JV company will count towards the 90 per cent. distribution condition and the 75 per cent. profits condition, and its assets will count towards the 75 per cent. assets condition (on a proportionate basis).
If HMRC believes that a company that is or is a member of a REIT has been involved in certain tax avoidance arrangements, it may cancel the tax advantage obtained and, in addition, impose a tax charge equal to the amount of the tax advantage. In addition, if HMRC consider that the circumstances are sufficiently serious or if two or more notices in relation to the obtaining of a tax advantage are issued by HMRC in a 10 year period, they may require a company to exit the REIT Regime.
A company can give notice to HMRC that it wants to leave the REIT Regime at any time. The Board retains the right to decide that the company should exit the REIT Regime at any time in the future without shareholder consent if it considers this to be in the best interests of the Company.
If a company voluntarily leaves the REIT Regime within ten years of joining and within two years of leaving disposes of any property that was involved in its Property Rental Business, any uplift in the base cost of the property as a result of the deemed disposals on entry into and exit from the REIT Regime (or as a movement from the Property Rental Business to the Residual Business) is disregarded in calculating the gain or loss on the disposal.
It is important to note that it cannot be guaranteed that the Company or its REIT Group will comply with all of the REIT conditions and that the REIT Regime may cease to apply in some circumstances.
Shareholders and/or prospective investors should note that it is possible that the Company or its REIT Group could lose its status as a REIT as a result of actions by third parties (for example, in the event of a successful takeover by a company that is not a REIT) or other circumstances outside the Company's control.
The tax legislation of a Shareholder's or potential investor's home country and of the UK may have an impact on the income received from the Ordinary Shares.
The following paragraphs are intended as a general guide only to certain aspects of current UK tax law and HMRC published practice, each of which may change, possibly with retrospective effect. They apply only to certain Shareholders resident for UK tax purposes (and, in the case of individuals, domiciled) in the UK, save where express reference is made to non-UK resident persons. They do not constitute tax advice.
The statements are not applicable to all categories of Shareholders, and in particular are not addressed to (i) Shareholders who do not hold their Ordinary Shares as investments or who are not the absolute beneficial owners of those shares or dividends in respect of those shares; (ii) Shareholders who own (or are deemed to own) ten per cent. or more of the shares or voting power or entitlement to distributions of the Company; (iii) special classes of Shareholders such as dealers in securities, broker-dealers, insurance companies, trustees of certain trusts and persons entitled to certain tax exemptions; (iv) Shareholders who hold Ordinary Shares as part of hedging or commercial transactions, (v) Shareholders who hold Ordinary Shares in connection with a trade, profession or vocation carried on in the UK (whether through a branch or agency or otherwise); (vi) Shareholders who hold Ordinary Shares acquired by reason of any office or employment; and (vii) Shareholders who hold Ordinary Shares in an ISA, SIPP or SSAS. Shareholders who are in any doubt about their tax position, or who are subject to tax in a jurisdiction other than the United Kingdom, should consult their own appropriate independent professional adviser without delay, particularly concerning their tax liabilities on PIDs, whether they are entitled to claim any repayment of tax, and, if so, the procedure for doing so. Non-UK resident shareholders should note that, as discussed at paragraph 2.4 below, they may be subject to UK tax on any chargeable gains arising on a disposal of Ordinary Shares.
The Company will not be required to withhold tax at source when paying a Non-PID Dividend to any Shareholder (whether in cash or in the form of a stock dividend).
UK tax-resident individual Shareholders who receive a Non-PID Dividend from the Company will be entitled to an annual tax-free allowance of £2,000 (to the extent that this tax-free allowance has not already been utilised in respect of other dividends received by the Shareholder). To the extent that dividend income exceeds the annual tax free dividend allowance, tax will be imposed at the rates of 7.5 per cent. to the extent falling within the basic rate, 32.5 per cent. to the extent falling within the higher rate and 38.1 per cent. to the extent falling within the additional rate.
Shareholders who are subject to UK corporation tax will be subject to corporation tax on Non-PID Dividends paid by the Company, unless the Non-PID Dividends fall within an exempt class set out in Part 9A of the Corporation Tax Act 2009 and certain other conditions are met. Whether an exempt class applies and whether the other conditions are met will depend on the circumstances of the particular Shareholder, although it is expected that the Non-PID Dividends paid by the Company would normally be exempt.
Subject to certain exceptions summarised below, the Company is required to withhold income tax at source at the basic rate of income tax (currently 20 per cent) from its PIDs (whether paid in cash or in the form of a stock dividend). The Company will provide Shareholders with a certificate setting out the gross amount of the PID, the amount of tax withheld, and the net amount of the PID.
Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are individuals as the profits of a single UK property business (as defined in Section 264 of the Income Tax (Trading and Other Income) Act 2005). A PID is, together with any PID from any other company to which Part 12 of the CTA 2010 applies, treated as profits of a UK property business which is separate from any other UK property business carried on by the relevant Shareholder. This means that any surplus expenses from a Shareholder's other UK property business cannot be offset against a PID as part of a single calculation of the profits of the Shareholder's UK property business.
UK individuals may be entitled to a £1,000 property income allowance. Where the individual's property income falls below the threshold the individual is entitled to full relief from income tax on that amount. However, this allowance does not apply to PIDs.
Where UK income tax has been withheld at source, individual Shareholders who are resident in the UK for tax purposes may, depending on their circumstances, either be liable to further tax on their PIDs at their applicable marginal rate, or be entitled to claim repayment of some or all of the tax withheld on their PIDs.
Subject to certain exceptions, a PID will generally be treated in the hands of Shareholders who are subject to UK corporation tax as profits of a UK property business (as defined in Part 4 of the Corporation Tax Act 2009). This means that, subject to the availability of any exemptions or reliefs, such Shareholders should be liable to UK corporation tax on the entire amount of their PID. A PID is, together with any PID from any other company to which Part 12 of the CTA 2010 applies, treated as profits of a UK property business which is separate from any other UK Property business carried on by the relevant Shareholder. This means that any surplus expenses from a Shareholder's different UK property business cannot be off-set against a PID as part of a single calculation of the Shareholder's UK property profits.
Shareholders who are subject to corporation tax will generally be liable to pay corporation tax on PIDs received. If income tax is withheld at source the tax withheld can generally be set against their liability to UK corporation tax in the accounting period in which the PID is received.
Where a Shareholder who is resident outside the UK receives a PID, the PID will generally be chargeable to UK tax as profit of a UK property business and this tax will generally be collected by way of a withholding by the Company.
It is not possible for a Shareholder to make a claim under a relevant double taxation treaty with the UK for a PID to be paid by the Company gross or at a reduced rate. However, the Shareholder may be able to claim repayment of any part of the tax withheld from a PID, depending on the existence and terms of any such double taxation treaty between the UK and the country in which the Shareholder is resident for tax purposes.
Shareholders should note that, in certain circumstances, the Company may not be obliged to withhold UK income tax at source from a PID. These include where the Company reasonably believes that the person beneficially entitled to the PID is a company resident for tax purposes in the UK, a company resident for tax purposes outside the UK with a permanent establishment in the UK which is required to bring the PID into account in computing its chargeable profits, or certain charities. They also include where the Company reasonably believes that the PID is paid to the scheme administrator of a registered pension scheme, or the sub-scheme administrator of certain pension sub-schemes or the account manager of an ISA, provided the Company reasonably believes that the PID will be applied for the purposes of the relevant scheme or account.
In order to pay a PID without withholding tax, the Company will need to be satisfied that the Shareholder concerned is entitled to that treatment. For that purpose the Company will require such Shareholders to submit a valid claim form (copies of which may be obtained on request from the Registrar). Shareholders should note that the Company may seek recovery from Shareholders if the statements made in their claim form are incorrect and the Company suffers tax as a result. The Company will, in some circumstances, suffer tax if its reasonable belief as to the status of the Shareholder turns out to have been mistaken.
A sale or other disposal of Ordinary Shares by a Shareholder may give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains, depending on the Shareholder's particular circumstances and subject to any available exemption or relief.
It should be noted that legislation introduced in Finance Act 2019 (the "2019 NRCGT Rules") means that, since 6 April 2019, a non-resident person disposing of shares in a company that is "UK property rich" is chargeable to UK capital gains tax (in the case an individual) or UK corporation tax on chargeable gains (in the case of companies or entities treated as companies) in respect of that disposal. Where the shares disposed of are shares in a "collective investment vehicle", or otherwise have a relevant connection with a collective investment vehicle, there is no minimum level of shareholding required in order for the non-resident to fall within the new rules (subject to certain limited exceptions for non-UK life assurance companies and certain widely-held non-UK collective investment vehicles). The Company is considered to be "UK property rich" for these purposes and is also a "collective investment vehicle". As such, non-resident Shareholders disposing of Ordinary Shares may, depending on their circumstances, be required to pay UK tax on any chargeable gain arising on that disposal (or, if relevant, may realise an allowable loss) under the 2019 NRCGT Rules.
A non-resident that makes (or is treated as making) a disposal of Ordinary Shares will generally be required to provide a tax return to HM Revenue & Customs and account for any tax due in respect of any chargeable gain. Depending on the Shareholder's particular circumstances, exceptions from the requirement to file a tax return in relation to a disposal of Ordinary Shares may apply in certain cases where no tax would be required to be accounted for or where the disposal has already been accounted for on a tax return.
Non-resident Shareholders should seek independent professional advice as to the consequences of the 2019 NRCGT rules for them, in particular with regard to their obligations to file UK tax returns and pay UK tax in relation to disposals of Ordinary Shares. It should be noted that non-resident Shareholders may, depending on their circumstances, also be subject to non-UK tax, in their jurisdiction of tax residence, on disposals of Ordinary Shares. Non-resident Shareholders should seek independent professional advice as to whether any relief is available under applicable double tax treaties or whether any other exemptions or reliefs are available.
UK resident individuals are generally entitled to an annual exemption from capital gains tax. This is £12,300 for the tax year 2021/2022. This annual exemption will generally also be available to non-resident individual Shareholders who, as a result of the 2019 NRCGT Rules, come within the charge to UK capital gains tax on disposals of the Ordinary Shares.
As a matter of UK tax law, the acquisition of New Ordinary Shares pursuant to the Open Offer may not, strictly speaking, constitute a reorganisation of share capital for the purposes of UK taxation of chargeable gains. The published practice of HMRC to date has been to treat any subscription of shares by an existing shareholder which is equal to or less than the shareholder's minimum entitlement pursuant to the terms of an open offer as a reorganisation, but it is not certain that HMRC will apply this practice in circumstances where an open offer is not made to all shareholders. HMRC's treatment of the Open Offer cannot therefore be guaranteed and specific confirmation has not been requested in relation to the Open Offer.
To the extent that the acquisition of the New Ordinary Shares pursuant to the Open Offer is regarded as a reorganisation of the share capital of the Company for the purposes of UK taxation of chargeable gains, the New Ordinary Shares issued to a Shareholder will generally be treated as the same asset as, and as having been acquired at the same time as, the Shareholder's existing holding of Ordinary Shares. The amount of subscription monies paid for the New Ordinary Shares will be added to the base cost of Shareholder's existing holding of Ordinary Shares.
If, or to the extent that, the acquisition of New Ordinary Shares under the Open Offer is not regarded as a reorganisation of the share capital of the Company for the purposes of UK taxation of chargeable gains, the New Ordinary Shares will generally be treated as having been acquired as part of a separate acquisition of shares with the price paid for those New Ordinary Shares constituting their base cost.
2.4.3 New Ordinary Shares acquired pursuant to the Initial Placing, Offer for Subscription, Intermediaries Offer and any Subsequent Placing
The issue of New Ordinary Shares pursuant to the Initial Placing, Offer for Subscription, Intermediaries Offer and any Subsequent Placing will not constitute a reorganisation of the share capital of the Company for the purposes of UK taxation of chargeable gains and, accordingly, will generally be treated as a separate acquisition of shares with the price paid for those New Ordinary Shares constituting their base cost.
No UK stamp duty or SDRT should arise on the issue of New Ordinary Shares pursuant to the Initial Issue or any Subsequent Placing.
Any conveyance or transfer on a sale of Ordinary Shares will generally be subject to UK stamp duty at the rate of 0.5 per cent. of the consideration given for the transfer, subject to the availability of certain exemptions and reliefs. The purchaser normally pays the stamp duty (rounded up to the nearest £5).
An unconditional agreement to transfer Ordinary Shares will normally give rise to a charge to SDRT at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer. If an instrument of transfer is executed pursuant to the agreement and duly stamped within six years of the date on which the agreement is made (or, if the agreement is conditional, the date on which the agreement becomes unconditional) any SDRT paid is generally repayable, generally with interest, and otherwise the SDRT charge is cancelled. SDRT is, in general, payable by the purchaser.
Paperless transfers of Ordinary Shares within the CREST system will generally be liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST system. Deposits of Ordinary Shares into CREST will not generally be subject to SDRT, unless the transfer into CREST is itself for consideration.
A market value charge to UK stamp duty applies to transfers of listed securities by a person (or its nominee) to a connected company (or its nominee), subject to the availability of relief. A market value charge to SDRT applies to unconditional agreements to transfer listed securities in the same circumstances unless the SDRT charge is cancelled, as outlined above. Ordinary Shares will be listed securities for these purposes if they are admitted to trading on the main market of the London Stock Exchange.
Ordinary Shares acquired by a UK resident individual Shareholder pursuant to the Open Offer, Offer for Subscription, the Intermediaries Offer or in the secondary market (but not directly under the Initial Placing or any Subsequent Placing) should be eligible to be held in an ISA, subject to applicable annual subscription limits.
Subject to the rules of the particular SIPP or SSAS, the Ordinary Shares should be eligible for inclusion provided, broadly, that the pension scheme member (or an associated or connected person) does not occupy or use any residential property held by the Company (or its REIT Group) and the SIPP or SSAS in question does not hold (directly or indirectly) more than 10 per cent. of any of the Ordinary Shares or the Company's voting rights or rights to income or amounts on a distribution or rights to the assets on a winding up.
Individuals wishing to invest in New Ordinary Shares through an ISA, SIPP or SSAS should contact their professional advisers regarding their eligibility.
The Articles contain provisions designed to enable the Company to demonstrate to HMRC that it has taken "reasonable steps" to avoid paying a dividend (or making any other distribution) to any Substantial Shareholder.
If a distribution is paid to a Substantial Shareholder and the Company has not taken reasonable steps to avoid doing so, the Company would become subject to a UK corporation tax charge.
The Articles contain special articles for this purpose (the "Special Articles"). The text of the Special Articles is set out in paragraph 4 of this Part 7.
The Special Articles:
The effect of the Special Articles is explained in more detail below.
The share register of the Company records the legal owner and the number of Ordinary Shares they own but does not identify the persons who are beneficial owners of the Ordinary Shares or are entitled to control the voting rights attached to the Ordinary Shares or are beneficially entitled to dividends. While the requirements for the notification of interests in shares provided in Part VI of the Companies Act and the Board's rights to require disclosure of such interests (pursuant to Part 22 of the Companies Act and Article 188 of the Articles) should assist in the identification of Substantial Shareholders, those provisions are not on their own sufficient.
Accordingly, the Special Articles require a Substantial Shareholder and any registered Shareholder holding Ordinary Shares on behalf of a Substantial Shareholder to notify the Company if his Ordinary Shares form part of a Substantial Shareholding. Such a notice must be given within two business days. The Special Articles give the Board the right to require any person to provide information in relation to any Ordinary Shares in order to determine whether the Ordinary Shares form part of a Substantial Shareholding. If the required information is not provided within the time specified (which is seven days after a request is made or such other period as the Board may decide), the Board is entitled to impose sanctions, including withholding dividends (as described in paragraph 3.3 below) and/or requiring the transfer of the Ordinary Shares to another person who is not, and does not thereby become, a Substantial Shareholder (as described in paragraph 3.6 below).
The Special Articles provide that a dividend will not be paid on any Ordinary Shares that the Board believes may form part of a Substantial Shareholding unless the Board is satisfied that the Substantial Shareholder is not beneficially entitled to the dividend.
If in these circumstances payment of a dividend is withheld, the dividend will be paid subsequently if the Board is satisfied that:
For this purpose references to the "transfer" of an Ordinary Share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to dividends in respect of, that Ordinary Share.
The Special Articles provide that dividends may be paid on Ordinary Shares that form part of a Substantial Shareholding if the Board is satisfied that the right to the dividend has been transferred to a person who is not, and does not thereby become, a Substantial Shareholder and the Board may be satisfied that the right to the dividend has been transferred if it receives a certificate containing appropriate confirmations and assurances from the Substantial Shareholder. Such a certificate may apply to a particular dividend or to all future dividends in respect of Ordinary Shares forming part of a specified Substantial Shareholding, until notice rescinding the certificate is received by the Company. A certificate that deals with future dividends will include undertakings by the person providing the certificate:
The Directors may require that any such certificate is copied or provided to such persons as they may determine, including HMRC.
If the Board believes a certificate given in these circumstances is or has become inaccurate, then it will be able to withhold payment of future dividends (as described above). In addition, the Board may require a Substantial Shareholder to pay to the Company the amount of any tax payable (and other costs incurred) as a result of a dividend having been paid to a Substantial Shareholder in reliance on the inaccurate certificate. The Board may require a sale of the relevant Ordinary Shares and retain the amount claimed from the proceeds.
Certificates provided in the circumstances described above will be of considerable importance to the Company in determining whether dividends can be paid. If the Company suffers loss as a result of any misrepresentation or breach of undertaking given in such a certificate, it may seek to recover damages directly from the person who has provided it. Any such tax may also be recovered out of dividends to which the Substantial Shareholder concerned may become entitled in the future.
The effect of these provisions is that there is no restriction on a person becoming or remaining a Substantial Shareholder provided that the person who does so makes appropriate arrangements to divest itself of the entitlement to dividends.
The Special Articles provide that if a dividend is in fact paid on Ordinary Shares forming part of a Substantial Shareholding (which might occur, for example, if a Substantial Shareholding is split among a number of nominees and is not notified to the Company prior to a dividend payment date) the dividends so paid are to be held on trust by the recipient for any person (who is not a Substantial Shareholder) nominated by the Substantial Shareholder concerned. The person nominated as the beneficiary could be the purchaser of the Ordinary Shares if the Substantial Shareholder is in the process of selling down their holding so as not to cause the Company to breach the Substantial Shareholder rule. If the Substantial Shareholder does not nominate anyone within 12 years, the dividend concerned will be held on trust for the Company or such charity as the Board may nominate.
If the recipient of the dividend passes it on to another without being aware that the Ordinary Shares in respect of which the dividend was paid were part of a Substantial Shareholding, the recipient will have no liability as a result. However, the Substantial Shareholder who receives the dividend should do so subject to the terms of the trust and as a result may not claim to be beneficially entitled to those dividends.
The Special Articles also allow the Board to require the disposal of Ordinary Shares forming part of a Substantial Shareholding if:
In these circumstances, if the Company incurs a charge to tax as a result of one of these events, the Board may, instead of requiring the Shareholder to dispose of the Ordinary Shares, arrange for the sale of the relevant Ordinary Shares and for the Company to retain from the sale proceeds an amount equal to any tax so payable.
The Special Articles do not prevent a person from acquiring control of the Company through a takeover or otherwise, although as explained above, such an event may cause the Company to cease to qualify as a REIT.
The Special Articles also give the Company power to require any Shareholder who applies to be paid dividends without any tax withheld to provide such certificate as the Board may require to establish the Shareholder's entitlement to that treatment.
The Special Articles may be amended by special resolution passed by the Shareholders in the future, including to give powers to the Directors to ensure that the Company can comply with the close company condition described in this Part 5, which powers may include the ability to arrange for the sale of Ordinary Shares on behalf of Shareholders.
Any such notice shall be delivered by the end of the second Business Day after the day on which the person becomes a Substantial Shareholder or a Relevant Registered Shareholder or the change in relevant particulars or within such shorter or longer period as the Directors may specify from time to time.
(2) The Directors may at any time give notice in writing to any person requiring him, within such period as may be specified in the notice (being seven days from the date of service of the notice or such shorter or longer period as the Directors may specify in the notice), to deliver to the Company at the Office such information, certificates and declarations as the Directors may require to establish whether or not he is a Substantial Shareholder or a Relevant Registered Shareholder or to comply with any Reporting Obligation. Each such person shall deliver such information, certificates and declarations within the period specified in such notice.
of the Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid (provided the Directors are satisfied that following such transfer such shares concerned do not form part of a Substantial Shareholding); and
(c) if the Directors are satisfied that as a result of a transfer of interests in shares referred to in Article 189(3)(b) above the remaining shares no longer form part of a Substantial Shareholding, in which case the Distribution attributable to such shares shall be paid.
In this Article 189, references to the "transfer" of a share include the disposal (by any means) of beneficial ownership of, control of voting rights in respect of and beneficial entitlement to dividends in respect of, that share.
the nominated persons in equal proportions. No person may be nominated under this Article 190(2) who is or would, on becoming a beneficiary in accordance with the nomination, become a Substantial Shareholder. If the Substantial Shareholder making the nomination is not by virtue of Article 190(1) the trustee of the trust, the nomination shall not take effect until it is delivered to the person who is the trustee.
the Directors may give notice in writing (a "Disposal Notice") to any persons they believe are Relevant Registered Shareholders in respect of the relevant shares requiring such Relevant Registered Shareholders within 21 days of the date of service of the notice (or such longer or shorter time as the Directors consider to be appropriate in the circumstances) to dispose of such number of shares the Directors may in such notice specify or to take such other steps as will cause the condition set out in Article 189(2) no longer to be satisfied. The Directors may, if they think fit, withdraw a Disposal Notice.
the Directors may arrange for the Company to sell all or some of the shares to which the Disposal Notice relates or, as the case may be, that form part of the Substantial Shareholding concerned. For this purpose, the Directors may make such arrangements as they deem appropriate. In particular, without limitation, they may authorise any officer or employee of the Company to execute any transfer or other document on behalf of the holder or holders of the relevant share and, in the case of a share in uncertificated form, may make such arrangements as they think fit on behalf of the relevant holder or holders to transfer title to the relevant share through a relevant system.
(8) Any of Articles 187 to 192 may be amended by special resolution from time to time, including to give powers to the Directors to take such steps as they may require in order to ensure that the Company can satisfy Condition D of Section 528 of the CTA 2010 which relates to close company status, which powers may include the ability to arrange for the sale of shares on behalf of members.
(9) Where any certificate or declaration may be or is required to be provided by any person (including, without limitation, a Distribution Transfer Certificate) pursuant to any of Articles 187 to 192, such certificate or declaration may be required by the Directors (without limitation):
The provisions of Articles 187 to 192 shall apply notwithstanding any provisions to the contrary in any other Article (including, without limitation, 147 to 159)."
In April 2021, the Company published its half-yearly financial report covering the period from incorporation on 19 August 2020 to 28 February 2021, containing unaudited financial statements of the Group for that period (the "2021 Half Year Report and Accounts"). In August 2021, the Company subsequently published audited consolidated financial statements of the Group for the period from incorporation on 19 August 2020 to 28 February 2021 (the "2021 Audited Half Year Financial Statements").
The 2021 Audited Half Year Financial Statements have been prepared in accordance with IFRS and were audited by BDO LLP, whose report was unqualified. BDO LLP is a member firm of the Institute of Chartered Accountants in England and Wales.
The 2021 Half Year Report and Accounts and the 2021 Audited Half Year Financial Statements, which have been incorporated into this document by reference, included on the pages specified below the following information:
| Nature of information | 2021 Half Year Report and Accounts (page no(s)) |
|---|---|
| Operational highlights | 2 |
| Social impact highlights | 3 |
| Chairman's statement | 4-8 |
| Investment Adviser's report | 9-19 |
| Key performance indicators | 22 |
| EPRA performance measures | 23 |
| Nature of information | 2021 Audited Half Year Financial Statements (page no(s)) |
|---|---|
| Directors' responsibilities statement | 2 |
| Independent Auditor's Report | 3-8 |
| Consolidated statement of comprehensive income | 9 |
| Consolidated statement of financial position | 10 |
| Consolidated statement of changes in shareholders' equity | 11 |
| Consolidated statement of cash flow | 12 |
| Notes to the consolidated financial statements | 13-28 |
Any statement contained in the 2021 Half Year Report and Accounts or the 2021 Audited Half Year Financial Statements which is deemed to be incorporated by reference herein, shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein (or in a later document which is incorporated by reference herein) modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute a part of this Prospectus.
To the extent that any part of the 2021 Half Year Report and Accounts or the 2021 Audited Half Year Financial Statements that is incorporated into this document by reference itself contains information that is incorporated by reference, such information shall not form part of this Prospectus.
Those parts of the 2021 Half Year Report and Accounts and the 2021 Audited Half Year Financial Statements which are not being incorporated into this document by reference are either not relevant for investors or are covered elsewhere in the Prospectus.
Copies of the 2021 Half Year Report and Accounts and the 2021 Audited Half Year Financial Statements are available online at www.homereituk.com and are also available for inspection at the address referred to in paragraph 18.1 of Part 9 of this Prospectus.
Selected historical key financial information of the Group for the period from incorporation on 19 August 2020 to 28 February 2021 is set out below. The information has been extracted without material adjustment from the 2021 Audited Half Year Financial Statements referred to in paragraph 1 of this Part 8.
| Consolidated statement of financial position | As at 28 February 2021 (audited) (£'000) |
|---|---|
| Non-current assets: Investment property |
242,995 |
| Total non-current assets | 242,995 |
| Current assets: Trade and other receivables Restricted cash Cash and cash equivalents |
1,520 120,000 12,451 |
| Total current assets | 133,971 |
| Total assets | 376,966 |
| Non-current liabilities: Bank borrowings Total non-current liabilities |
118,693 118,693 |
| Current liabilities: Trade and other payables Total current liabilities |
11,080 11,080 |
| Total liabilities | 129,773 |
| Net assets | 247,193 |
| Capital and reserves Share capital Special distribution reserve Retained earnings |
2,406 233,353 11,434 |
| Total capital and reserves attributable to equity holders of the company | 247,193 |
| Consolidated statement of comprehensive income | Period from 19 August 2020 to 28 February 2021 (audited) (£'000) |
|---|---|
| Income | |
| Rental income | 3,060 |
| Total income | 3,060 |
| Operating expenses | |
| General and administrative expenses | 1,443 |
| Total expenses | 1,443 |
| Change in fair value of investment property | 10,052 |
| Operating profit for the period | 11,669 |
| Finance costs | 235 |
| Profit before taxation | 11,434 |
| Taxation | — |
| Comprehensive income for the period | 11,434 |
| Earnings per share – basic and diluted (pence per share) | 6.60 |
| Earnings per share – adjusted (pence per share) | 4.75 |
The 2021 Half Year Report and Accounts included, on the pages specified in the table below (which have been incorporated in this Prospectus by reference): descriptions of the Group's financial condition (in both capital and revenue terms); details of the Group's investment activity and portfolio exposure; and changes in its financial condition for the period covered by the historical financial information.
| 2021 Half Year | |
|---|---|
| Report and | |
| Nature of information | Accounts (page no(s)) |
| Chairman's statement | 4-8 |
| Investment Adviser's report | 9-19 |
The following table shows the unaudited consolidated gross indebtedness of the Group as at 31 July 2021 and the audited consolidated gross capitalisation of the Group as at 28 February 2021 (being the last date in respect of which the Company has published financial information). The figures for capitalisation have been extracted without material adjustment from the audited consolidated financial statements of the Group as at 28 February 2021. The unaudited indebtedness figures have been extracted from the underlying accounting records of the Group as at 31 July 2021.
| 31 July 2021 (unaudited) |
|
|---|---|
| £'000 | |
| Total Current Debt | |
| Guaranteed | — |
| Secured(1) | — |
| Unguaranteed/Unsecured | — |
| Total Non-Current Debt (excluding current portion of long-term debt) | |
| Guaranteed | — |
| Secured(1) | 120,000 |
| Unguaranteed/Unsecured | — |
| Total indebtedness | 120,000 |
| Capitalisation(2) | 28 February 2021 (audited) £'000 |
|---|---|
| Share capital Other reserve(3) |
2,406 233,353 |
| Total capitalisation | 233,759 |
————— (1) Assets secured comprise residential property purchased by the REIT.
There has been no material change in the capitalisation of the Company since 28 February 2021.
(2) Capitalisation does not include retained earnings.
(3) Comprises the special distributable reserve, created by collapsing the share premium account.
The following table shows the Group's unaudited net financial indebtedness as at 31 July 2021:
| 31 July 2021 (unaudited) £'000 |
|
|---|---|
| (A) Cash and cash equivalents(1) | 41,594 |
| (B) Liquidity (C) Current financial indebtedness |
41,594 — |
| (D) Net current financial Liquidity (B+C) | 41,594 |
| (E) Non-current bank loans(2) | (120,000) |
| (F) Non-current financial indebtedness | (120,000) |
| (G) Net financial indebtedness (D+F) | (78,406) |
————— (1) Cash and cash equivalents balance relates to cash on the balance sheet (£5.7 million) and restricted cash in relation to the Scottish Widows debt facility (£35.9 million).
(2) Non-current bank loans comprise the Company's term loan with Scottish Widows (£120.0m).
As at 31 July 2021, the Group had no material indirect or contingent indebtedness.
Save as disclosed below, there has been no significant change in the financial position of the Group since 28 February 2021, being the end of the last financial period for which audited financial information has been published.
The significant changes since 28 February 2021 comprise:
Acquisitions and disposals
* Since 28 February 2021, the Company has acquired 139 new assets totalling £80.0 million (gross of purchase costs) across various geographical locations in London and the North West, South West, East and West Midlands regions of England.
2.4 As at the date of this Prospectus, the Company's issued share capital, all of which is fully paid, is 240,570,465 Ordinary Shares and no Ordinary Shares are held in treasury.
2.5 The Company has convened the General Meeting at which the Directors are seeking authority from Shareholders to issue up to 550 million New Ordinary Shares on a non-preemptive basis pursuant to the Initial Issue and the Placing Programme. Shareholders are being asked to pass the following resolutions at the General Meeting:
2.6.3 the Company was authorised in accordance with Section 701 of the Companies Act to make market purchases (within the meaning of Section 693 of the Companies Act) of Ordinary Shares provided that:
(c) the maximum price payable by the Company for each Ordinary Share shall be the higher of (i) 105 per cent. of the average of the middle market quotations of Ordinary Shares for the five business days prior to the date of the market purchase and (ii) that stipulated by the regulatory technical standards adopted by the EU pursuant to the Market Abuse Regulation from time to time;
3.1 The table below sets out the number of existing Ordinary Shares held by each Director at the Latest Practicable Date, the percentage of Ordinary Share capital that holding represents at the Latest Practicable Date, the number of New Ordinary Shares each Director intends to subscribe for pursuant to the Initial Issue and the percentage of Ordinary Share capital each Director is expected to hold at the date of Initial Admission:
| Director* | Number of Existing Ordinary Shares |
% of issued Ordinary Share capital |
Number of New Ordinary Shares |
% of Enlarged Share Capital** |
|---|---|---|---|---|
| Lynne Fennah | 50,000 | 0.021 | 5,000 | 0.011 |
| Simon Moore | 36,000 | 0.015 | 20,000 | 0.012 |
| Marlene Wood | 20,000 | 0.008 | 10,000 | 0.006 |
| Peter Cardwell | 10,000 | 0.004 | — | 0.002 |
————— * Including shares held by connected persons.
** Assuming the Initial Issue is subscribed as to 240,570,465 New Ordinary Shares.
| Name | Current | Previous |
|---|---|---|
| Lynne Fennah | Brunswick Contracting Limited Empiric Student Property plc Marlin Aviation Limited |
None |
| Marlene Wood | 2010 Finance Limited Foresight European Sustainable Income Fund plc GCP Student Living plc One Parent Families Scotland RM Infrastructure Income plc RM ZDP PLC* |
Aviva Investors Secure Income REIT Limited Edinburgh printmakers Limited Scottish Funding Council for Further and Higher Education |
| Peter Cardwell | Jack Clyde Consulting Limited | None |
| Simon Moore | Athelney Trust plc Trust Research Limited |
None |
————— * Entered members' voluntary liquidation on 6 April 2021.
| Name | Number of existing Ordinary Shares held |
% of voting rights |
|---|---|---|
| Newton Investment Management Limited | 20,557,916 | 8.55% |
| Rathbone Investment Management Limited | 20,466,505 | 8.51% |
| Sarasin & Partners LLP | 16,769,499 | 6.97% |
| M&G Plc | 15,955,000 | 6.63% |
| J.M. Finn & Co Ltd | 14,851,550 | 6.17% |
| LionTrust Investment Partners LLP | 12,768,339 | 5.31% |
| Mattioli Woods plc | 8,375,000 | 3.48% |
4.1 No Director has a service contract with the Company, nor are any such contracts proposed.
5.1 The Company is the ultimate parent company of the Group. The following companies are wholly owned subsidiaries of the Company, also being those undertakings considered by the Company to be likely to have a significant effect on the assessment of the assets and liabilities, financial position and/or profits and losses of the Group:
| Name of subsidiary | Registered number |
Country of incorporation |
|---|---|---|
| Home Holdings 1 Limited | 12845638 | UK |
| Home Holdings 2 Limited | 12857185 | UK |
| Home Holdings 3 Limited | 12875762 | UK |
| Home Holdings 4 Limited | 12846849 | UK |
| Fox Alpha SPV Limited | 12877435 | UK |
| Fox Bravo SPV Limited | 13074635 | UK |
| FPI Co 417 Limited | 12962578 | UK |
| FPI Co 418 Limited | 12962738 | UK |
| FPI Co 419 Limited | 12962766 | UK |
| Grolar Developments SPV 9 Limited | 13017053 | UK |
| Grolar Developments SPV 11 Limited | 13049481 | UK |
| Pathway Homes Group (Exeter) Limited | 12970463 | UK |
| Pathway Homes Group (Luton) Limited | 12839362 | UK |
| Pathway Homes Group (Morecambe) Limited | 12837984 | UK |
| Pathway Homes Group (Plymouth) Limited | 12970597 | UK |
| Pathway Homes Group (Stoke) Limited | 12836668 | UK |
The Articles contain provisions, inter alia, to the following effect:
The Articles do not provide for any objects of the Company and accordingly the Company's objects are unrestricted.
Subject to the provisions of the Companies Act as amended and every other statute for the time being in force concerning companies and affecting the Company (the "Statutes"), if at any time the share capital of the Company is divided into different classes of shares, the rights attached to any class may be varied or abrogated either with the consent in writing of the holders of three-quarters in nominal value of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class (but not otherwise) and may be so varied either whilst the Company is a going concern or during or in contemplation of a winding-up. At every such separate general meeting the necessary quorum shall be at least two persons holding or representing by proxy at least one-third in nominal value of the issued shares of the class in question (but at any adjourned meeting any holder of shares of the class present in person or by proxy shall be a quorum), any holder of shares of the class present in person or by proxy may demand a poll and every such holder shall on a poll have one vote for every share of the class held by him. Where the rights of some only of the shares of any class are to be varied, the foregoing provisions apply as if each group of shares of the class differently treated formed a separate class whose rights are to be varied.
The Company may by ordinary resolution:
Subject to the provisions of the Companies Act, the CREST Regulations and every other statute, enactment or regulations for the time being in force concerning companies and affecting the Company relating to authority, pre-emption rights and otherwise, and of any resolution of the Company in general meeting passed pursuant thereto, all existing shares of the Company shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over, offer or otherwise deal with or dispose of such shares to such persons, at such times and generally on such terms and conditions as the Directors think proper.
Subject to the provisions of the Companies Act and without prejudice to any rights attaching to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine (or if the Company has not so determined, as the Directors may determine).
Subject to the provisions of the Companies Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the shareholders but no dividends shall exceed the amount recommended by the Directors. Subject to the provisions of the Companies Act, the Directors may pay interim dividends, or dividends payable at a fixed rate, if it appears to them that they are justified by the profits of the Company available for distribution. If the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.
Subject to the rights of persons (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. If any share is issued on terms that it ranks for dividend as from a particular date, it shall rank for dividend accordingly. In any other case, dividends shall be apportioned and paid proportionately to the amount paid up on the shares during any portion(s) of the period in respect of which the dividend is paid.
Subject to any rights or restrictions attached to any shares, on a show of hands every shareholder present in person has one vote, every proxy present who has been duly appointed by a shareholder entitled to vote has one vote and every corporate representative present who has been duly authorised by a corporation has the same voting rights as the corporation would be entitled to. On a poll every shareholder (whether present in person or by proxy or by corporate representative) has one vote for every share of which he is the holder. A shareholder entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the vote of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register.
No shareholder shall have any right to vote at any general meeting or at any separate meeting of the holders of any class of shares, either in person or by proxy, in respect of any share held by him unless all amounts presently payable by him in respect of that share have been paid.
Where a shareholder vote is required to be taken in accordance with the Listing Rules, that vote must be decided by a resolution of the holders of the shares that have been admitted to the premium listing. Where the provisions of the Listing Rules require that any resolution must, in addition, be approved by the independent shareholders (as defined in the Listing Rules), only independent shareholders who hold shares that have a premium listing shall be entitled to vote on the relevant resolution.
A share in certificated form may be transferred by an instrument of transfer, which may be in any usual form or in any other form approved by the Directors, executed by or on behalf of the transferor and, where the share is not fully paid, by or on behalf of the transferee. A share in uncertificated form may be transferred by means of the relevant electronic system concerned.
In their absolute discretion, the Directors may refuse to register the transfer of a share in certificated form which is not fully paid provided that if the share is admitted to trading on a market of the London Stock Exchange such refusal does not prevent dealings in the shares from taking place on an open and proper basis. The Directors may also refuse to register a transfer of a share in certificated form unless the instrument of transfer:
The Directors may refuse to register a transfer of a share in uncertificated form in any case where the Company is entitled to refuse to register the transfer under the CREST Regulations provided that such refusal does not prevent dealings in the shares from taking place on an open and proper basis.
If the Directors refuse to register a transfer of a share, they shall within two months after the date on which the transfer was lodged with the Company or, in the case of an uncertificated share, the date on which the appropriate instruction was received by or on behalf of the Company in accordance with the CREST Regulations send to the transferee notice of refusal.
No fee shall be charged for the registration of any instrument of transfer or other document or instruction relating to or affecting the title to any share.
If at any time the holding or beneficial ownership of any shares in the Company by any person (whether on its own or taken with other shares), in the opinion of the Directors: (i) would cause the assets of the Company to be treated as "plan assets" of any Benefit Plan Investor; (ii) would or might result in the Company and/or its shares and/or any of its appointed investment managers or investment advisers being required to be registered or qualified under the US Investment Company Act and/or the US Investment Advisers Act of 1940 and/or the US Securities Act of 1933 and/or the US Exchange Act of 1934 and/or any similar legislation (in any jurisdiction) that regulates the offering and sale of securities; (iii) may cause the Company not to be considered a "Foreign Private Issuer" under the US Exchange Act of 1934; (iv) may cause the Company to be a "controlled foreign corporation" for the purpose of the US Code; or (v) may cause the Company to become subject to any withholding tax or reporting obligation under FATCA or any similar legislation in any territory or jurisdiction (including the United Kingdom's International Tax Compliance Regulations 2015 (SI 2015/878), or to be unable to avoid or reduce any such tax or to be unable to comply with any such reporting obligation (including by reason of the failure of the shareholder concerned to provide promptly to the Company such information and documentation as the Company may have requested to enable the Company to avoid or minimise such withholding tax or to comply with such reporting obligation), then the Directors may declare the Shareholder in question a "Non-Qualified Holder" and the Directors may require that any shares held by such Shareholder ("Prohibited Shares") shall (unless the Shareholder concerned satisfies the Directors that he is not a Non-Qualified Holder) be transferred to another person who is not a Non-Qualified Holder, failing which the Company may itself dispose of such Prohibited Shares at the best price reasonably obtainable and pay the net proceeds to the former holder.
If the Company is wound up, with the sanction of a special resolution and any other sanction required by law and subject to the Companies Act, the liquidator may divide among the shareholders in specie the whole or any part of the assets of the Company and for that purpose may value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. With the like sanction, the liquidator may vest the whole or any part of the assets in trustees upon such trusts for the benefit of the shareholders as the liquidator may with the like sanction determine, but no shareholder shall be compelled to accept any shares or other securities upon which there is a liability.
If a shareholder, or any other person appearing to be interested in shares held by that shareholder, fails to provide the information requested in a notice given to him under section 793 of the Companies Act by the Company in relation his interest in shares (the "default shares") within 28 days of the notice (or, where the default shares represent at least 0.25 per cent. of their class, 14 days of the notice), sanctions shall apply unless the Directors determine otherwise. The sanctions available are the suspension of the right to attend or vote (whether in person or by representative or proxy) at any general meeting or any separate meeting of the holders of any class or on any poll and, where the default shares represent at least 0.25 per cent. of their class (excluding treasury shares), the withholding of any dividend payable in respect of those shares and the restriction of the transfer of those shares (subject to certain exceptions).
Subject to various notice requirements, the Company may sell any of a shareholder's shares if, during a period of 12 years, at least three dividends (either interim or final) on such shares have become payable and no cheque for amounts payable in respect of such shares has been presented and no warrant or other method of payment has been effected and no communication has been received by the Company from the shareholder or person concerned.
Unless the Company determines otherwise by ordinary resolution, the number of Directors (other than alternate Directors) shall not be subject to any maximum but shall not be less than two.
Subject to the Articles, the Company may by ordinary resolution appoint a person who is willing to act as, and is permitted by law to do so, to be a Director either to fill a vacancy or as an additional Director. The Directors may appoint a person who is willing to act, and is permitted by law to do so, to be a Director, either to fill a vacancy or as an additional Director. A person appointed as a Director by the other Directors is required to retire at the Company's next annual general meeting and shall then be eligible for reappointment.
The business of the Company shall be managed by the Directors who, subject to the provisions of the Articles and to any directions given by special resolution to take, or refrain from taking, specified action, may exercise all the powers of the Company.
Any Director may appoint any other Director, or any other person approved by resolution of the Directors and willing to act and permitted by law to do so, to be an alternate Director.
The Board on behalf of the Company may exercise all the powers of the Company to borrow money, to indemnify, to guarantee and to mortgage or charge its undertaking property and uncalled capital and (subject to the provisions of the Statutes regarding authority to allot debentures convertible into shares) to issue debentures and other securities whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.
No business shall be transacted at any meeting of the Directors unless a quorum is present and the quorum may be fixed by the Directors; unless so fixed at any other number the quorum shall be two. A Director shall not be counted in the quorum present in relation to a matter or resolution on which that Director is not entitled to vote but shall be counted in the quorum present in relation to all other matters or resolutions considered or voted on at the meeting. An alternate Director who is not a Director shall, if his appointor is not present, be counted in the quorum.
Questions arising at a meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote.
Subject to any other provision of the Articles, a Director shall not vote at a meeting of the Directors on any resolution concerning a matter in which he has, directly or indirectly, a material interest (other than an interest in shares, debentures or other securities of, or otherwise in or through, the Company) unless his interest arises only because the case falls within certain limited categories specified in the Articles.
Members of the Board or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other, by a series of telephone calls from the chairman of the meeting or by exchange of communications in electronic form addressed to the chairman of the meeting.
Subject to the provisions of the Companies Act and provided that the Director has disclosed to the other Directors the nature and extent of any material interest of his, a Director, notwithstanding his office, may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested and may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is interested.
Subject to the provisions of the Companies Act, the Company may indemnify any person who is a Director, secretary or other officer (other than an auditor) of the Company, against (a) any liability whether in connection with any negligence, default, breach of duty or breach of trust by him in relation to the Company or any associated company or (b) any other liability incurred by or attaching to him in the actual or purported execution and/or discharge of his duties and/or the exercise or purported exercise of his powers and/or otherwise in relation to or in connection with his duties, powers or office; and purchase and maintain insurance for any person who is a Director, secretary, or other officer (other than an auditor) of the Company in relation to anything done or omitted to be done or alleged to have been done or omitted to be done as Director, secretary or officer.
In the case of the annual general meeting, twenty-one clear days' notice at the least shall be given to all the members and to the auditor. All other general meetings shall also be convened by not less than twenty-one clear days' notice to all those members and to the auditor unless the Company offers members an electronic voting facility and a special resolution reducing the period of notice to not less than fourteen clear days has been passed in which case a general meeting may be convened by not less than fourteen clear days' notice in writing.
No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a shareholder or a proxy for a shareholder or a duly authorised representative of a corporation which is a shareholder (including for this purpose two persons who are proxies or corporate representatives of the same shareholder), shall be a quorum.
A shareholder is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. A shareholder may appoint more than one proxy in relation to a meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by him. Subject to the provisions of the Companies Act, any corporation (other than the Company itself) which is a shareholder may, by resolution of its directors or other governing body, authorise such person(s) to act as its representative(s) at any meeting of the Company, or at any separate meeting of the holders of any class of shares.
Delivery of an appointment of proxy shall not preclude a shareholder from attending and voting at the meeting or at any adjournment of it.
Directors may attend and speak at general meetings and at any separate meeting of the holders of any class of shares, whether or not they are shareholders.
A poll on a resolution may be demanded at a general meeting either before a vote on a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared. A poll may be demanded by the Chairman or by: (a) not less than five members having the right to vote at the meeting; or (b) a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting; or (c) a member or members holding shares conferring a right to vote at the meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring that right.
The Directors may resolve to enable persons entitled to attend and participate in a general meeting to do so (i) by simultaneous attendance and participation at a satellite meeting place or places anywhere in the world, and (ii) (wholly or partly) by simultaneous attendance and participation by means of a device, system, procedure, method or facility providing electronic means of attendance at or participation in (or both attendance at and participation in) a general meeting (an "Electronic Facility") and to determine the means, or all different means, of attendance and participation used in relation to the general meeting. A resolution put to the vote at a general meeting held wholly or partly by means of an Electronic Facility (or facilities) shall be decided on a poll, which poll votes may be cast by such electronic means as the Directors, in their sole discretion, deem appropriate for the purposes of the meeting.
Nothing in the Articles will prevent the Company from holding physical general meetings. The potential to hold a general meeting through wholly electronic means is intended as a solution to be adopted as a last resort to ensure the continued smooth operation of the Company in circumstances where physical meetings are prohibited. The Company has no present intention of holding a wholly electronic general meeting, will endeavour to hold a physical general meeting wherever possible and will only utilise the ability to hold a wholly virtual general meeting in the circumstances referred to immediately above and in other similar circumstances, such as on the occurrence of the proliferation of disease, virus, infection or any other health related circumstance (such as, inter alia, an epidemic or pandemic) which leads to actual or anticipated changes in health related policy, guidance or legislation of the Government of England and Wales from time to time which, in the reasonable opinion of the Directors, renders the holding of a physical General Meeting not possible and/or undesirable in the interests of the health and safety of members attending such general meeting.
6.19.1 Definitions and Interpretation
(a) For the purposes of paragraphs 6.19.1 to 6.19.5 only, the following words and expressions shall bear the following meanings:
C Shareholder means a person who is a holder of C Shares;
C Share Pool means the pool of assets and liabilities held by the Company which are attributable only to the C Shares, which includes the net issue proceeds of any issue made by the Company of C Shares, all assets acquired using those net issue proceeds and any proceeds relating to those assets, but which is subject to reduction by distributions required to enable the Company to remain a REIT;
Calculation Date means the earliest of:
Conversion means the conversion of C Shares into Ordinary Shares, in accordance with the provisions of paragraph 6.19.4;
Conversion Date means the close of business on such Business Day as may be selected by the Directors falling within two months from the Calculation Date;
Conversion Ratio means the ratio of the Net Asset Value per C Share to the Net Asset Value per Ordinary Share, which is calculated to six decimal places (with 0.0000005 being rounded upwards) by dividing the Net Asset Value per C Share by the Net Asset Value per Ordinary Share;
Existing C Shares means the C Shares in issue immediately prior to Conversion;
Existing Ordinary Shares means the Ordinary Shares in issue immediately prior to Conversion (not including the Ordinary Shares held in treasury);
Force Majeure Circumstances means, in relation to any C Shares: (i) any political and/or economic circumstances and/or actual or anticipated changes in fiscal or other legislation which, in the reasonable opinion of the Directors, renders Conversion necessary or desirable, notwithstanding that less than 90 per cent. of the net proceeds attributable to the issuance of the C Shares shall have been invested or committed, or that less than 12 months has passed since the date of admission of the C Shares to the Official List and to trading on the main market for listed securities of the London Stock Exchange, or; (ii) the issue of any proceedings challenging, or seeking to challenge, the power of the Company and/or its Directors to issue any C Shares with the rights proposed to be attached to them and/or to the persons to whom they are, and/or the terms upon which they are proposed to be issued; or (iii) the giving of notice of any general meeting of the Company at which a resolution is to be proposed to wind up the Company, whichever shall happen earliest;
Net Asset Value means the net asset value of the Company, the Ordinary Shares or the C Shares, as the case may be, as at the relevant date, calculated in accordance with the Company's normal accounting policies from time to time;
Net Asset Value per C Share means, at any date, the Net Asset Value of the C Shares divided by the number of C Shares in issue at the date of calculation;
Net Asset Value per Ordinary Share means, at any date, the Net Asset Value of the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation;
Ordinary Share Pool means the pool of assets held by the Company attributable to the Ordinary Shares and which includes the net issue proceeds of any issue made by the Company of Ordinary Shares, all assets acquired using those net issue proceeds and any proceeds relating to those assets; and
Pool means a notional pool of assets and liabilities in the books and records of the Company as described in paragraph 6.19.3 created for and attributable to a class of shares.
(ii) no rights to receive notice of, attend, speak or vote at general meetings of the Company.
6.19.3 Assets attributable to Ordinary Shares and C Shares
(a) The Existing C Shares for the time being in issue shall be converted into new Ordinary Shares on the relevant Conversion Date in accordance with the following provisions of this paragraph 6.19.4.
(b) The Directors shall procure that as soon as reasonably practicable and not later than two months after the relevant Calculation Date:
Further, the Directors may, at their discretion, procure an independent valuation of the assets of each of the Ordinary Share Pool and the C Share Pool at the relevant Calculation Date.
(j) Upon completion of a Conversion, the assets, liabilities, income and expenditure attributable to the C Shares in accordance with paragraph 6.19.3 shall be allocated to the Ordinary Shares.
(k) The rights of any C Shares which remain in issue following Conversion shall with effect from the Conversion Date be amended so that on a return of assets on a winding up or otherwise, they entitle the holder only to payment of one penny in respect of his entire holding of such C Shares and shall entitle the holder to the payment of a fixed cumulative preferential dividend of 0.000000001 pence per C Share payable annually but no other right to share in the profits of the Company. The holders of such C Shares shall not be entitled to receive notice of or attend or vote at any general meeting of the Company. With effect from the relevant Conversion, each holder of C Shares grants an irrevocable authority on the Company at any time thereafter to appoint any person to execute on behalf of the holders of such C Shares a transfer thereof (and/or an agreement to transfer the same) to such person(s) as the Company may determine as custodian thereof and/or to redeem the same itself (in accordance with the provisions of the Companies Act), in any such case for one penny for all such C Shares held by any member without obtaining any further sanction of the holder or holders thereof and pending such transfer and/or redemption to retain the certificate for such C Shares. Subject to the Companies Act, the Company shall on the relevant Conversion (or as soon as practicable thereafter) redeem all of the relevant C Shares then in issue, at a price of one penny in aggregate for all such C Shares held by any member and redeemed at any one time and the notice referred to in paragraph 6.19.4(c) shall be deemed to constitute notice to each holder of C Shares (and any person or persons having rights to acquire or acquiring C Shares on or after the Calculation Date) that the C Shares shall be so redeemed (and the Company shall not be obliged to account to any holder of C Shares for the redemption arising in respect of such C Shares).
If the shareholding of any C Shareholder reaches, exceeds or falls below certain thresholds (3, 4, 5, 6, 7, 8, 9, 10 per cent, and each 1 per cent, threshold thereafter up to 100 per cent, of the total issued C Shares) as a result of an acquisition or disposal of C Shares, the C Shareholder must notify the Company of the percentage of voting rights he/she holds as C Shareholder (or is deemed to hold through his/her direct or indirect holding of such C Shares).
A summary of the REIT provisions included in the Articles is set out in paragraphs 3 and 4 of Part 7 of this Prospectus.
The Takeover Code applies to the Company.
Given the existence of the buyback powers described in this Prospectus, there are certain considerations that Shareholders should be aware of with regard to the Takeover Code.
Under Rule 9 of the Takeover Code, any person who acquires shares which, taken together with shares already held by him or shares held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, when any person or persons acting in concert already hold more than 30 per cent. but not more than 50 per cent. of the voting rights of such company, a general offer will normally be required if any further shares increasing that person's percentage of voting rights are acquired.
Under Rule 37 of the Takeover Code when a company purchases its own voting shares, a resulting increase in the percentage of voting rights carried by the shareholdings of any person or group of persons acting in concert will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code. A shareholder who is neither a director nor acting in concert with a Director will not normally incur an obligation to make an offer under Rule 9 of the Takeover Code in these circumstances.
However, under note 2 to Rule 37 of the Takeover Code where a shareholder has acquired shares at a time when he had reason to believe that a purchase by the company of its own voting shares would take place, then an obligation to make a mandatory bid under Rule 9 of the Takeover Code may arise.
The buyback powers could have implications under Rule 9 of the Takeover Code for Shareholders with significant shareholdings. The buyback powers should enable the Company to anticipate the possibility of such a situation arising. Prior to the Board implementing any share buyback the Board will seek to identify any Shareholders who they are aware may be deemed to be acting in concert under note 1 of Rule 37 of the Takeover Code and will seek an appropriate waiver in accordance with note 3 of Rule 37. However, neither the Company, nor any of the Directors, nor the Investment Adviser will incur any liability to any Shareholder(s) if they fail to identify the possibility of a mandatory offer arising or, if having identified such a possibility, they fail to notify the relevant Shareholder(s) or if the relevant Shareholder(s) fail(s) to take appropriate action.
If an offer is made for the shares or any class of shares in the capital of a company and if, within 4 months after the date of such offer, the offer is approved by shareholders comprising 90 per cent. in value of the shares affected (excluding any shares held as treasury shares) then the offeror may, within 2 months after the expiration of those 4 months, send an acquisition notice to any dissenting shareholders informing them that it wishes to acquire their shares (an "Acquisition Notice"). Where an Acquisition Notice is given, the offeror is then entitled and bound to acquire those shares on the terms on which the original offer, approved by the shareholders comprising 90 per cent. in value of the shares affected, was made.
Save for the entry into the Directors' appointment letters, the Investment Management Agreement, the Investment Advisory Agreement and the Placing and Offer Agreement, and as disclosed in note 18 on page 24 of the 2021 Audited Half Year Financial Statements, which is incorporated by reference into this Prospectus, there have been no related party transactions entered into by the Company at any time (i) during the period covered by the historical financial information incorporated by reference into this Prospectus, and (ii) since 28 February 2021 to the date of this Prospectus.
The following are all of the contracts, not being contracts entered into in the ordinary course of business, that have been entered into by the Company or a member of its Group since incorporation and are, or may be, material or contain any provision under which the Company or a member of its Group has any obligation or entitlement which is or may be material to the Group as at the date of this Prospectus:
The Placing and Offer Agreement dated 2 September 2021 between the Company, the AIFM, the Investment Adviser, the Directors, Alvarium Securities and the Sponsor whereby Alvarium Securities has undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers for New Ordinary Shares under the Initial Issue and the Placing Programme.
The Placing and Offer Agreement is subject to, inter alia, the New Ordinary Shares to be issued pursuant to the Initial Issue being admitted to the premium segment of the Official List and to trading on the premium segment of the London Stock Exchange's main market by 27 September 2021 (or such later date and time as the Company, Alvarium Securities and the Sponsor may agree but not later than 8.00 a.m. on 31 December 2021). Conditional upon completion of the Initial Issue, Alvarium Securities will be paid a commission by the Company in consideration for its services in relation to the Initial Issue. Alvarium Securities is also entitled to receive a commission pursuant to each Subsequent Placing, such commission to be agreed with the Company at the time of the relevant Subsequent Placing, of up to 2.0 per cent. of the value of any New Ordinary Shares issued less the aggregate costs and expenses payable by the Company in connection with such Subsequent Placing.
Under the Placing and Offer Agreement, which may be terminated by Alvarium Securities and/or the Sponsor in certain circumstances prior to and after Initial Admission, the Company, the AIFM and the Investment Adviser have given certain warranties and indemnities to Alvarium Securities and the Sponsor, and the Directors have given certain warranties to Alvarium Securities and the Sponsor. These warranties and indemnities are customary for an agreement of this nature.
Under the Placing and Offer Agreement, Alvarium Securities may at its discretion and out of its own resources at any time rebate to some or all investors, or to other parties, part or all of its fees relating to the Initial Issue and any Subsequent Placing. Alvarium Securities is also entitled under the Placing and Offer Agreement to retain agents and may pay commission in respect of the Initial Issue and any Subsequent Placing to any or all of those agents out of its own resources.
The Placing and Offer Agreement is governed by English law.
The Receiving Agent Agreement between the Company and the Receiving Agent dated 2 September 2021, pursuant to which the Receiving Agent has agreed to provide receiving agent duties and services to the Company in respect of the Initial Issue.
The Receiving Agent Agreement limits the Receiving Agent's liability thereunder to the lesser of £250,000 or an amount equal to five times the fee payable to the Receiving Agent pursuant to the Receiving Agent Agreement.
The Receiving Agent Agreement contains a provision whereby the Company indemnifies the Receiving Agent and its affiliates against any and all losses, damages, liabilities, professional fees, court costs and reasonable expenses resulting or arising from the Company's breach of the agreement and, in addition, any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the agreement or the services provided thereunder, except to the extent such losses are determined to have resulted from fraud, wilful default or negligence on the Receiving Agent's (or its affiliate's) part. The indemnity is customary for an agreement of this nature.
Under the terms of the Receiving Agent Agreement, the Receiving Agent is entitled to customary fees.
The Receiving Agent Agreement is governed by English law.
The Investment Management Agreement dated 22 September 2020 between the Company and the AIFM, pursuant to which the AIFM is appointed to act as investment manager of the Company with responsibility to manage the assets of the Company in accordance with the investment policy of the Company and subject to the overall policies and communicated directions of the Board.
The AIFM is entitled to receive from the Company in respect of its services provided under the Investment Management Agreement, a fee of £40,000 per annum.
The Investment Management Agreement may be terminated on 12 months' written notice, such notice to expire on or at any time after the fifth anniversary of First Admission. The Investment Management Agreement may be terminated with immediate effect on the occurrence of certain events, including insolvency or in the event of a material and continuing breach.
The Company has given an indemnity in favour of the AIFM in respect of the AIFM's potential losses in carrying on its responsibilities under the Investment Management Agreement, except as shall arise from the fraud, wilful default or gross negligence of the AIFM or any material breach of the Investment Management Agreement by the AIFM or a material breach of a material FCA rule by the AIFM.
The Investment Management Agreement is governed by English law.
The Investment Advisory Agreement dated 22 September 2020 between the Company, the AIFM and the Investment Adviser, pursuant to which the Investment Adviser is appointed to provide certain services to the Company and the AIFM in relation to the Company and its portfolio.
The Investment Adviser is entitled to receive from the Company in respect of its services provided under the Investment Advisory Agreement, a fee payable monthly in arrear calculated at the rate of: (i) one-twelfth of 0.85 per cent. per calendar month on that part of the of NAV up to and including £500 million; (ii) one-twelfth of 0.75 per cent. per calendar month on that part of the NAV above £500 million up to and including £750 million; and (iii) one-twelfth of 0.65 per cent. per calendar month on that part of the NAV above £750 million. No fees will be payable on any cash raised under any subsequent issue of Ordinary Shares and/or C Shares that remains undeployed more than nine months after the relevant admission of Ordinary Shares and/or C Shares to trading on the London Stock Exchange's main market.
The Investment Advisory Agreement may be terminated on 12 months' written notice, such notice to expire on or at any time after the fifth anniversary of First Admission. The Investment Advisory Agreement may be terminated with immediate effect on the occurrence of certain events, including insolvency or in the event of a material and continuing breach. The Investment Advisory Agreement will terminate immediately in the event of termination of the Investment Management Agreement. The Investment Advisory Agreement may also be terminated if a "Key Person Event" occurs. A Key Person Event will be deemed to occur if both of the key persons (being Jamie Beale and Gareth Jones), prior to the second anniversary of First Admission, cease to be actively involved in the provision of the Investment Adviser's services under the Investment Advisory Agreement which have not been delegated, and within three months of the relevant departure date or the date on which such active involvement can reasonably be determined to have ceased, they are not replaced by a person or persons whom the Board considers, in its reasonable discretion, to be of equal or satisfactory standing.
The Company has given an indemnity in favour of the Investment Adviser in respect of the Investment Adviser's potential losses in carrying on its responsibilities under the Investment Advisory Agreement, except as shall arise from the fraud, wilful default or gross negligence of the Investment Adviser or any material breach of the Investment Advisory Agreement by the Investment Adviser or a material breach of a material FCA rule by the Investment Adviser.
The Investment Advisory Agreement is governed by English law.
The Administration Agreement dated 22 September 2020 between the Company and the Administrator, pursuant to which the Administrator is appointed to perform certain administration and company secretarial services to the Company and its subsidiaries.
The Administration Agreement is for an initial period of one year from the date of First Admission, following which it may be terminated on not less than six months' prior written notice by either party, or immediately in the case of certain specified circumstances, including material and continuing breach or insolvency.
The Administration Agreement contains certain customary undertakings and indemnities by the Company in favour of the Administrator.
Under the terms of the Administration Agreement, the Administrator is entitled to receive an administration fee for the provision of certain administration services to the Company calculated at an annual rate of (i) 3 basis points of NAV up to £200 million plus (ii) 2 basis points of NAV above £200 million and up to £500 million plus (iii) 1.5 basis points of NAV in excess of £500 million subject to a minimum monthly fee of £5,000.
The Administrator is also entitled to a company secretarial fee of £60,000 per annum for the provision of certain company secretarial services to the Company.
The Administrator is entitled to additional fees for providing company secretarial and administration services to any SPVs and for any providing any additional services to the Company which are outside the scope of the administration and company secretarial services covered by the administration and company secretarial fees referred to above.
The Administration Agreement is governed by the laws of England and Wales.
The Registrar Agreement between the Company and the Registrar dated 22 September 2020, pursuant to which the Registrar has been appointed as registrar to the Company.
The Registrar Agreement is for an initial period of three years and thereafter shall automatically renew for successive periods of 12 months unless and until terminated by either party on not less than six months' notice, such notice to expire at the end of the initial period or any successive 12 month period. The agreement is also subject to immediate termination on the occurrence of certain events, including material and continuing breach or insolvency.
The Registrar Agreement limits the Registrar's liability thereunder to the lesser of £500,000 or an amount equal to five times the annual fee payable to the Registrar pursuant to the Registrar Agreement.
The Registrar Agreement contains a provision whereby the Company indemnifies the Registrar and its affiliates against any and all losses, damages, liabilities, professional fees, court costs and expenses resulting or arising from the Company's breach of the agreement and, in addition, any third-party claims, actions, proceedings, investigations or litigation relating to or arising from or in connection with the agreement or the services provided thereunder, except to the extent such losses are determined to have resulted solely from fraud, wilful default or negligence on the Registrar's (or its affiliate's) part. The indemnity is customary for an agreement of this nature.
Under the terms of the Registrar Agreement, the Registrar is entitled to customary fees.
The Registrar Agreement is governed by English law.
The Depositary Agreement dated 22 September 2020 entered into between the Depositary, the Company and the AIFM, pursuant to which the safekeeping of the Company's assets are entrusted to the Depositary who provides depositary services to the Company in fulfilment of the requirements of the UK AIFM Regime. The Depositary is also responsible for ensuring that the Company's cash flows are properly monitored and shall review the AIFM's cash monitoring procedures.
The Depositary may delegate some of its custody functions to a custodian, who in turn may further sub delegate to a sub-custodian, wherever permissible, in accordance with applicable law.
In consideration for its services, the Depositary is entitled to receive a fee for the provision of depositary services to the Company calculated at an annual rate of (i) 2 basis points of NAV up to £200 million plus (ii) 1.5 basis points of NAV in excess of £200 million, subject to a minimum annual fee of £40,000. In addition, the Depositary is entitled to receive a one off set up fee.
The Depositary Agreement contains provisions to allow for its termination by any party on not less than six months' prior written notice to each other party, or immediately in the case of certain specified circumstances, including material and continuing breach or insolvency.
The Depositary Agreement contains certain customary undertakings and indemnities by the Company and the AIFM in favour of the Depositary.
The Depositary Agreement is governed by the laws of England and Wales.
The facility agreement dated 11 December 2020 between: Home Holdings 1 Limited as the borrower (the "Borrower"); Home Holdings 1 Limited, Home Holdings 2 Limited, Home Holdings 3 Limited and Home Holdings 4 Limited, each as a guarantor (the "Original Guarantors"); Scottish Widows Limited as the lender (the "Lender"); Lloyds Bank plc as agent of the other finance parties (the "Agent"); and Lloyds Bank plc as security trustee for the secured parties (the "Security Trustee").
The Facility Agreement relates to a sterling term loan facility of £120 million. The purpose of the Facility is to finance or refinance the cost of acquiring additional assets for the Borrower's portfolio, the payment of costs associated with that process and the Borrower's general corporate purposes, including making inter-company loans to other members of the Group. The Facility is secured against the assets of the Group.
The term of the Facility expires in December 2032. The Facility is interest only with the accrued interest becoming payable on each interest payment date (being 28 February, 31 May, 31 August and 30 November in each year and the termination date). The interest on the loan has a fixed all-in rate payable at 2.07 per cent. per annum for the term of the loan.
Financial covenants pursuant to the terms of the Facility Agreement include that the Borrower must ensure: (i) a historical interest cover of at least 300 per cent. at all times; (ii) a projected interest cover of at least 300 per cent. at all times; (iii) a maximum loan to value ratio of 50 per cent. at any time; and (iv) from the date of the expiry of an initial 'lockbox period', that no leaseholder of the secured properties (together with any of its affiliates) is responsible for more than 15 per cent. of the total annual rental income of the secured properties and that no more than 25 per cent. of the aggregate value of the secured properties is located in any one local authority area.
The Facility Agreement is governed by English law.
The placing and offer agreement dated 22 September 2020 between the Company, the AIFM, the Investment Adviser, the Directors, Alvarium Securities and the Sponsor whereby Alvarium Securities undertook, as agent for the Company, to use its reasonable endeavours to procure subscribers for Ordinary Shares under the First Issue.
Under the 2020 Placing and Offer Agreement, the Company agreed to pay Alvarium Securities a commission in consideration for its services in relation to the First Issue.
The 2020 Placing and Offer Agreement contained certain warranties and indemnities given by the Company, the AIFM and the Investment Adviser and the Directors, which were customary for an agreement of this nature.
The 2020 Placing and Offer Agreement was governed by English law.
The receiving agent agreement between the Company and the Receiving Agent dated 22 September 2020, pursuant to which the Receiving Agent agreed to provide receiving agent duties and services to the Company in respect of the First Issue.
The 2020 Receiving Agent Agreement limited the Receiving Agent's liability thereunder to the lesser of £250,000 or an amount equal to five times the fee payable to the Receiving Agent under the agreement. The 2020 Receiving Agent Agreement also contained an indemnity from the Company in favour of the Receiving Agent and its affiliates, which was is customary for an agreement of this nature.
Under the terms of the 2020 Receiving Agent Agreement, the Receiving Agent was entitled to customary fees.
The 2020 Receiving Agent Agreement is governed by English law.
There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware), during the 12 months preceding the date of this Prospectus which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company and/or the Group.
The Company is of the opinion that the working capital available to the Company is sufficient for the Company's present requirements, that is for at least 12 months from the date of this Prospectus.
The Company will at all times invest and manage its assets with the objective of spreading risk and in accordance with its published investment policy as set out in Part 1 of this Prospectus.
The Company will not invest in other investment funds.
In the event of a breach of the investment policy set out in Part 1 of this Prospectus and the investment restrictions set out therein, the AIFM and the Investment Adviser shall inform the Board upon becoming aware of the same and if the Board considers the breach to be material, notification will be made to an Regulatory Information Service.
The Company must not conduct any trading activity which is significant in the context of its group as a whole.
references to it in the form and context in which they appear and has authorised the contents of its report in Part 6 of this Prospectus for the purposes of Prospectus Regulation Rule 5.3.2R(2)(f), in the form and context in which they appear. Knight Frank LLP is a limited liability partnership incorporated in England and Wales on 3 November 2003 (registered number OC305934) and its Legal Entity Identifier is 213800995RRALBMRYV38.
The Auditor is BDO LLP. BDO LLP is registered to carry out audit work by the Institute of Chartered Accountants in England and Wales.
Apex Depositary (UK) Limited, whose registered office is located at 6th Floor, Bastion House, 140 London Wall, London EC2Y 5DN, United Kingdom, acts as the Company's depositary. The Depositary is a private company limited by shares, registered in England and Wales with number 08749704, and was incorporated on 25 October 2013 under the Companies Act. The Depositary's telephone number is +44 (0) 20 7798 0942. The Depositary maintains its registered office and place of central administration in the United Kingdom. The Depository is authorised and regulated in the UK by the Financial Conduct Authority.
Information with respect to the Intermediaries (including a list of the Intermediaries that have been appointed in connection with the Intermediaries Offer) will be available on the Company's website at www.homereituk.com.
This document should be read and construed in conjunction with the following documents, which have been previously published and filed with the FCA, which are available from the offices of the AIFM at 10 Old Burlington Street, London W1S 3AG and from the Company's website at www.homereituk.com and which are available for inspection in accordance with paragraph 18 below:
| Reference document | Information incorporated by reference |
Page number(s) in the document |
|---|---|---|
| 2021 Half Year Report and Accounts | Operational highlights | 2 |
| Social impact highlights | 3 | |
| Chairman's statement | 4-8 | |
| Investment Adviser's report | 9-19 | |
| Key performance indicators | 22 | |
| EPRA performance measures | 23 | |
| 2021 Audited Half Year Financial Statements |
Directors' responsibilities statement |
2 |
| Reference document | Information incorporated by reference |
Page number(s) in the document |
|---|---|---|
| Independent Auditor's Report | 3-8 | |
| Consolidated statement of comprehensive income |
9 | |
| Consolidated statement of financial position |
10 | |
| Consolidated statement of changes in shareholders' equity |
11 | |
| Consolidated statement of cash flow |
12 | |
| Notes to the consolidated financial statements |
13-28 |
Dated 2 September 2021
The following definitions apply throughout this Prospectus unless the context requires otherwise:
| "2020 Placing and Offer Agreement" |
the placing and offer agreement dated 22 September 2020 between the Company, the AIFM, the Investment Adviser, the Directors, Alvarium Securities and the Sponsor, entered into in connection with the First Issue, a summary of which is set out in paragraph 9.9 of Part 9 of this Prospectus |
|---|---|
| "2020 Receiving Agent Agreement" |
the receiving agent agreement between the Company and the Receiving Agent dated 22 September 2020, entered into in connection with the First Issue, a summary of which is set out in paragraph 9.10 of Part 9 of this Prospectus |
| "2021 Audited Half Year Financial Statements" |
the audited consolidated financial statements of the Group for the period from incorporation on 19 August 2020 to 28 February 2021 |
| "2021 Half Year Report and Accounts" |
the half-yearly financial report of the Group for the period from incorporation on 19 August 2020 to 28 February 2021, containing unaudited financial statements of the Group covering that period |
| "Administration Agreement" | the administration agreement between the Company and the Administrator, a summary of which is set out in paragraph 9.5 of Part 9 of this Prospectus |
| "Administrator" | Apex Fund and Corporate Services (UK) Limited |
| "Admission" | admission of the New Ordinary Shares to be issued pursuant to the Initial Issue or a Subsequent Placing: (i) to trading on the premium segment of the London Stock Exchange's main market becoming effective in accordance with the LSE Admission Standards; and (ii) to the premium segment of the Official List becoming effective in accordance with the Listing Rules |
| "AIC" | the Association of Investment Companies |
| "AIC Code" | the AIC Code of Corporate Governance, as amended from time to time |
| "AIF" | an alternative investment fund |
| "AIFM" | Alvarium Fund Managers (UK) Limited |
| "AIFMD" or "AIFM Directive" | the European Union's Alternative Investment Fund Managers Directive (No. 2071/61/EU) and all legislation made pursuant thereto, including, where applicable, the applicable implementing legislation and regulations in each member state of the European Union |
| "Alvarium Investments" or "Alvarium" |
the trading name for a group of affiliated businesses that are subsidiaries of Alvarium Investments Limited |
| "Alvarium Securities" | Alvarium Securities Limited, the Company's corporate broker, global coordinator, sole bookrunner and intermediaries offer adviser |
| "Application Forms" and each an "Application Form" |
the Open Offer Application Form and/or the Offer for Subscription Application Form, as the context requires |
| "Articles" | the articles of association of the Company |
| "Audit Committee" | the audit committee of the Board |
| "Auditor" | BDO LLP |
| "Benefit Plan Investor" | a "benefit plan investor" (as defined in Section 3(42) of ERISA and any regulations promulgated thereunder), including without "employee plan" limitation: (a) any benefit as defined in Section 3(3) of ERISA that is subject to the provisions of Part 4 of Title I of ERISA; (b) a "plan" as defined in and subject to Section 4975 of the US Code, including an individual retirement account or other arrangement that is subject to Section 4975 of the US Code; and (c) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements by reason of any such plans' investment in the entity, a "plan" that is subject to the prohibited transaction provisions of Section 4975 of the US Code, and entities the assets of which are treated as "plan assets" under Section 3(42) of ERISA by reason of investment therein by Benefit Plan Investors |
|---|---|
| "Business Day" | a day (excluding Saturdays and Sundays, or public holidays in England and Wales) on which banks generally are open for business in London for the transaction of normal business |
| "C Shares" | C shares in the capital of the Company having the rights and restrictions set out in paragraph 6.19 of Part 9 of this Prospectus; for the avoidance of doubt, there are no C Shares in issue as at the date of this document and the Company does not have the ability to issue C Shares under the Initial Issue or the Placing Programme |
| "certificated" or "in certificated form" |
not in uncertificated form |
| "Common Reporting Standard" | the Common Reporting Standard on Automatic Exchange of Information |
| "Companies Act" | the Companies Act 2006 and any statutory modification or re enactment thereof for the time being in force |
| "Company" | Home REIT plc |
| "Company Secretary" | Apex Fund and Corporate Services (UK) Limited |
| "Contract Note" | has the meaning given to it in paragraph 1.4 of Part 11 of this Prospectus |
| "CPI" | UK Consumer Price Index |
| "CREST" | the computerised settlement system operated by Euroclear which facilitates the transfer of title to shares in uncertificated form |
| "CREST Manual" | the compendium of documents entitled CREST Manual issued by Euroclear from time to time |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/ 3755), as amended |
| "CTA 2010" | Corporation Tax Act 2010 and any statutory modification or re enactment thereof for the time being in force |
| "Depositary" | Apex Depositary (UK) Limited |
| "Depositary Agreement" | the depositary agreement between the Company, the Depositary and the AIFM, a summary of which is set out in paragraph 9.7 of Part 9 of this Prospectus |
| "Directors" or "Board" | the board of directors of the Company |
| "Disclosure Guidance and Transparency Rules" or "DTRs" |
the disclosure guidance and transparency rules contained within the FCA Handbook |
| "Distribution" | any dividend or other distribution on or in respect of the shares of the Company and references to a Distribution being paid include a distribution not involving a cash payment being made |
|---|---|
| "Distribution Transfer" | a disposal or transfer (however effected) by a person of his rights to a Distribution from the Company such that he is not beneficially entitled (directly or indirectly) to such a Distribution and no person who is so entitled subsequent to such disposal or transfer (whether the immediate transferee or not) is (whether as a result of the transfer or not) a Substantial Shareholder |
| "Distribution Transfer Certificate" |
a certificate in such form as the Directors may specify from time to time to the effect that the relevant person has made a Distribution Transfer, which certificate may be required by the Directors to satisfy them that a Substantial Shareholder is not beneficially entitled (directly or indirectly) to a Distribution |
| "EEA" | European Economic Area |
| "Enlarged Share Capital" | the issued Ordinary Share capital of the Company immediately following Initial Admission |
| "EPRA" | European Public Real Estate Association |
| "EPRA Best Practice Recommendations" |
the EPRA's best practice recommendations for financial reporting of listed property companies |
| "EPRA Net Tangible Assets" or "EPRA NTA" |
a measure that assumes entities buy and sell assets, thereby crystallising certain levels of deferred tax liability. The EPRA NTA per share for the Group is equal to the IFRS NAV per share as there are no deferred tax liabilities or other adjustments other than the reversal of mark-to-market adjustments of derivatives applicable to the Group |
| "ERISA" | US Employee Retirement Income Security Act of 1976, as amended |
| "ESG" | environmental, social, and corporate governance |
| "Estimated EPRA NTA" | the estimated EPRA NTA calculated as set out in paragraph 8 of Part 1 of this Prospectus |
| "Estimated EPRA NTA per Ordinary Share" |
the Estimated EPRA NTA attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) as at the date of calculation |
| "Estimated NAV" | the estimated NAV calculated as set out in paragraph 8 of Part 1 of this Prospectus |
| "Estimated NAV per Ordinary Share" |
the Estimated NAV attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) as at the date of calculation |
| "EU" | the European Union |
| "EU Prospectus Regulation" | Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC |
| "Euroclear" | Euroclear UK & Ireland Limited, being the operator of CREST |
| "EUWA" | European Union (Withdrawal) Act 2018 (as amended) |
| "Excess Charge" | in relation to a Distribution which is paid or payable to a person, all tax or other amounts which the Directors consider may become payable by the Company under Section 551 of the CTA 2010 and |
| any interest, penalties, fines or surcharge attributable to such tax as a result of such Distribution being paid to or in respect of that person |
|
|---|---|
| "Excluded Territories" | Australia, Canada, Japan, Singapore, South Africa, the United States, any EEA state and any other jurisdiction where the availability of the Initial Issue or the Subsequent Placing (as applicable) would breach any applicable law |
| "Existing Ordinary Shares" | the 240,570,465 existing Ordinary Shares in issue as at the date of this Prospectus |
| "Facility" | the Group's 12-year, interest-only, fixed-rate, term loan facility of £120 million with Scottish Widows, pursuant to the terms of the Facility Agreement |
| "Facility Agreement" | the facility agreement dated 11 December 2020 pursuant to which the Group secured the Facility, a summary of which is set out in paragraph 9.8 of Part 9 of this Prospectus |
| "FATCA" | the US Foreign Account Tax Compliance Act |
| "FCA" | the Financial Conduct Authority |
| "FCA Handbook" | the FCA handbook of rules and guidance as amended from time to time |
| "First Admission" | the first admission of the Company's Ordinary Shares to: (i) the premium segment of the Official List; and (ii) trading on the London Stock Exchange's main market, which became effective on 12 October 2020 |
| "First Issue" | the placing, offer for subscription and intermediaries offer of Ordinary Shares carried out in connection with the Company's IPO on 12 October 2020, as described in the prospectus dated 22 September 2020, under which gross proceeds of approximately £240.5 million were raised |
| "FSMA" | the Financial Services and Markets Act 2000 (as amended) and any statutory modification or re-enactment thereof for the time being in force |
| "General Meeting" | the general meeting of the Company convened for 11.00 a.m. on 20 September 2021 |
| "Gross Asset Value" | the aggregate value of the total assets of the Company as determined in accordance with the accounting principles adopted by the Company from time to time |
| "Gross Issue Proceeds" | the gross proceeds of the Initial Issue |
| "Group" | the Company and its subsidiaries from time to time |
| "HMRC" | Her Majesty's Revenue and Customs |
| "IFRS" | international financial reporting standards |
| "Independent Valuer" | Knight Frank LLP, which is registered in England and Wales (registered number OC305934), or such other independent valuation agent appointed by the Company from time to time |
| "Initial Admission" | Admission of the New Ordinary Shares issued pursuant to the Initial Issue |
| "Initial Issue" | the issue of New Ordinary Shares pursuant to the Initial Placing, the Open Offer, the Offer for Subscription and the Intermediaries Offer as described in this Prospectus |
| "Initial Placing" | the conditional placing of New Ordinary Shares by Alvarium Securities at the Issue Price as described in this Prospectus |
|---|---|
| "interest in the Company" | includes, without limitation, an interest in a Distribution made or to be made by the Company |
| "Intermediaries" | any intermediaries that are appointed by the Company in "Intermediary" connection with the Intermediaries Offer and shall mean any one of them |
| "Intermediaries Booklet" | "Home – the booklet entitled REIT plc: Intermediaries Offer Information for Intermediaries" and containing, among other things, the Intermediaries Terms and Conditions |
| "Intermediaries Offer" | the offer of Ordinary Shares by the Intermediaries to retail investors |
| "Intermediaries Offer Adviser" | Alvarium Securities Limited |
| "Intermediaries Terms and Conditions" |
the terms and conditions agreed between the Intermediaries Offer Adviser, the Company, the AIFM, the Investment Adviser and the Intermediaries in relation to the Intermediaries Offer and contained in the Intermediaries Booklet |
| "Investment Adviser" | Alvarium Home REIT Advisors Limited |
| "Investment Advisory Agreement" |
the Investment Advisory Agreement between the Company, the AIFM and the Investment Adviser, a summary of which is set out in paragraph 9.4 of Part 9 of this Prospectus |
| "Investment Management Agreement" |
the investment management agreement between the Company and the AIFM, a summary of which is set out in paragraph 9.3 of Part 9 of this Prospectus |
| "IPO" | initial public offering |
| "ISA" | a UK individual savings account |
| "Issue Price" | 109 pence per New Ordinary Share |
| "Issue Resolutions" | (1) the ordinary resolution to be proposed at the General Meeting seeking authority to allot up to 550 million New Ordinary Shares pursuant to the Initial Issue and the Placing Programme; and (2) the special resolution to be proposed at the General Meeting to disapply pre-emption rights in respect of the Initial Issue and the Placing Programme |
| "Latest Practicable Date" | 31 August 2021, being the latest practicable date prior to the date of this Prospectus for ascertaining certain information contained herein |
| "Link Group" or "Link" | a trading name of Link Market Services Limited |
| "Listing Rules" | the listing rules made by the FCA pursuant to Part VI of the FSMA |
| "London Stock Exchange" | London Stock Exchange plc |
| "LSE Admission Standards" | the admission and disclosure standards published by the London Stock Exchange |
| "Management Engagement Committee" |
the management engagement committee of the Board |
| "Member State" | any member state of the European Economic Area |
| "Money Laundering Regulations" |
the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) 2017 Regulations S.I. 2017/692, as amended |
|---|---|
| "Net Asset Value" or "NAV" | the value, as at any date, of the assets of the Company after deduction of all its liabilities, before deducting dividends that have been declared but not paid as at the relevant reporting date, determined in accordance with the accounting policies adopted by the Company from time to time |
| "Net Asset Value per Ordinary Share" or "NAV per Ordinary Share" |
at any time the Net Asset Value attributable to the Ordinary Shares divided by the number of Ordinary Shares in issue (other than Ordinary Shares held in treasury) at the date of calculation |
| "Net Issue Proceeds" | the Gross Issue Proceeds less applicable fees and expenses of the Initial Issue |
| "New Ordinary Shares" | the new Ordinary Shares to be issued by the Company pursuant to the Initial Issue and the Placing Programme |
| "Nomination Committee" | the nomination committee of the Board |
| "Non-PID Dividend" | a dividend paid by the Company that is not a PID |
| "Offer for Subscription" | the offer for subscription of Ordinary Shares at the Issue Price on the terms set out in Part 13 of this Prospectus |
| "Offer for Subscription Application Form" |
the application form attached as Appendix 1 to this Prospectus for use in connection with the Offer for Subscription |
| "Official List" | the Official List of the Financial Conduct Authority |
| "Open Offer" | the offer to Qualifying Shareholders, constituting an invitation to apply for New Ordinary Shares, on the terms and subject to the conditions set out in Part 12 of this Prospectus and, in the case of Qualifying non-CREST Shareholders, the Open Offer Application Form |
| "Open Offer Application Form" | the application form on which Qualifying non CREST Shareholders may apply for New Ordinary Shares under the Open Offer |
| "Open Offer Entitlement" | the entitlement of Qualifying Shareholders to apply for New Ordinary Shares pursuant to the Open Offer on the basis of 1 New Ordinary Share for every 1 Existing Ordinary Share held and registered in their names at the Record Date |
| "Ordinary Shares" | ordinary shares of £0.01 each in the capital of the Company and, as the context may require, may include Exiting Ordinary Shares and New Ordinary Shares |
| "Overseas Shareholders" | Shareholders with registered addresses outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom |
| "Placed Shares" | New Ordinary Shares which are the subject of the Initial Placing or any Subsequent Placing |
| "Placee" | a person subscribing for Ordinary Shares under the Initial Placing and/or a Subsequent Placing (as applicable) |
| "Placing" | the Initial Placing and/or a Subsequent Placing (as applicable) |
| "Placing and Offer Agreement" | the placing and offer agreement between the Company, the AIFM, the Investment Adviser, the Directors and Alvarium Securities, a summary of which is set out in paragraph 9.1 of Part 9 of this Prospectus |
| "Placing Confirmation" | has the meaning given to it in paragraph 1.4 of Part 11 of this Prospectus |
|---|---|
| "Placing Programme" | the proposed programme of Subsequent Placings as described in this Prospectus, in particular Part 5 of this Prospectus |
| "Placing Programme Price" | the price at which Ordinary Shares will be issued pursuant to a Subsequent Placing under the Placing Programme as described in Part 5 of this Prospectus |
| "Portfolio" | the property assets of the Group from time to time including those property assets on which the Group has exchanged but not completed contracts to acquire (save where there are substantial remaining conditions to completion) |
| "PRI" | the United Nations-supported Principles of Responsible Investment |
| "PROD Sourcebook" | the Product Intervention and Product Governance Sourcebook contained in the FCA Handbook |
| "Property Income Distribution" or "PID" |
the distribution by the Company of the profits of its Property Rental Business, including distributions received by it from other UK REITs, by way of a dividend in cash or the issue of share capital in lieu of a cash dividend in accordance with Section 530 of the CTA 2010 |
| "Property Rental Business" | in respect of a REIT, "Property Rental Business" as defined for the purposes of Part 12 CTA 2010 |
| "Property Valuation Report" | the valuation report dated 2 September 2021 prepared by the Independent Valuer in respect of the Portfolio set out in Part 6 of this Prospectus |
| "the Prospectus" or "this Prospectus" |
this document which is a prospectus prepared in accordance with the UK Prospectus Regulation |
| "Prospectus Regulation Rules" | the rules and regulations made by the FCA under Part VI of FSMA |
| "Q4 Dividend" | the interim dividend of 0.84 pence per Ordinary Share that the Company is targeting in respect of the period from 1 May 2021 to 31 August 2021, which (if declared) will have a record date prior to the issue of the New Ordinary Shares and, for the avoidance of doubt, will not be paid in respect of New Ordinary Shares acquired pursuant to the Initial Issue or the Placing Programme |
| "Qualifying CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares are in uncertificated form |
| "Qualifying non CREST Shareholders" |
Qualifying Shareholders whose Existing Ordinary Shares are in |
| certificated form | |
| "Qualifying Shareholders" | holders of Existing Ordinary Shares on the Register on the Record Date (other than certain Overseas Shareholders as described in paragraph 6 of Part 12 of this Prospectus) |
| "Receiving Agent" | Link Group, a trading name of Link Market Services Limited |
| "Receiving Agent Agreement" | the receiving agent agreement between the Company and the Receiving Agent, a summary of which is set out in paragraph 9.2 of Part 9 of this Prospectus |
| "Record Date" | close of business on 27 August 2021 |
| "Register" | the register of members of the Company |
|---|---|
| "Registrar" | Link Market Services Limited, trading as Link Group |
| "Registrar Agreement" | the registrar agreement between the Company and the Registrar, a summary of which is set out in paragraph 9.6 of Part 9 of this Prospectus |
| "Regulation S" | Regulation S promulgated under the US Securities Act |
| "Regulatory Information Service" or "RIS" |
a regulatory information service authorised by the FCA to release regulatory announcements to the London Stock Exchange |
| "REIT" | a company or group to which Part 12 of the CTA 2010 applies (including, where relevant, a REIT Group) |
| "REIT Group" | a group UK REIT within the meaning of Part 12 of the CTA 2010 |
| "REIT Regime" | Part 12 CTA 2010 (and related regulations) |
| "Relevant Member State" | each Member State which is bound by the EU Prospectus Regulation |
| "Relevant Registered Shareholder" |
a Shareholder who holds all or some of the shares in the Company that comprise a Substantial Shareholding (whether or not a Substantial Shareholder) |
| "Reporting Obligation" | any obligation from time to time of the Company to provide information or reports to HMRC as a result of or in connection with the Company's status, or the Company's status as a REIT |
| "Residual Business" | that part of the business of companies within a REIT that is not part of the Property Rental Business |
| "RICS" | Royal Institution of Chartered Surveyors |
| "SDRT" | stamp duty reserve tax |
| "Shareholder" | a holder of Ordinary Shares |
| "SIPP" | a UK self-invested personal pension scheme |
| "Sponsor" | Dickson Minto W.S., the Company's sponsor |
| "SPV" | special purpose vehicle |
| "SSAS" | a UK small self-administered pension scheme |
| "Subsequent Admission" | Admission of any New Ordinary Shares issued pursuant to a Subsequent Placing |
| "Subsequent Placing" | any placing of New Ordinary Shares pursuant to the Placing Programme described in this Prospectus |
| "Substantial Shareholder" | any person whose interest in the Company, whether legal or beneficial, direct or indirect, may cause the Company to be liable to pay tax under Section 551 of CTA 2010 (as such legislation may be modified, supplemented or replaced from time to time) on or in connection with the making of a Distribution to or in respect of such person including, at the date of adoption of the Articles, any holder of excessive rights as defined in Section 553 of CTA 2010 |
| "Substantial Shareholding" | the shares in relation to which or by virtue of which (in whole or in part) a person is a Substantial Shareholder |
| "Takeover Code" | the UK City Code on Takeovers and Mergers |
| "Target Market Assessment" | has the meaning given to it on page 28 of this Prospectus |
| "Tax Residency Self Certification Form" |
the tax residency self-certification form required to be completed by new investors who intend to hold their Ordinary Shares in certificated form in the Company for FATCA reporting purposes, attached as Appendix 2 of this Prospectus |
|---|---|
| "total NAV return" | the change in the EPRA NTA and dividends during the period as a percentage of EPRA NTA at the start of the period |
| "UK Corporate Governance Code" |
the UK Corporate Governance Code as published by the Financial Reporting Council from time to time |
| "UK AIFM Regime" | the UK's implementation of the European Union's Alternative Investment Fund Managers directive (No. 2071/61/EU) and all legislation made pursuant thereto, including the Alternative Investment Fund Managers Regulations 2013 and any other applicable UK implementing legislation and regulations |
| "UK Market Abuse Regulation" | Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK MiFID II" | the UK's implementation of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID), together with the UK version of Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (MiFIR), which forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK MiFID II Delegated Regulation" |
Commission Delegated Regulation (EU) 2017/565 of 25 April 2016 supplementing Directive 2014/65/EU of the European Parliament and of the Council as regards organisational requirements and operating conditions for investment firms and defined terms for the purposes of that Directive, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK PRIIPs Regulation" | 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, together with its implementing and delegated acts, as they form part of the domestic law of the United Kingdom by virtue of the EUWA |
| "UK Prospectus Regulation" | Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as it forms part of the domestic law of the United Kingdom by virtue of the EUWA |
| "uncertificated" or "in uncertificated form" |
a share recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST |
| "Underlying Applicants" | investors who wish to acquire Mew Ordinary Shares under the Intermediaries Offer who are clients of any Intermediary |
| "United Kingdom" or "UK" | the United Kingdom of Great Britain and Northern Ireland |
| "US Code" | US Internal Revenue Code, as amended |
| "US Exchange Act" | US Securities Exchange Act of 1934, as amended |
| "US Investment Company Act" | US Investment Company Act of 1940, as amended |
"US Securities Act" US Securities Act of 1933, as amended "US\$" the lawful currency of the United States "VAT" value added tax
2.2 Subject to the above conditions, a Placee agrees to become a member of the Company and agrees to acquire Placed Shares at the Issue Price or the relevant Placing Programme Price (as applicable). The number of Placed Shares issued to such Placee under the Initial Placing shall be in accordance with the arrangements described above, subject to the provisions of paragraph 7 of this Part 11 with respect to Placed Shares.
2.3 If any of the relevant conditions set out in the Placing and Offer Agreement is not fulfilled or, where permitted, waived to the extent permitted by law or regulation in accordance with the Placing and Offer Agreement, or the Placing and Offer Agreement is terminated in accordance with its terms, the relevant Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.
By agreeing to subscribe for Placed Shares under the Initial Placing and/or any Subsequent Placing, each Placee which enters into a commitment to subscribe for such Placed Shares will (for itself and any person(s) procured by it to subscribe for Placed Shares and any nominee(s) for any such person(s)) be deemed to represent, warrant and acknowledge to each of the Company, the AIFM, the Investment Adviser, the Registrar, Alvarium Securities and Alvarium RE Limited in respect of the relevant Placing that:
4.1 it acknowledges that where it is subscribing for Placed Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (a) to subscribe for the Placed Shares for each such account; (b) to make on each such account's behalf the representations, warranties and agreements set out in this Prospectus; and (c) to receive on behalf of each such account any documentation relating to the relevant Placing in the form provided by the Company and/or Alvarium Securities, provided that where the Placee is acting in its capacity as a discretionary investment manager on behalf of its underlying clients (who include individuals and/or retail clients), then it is the discretionary investment manager that is to be regarded as the Placee for the purpose of the terms and conditions set out in this Part 11 and not the underlying client and, for the avoidance of doubt, the representations and warranties given are to be taken as made on behalf of the Placee itself and not their underlying client. It agrees that the provision of this paragraph shall survive any resale of the Placed Shares by or on behalf of any such account;
4.9 it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);
4.10 it accepts that none of the New Ordinary Shares has been or will be registered under the laws of the United States or any Excluded Territory. Accordingly, the New Ordinary Shares may not be sold, issued or delivered, directly or indirectly, into or within the United States or any Excluded Territory unless an exemption from any registration requirement is available;
4.18 if the Placee is a natural person, such Placee is not under the age of majority (18 years of age in the United Kingdom) on the date of such Placee's agreement to subscribe for Placed Shares under the Placing and will not be any such person on the date any such agreement to subscribe under the Placing is accepted;
4.19 it has complied with and will comply with all applicable provisions of the Criminal Justice Act 1993 and the UK Market Abuse Regulation with respect to anything done by it in relation to the Placing and/or the Placed Shares;
4.24.4 it agrees that if so required by Alvarium Securities, it shall provide aggregate summary information on sales of the Ordinary Shares as contemplated under rule 3.3.30(R) of the PROD Sourcebook and information on the reviews carried out under rules 3.3.26(R) to 3.3.28(R) of the PROD Sourcebook;
4.25 it irrevocably appoints any director of the Company and/or any director of Alvarium Securities to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its subscription for all or any of the Placed Shares for which it has given a commitment under the Placing, in the event of its own failure to do so;
4.35 its commitment to acquire Placed Shares will be agreed orally with Alvarium Securities as agent for the Company and further evidenced in a Contract Note or Placing Confirmation that will be issued by Alvarium Securities as soon as possible thereafter. That oral confirmation will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Alvarium Securities to subscribe for the number of Placed Shares allocated to it at the Issue Price or the Placing Programme Price (as applicable) on the terms and conditions set out in this Part 11 and, as applicable, in the Contract Note or Placing Confirmation and in accordance with the Articles in force at the date of Admission. Except with the consent of Alvarium Securities, such oral commitment will not be capable of variation or revocation after the time at which it is made;
4.36 its allocation of Placed Shares under the Placing will be evidenced by the Contract Note or Placing Confirmation, as applicable, confirming: (i) the number of Placed Shares that such Placee has agreed to subscribe for; (ii) the aggregate amount that such Placee will be required to pay for such Placed Shares; and (iii) settlement instructions to pay Alvarium Securities as agent for the Company. The terms of this Part 11 will be deemed to be incorporated into that Contract Note or Placing Confirmation; and
The Company reserves the right to reject all or part of any offer to purchase Placed Shares for any reason. The Company also reserves the right to sell fewer than all of the New Ordinary Shares offered by this Prospectus or to sell to any purchaser fewer than all of the New Ordinary Shares a purchaser has offered to purchase.
Each Placee:
6.1 Each Placee acknowledges and agrees that it has been informed that, pursuant to the EU General Data Protection Regulation 2016/679 ("EU GDPR") and/or the EU GDPR as it forms part of the domestic law of the United Kingdom by virtue of the EUWA ("UK GDPR") and the UK Data Protection Act 2018 (as amended from time to time) (the "DP Legislation") the Company and/or the Registrar may hold personal data (as defined in the DP Legislation) relating to past and present Shareholders. Personal data may be retained on record for a period exceeding six years after it is no longer used (subject to any limitations on retention periods set out in applicable law). The Registrar will process such personal data at all times in compliance with DP Legislation and shall only process for the purposes set out in the Company's privacy notice, which is available for review on the Company's website www.homereituk.com (the "Privacy Notice"), including for the purposes set out below (collectively, the "Purposes"), being to:
6.7.2 take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;
6.7.3 if required, agree with the Company and the Registrar, the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and
substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Code, its purchase, holding, and disposition of the Placed Shares must not constitute or result in a non-exempt violation of any such substantially similar law;
7.1.11 it is entitled to acquire the Placed Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the Placed Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the AIFM, the Investment Adviser, the Registrar, Alvarium Securities or their respective directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Placing or its acceptance of participation in the Placing;
7.1.12 it has received, carefully read and understands this Prospectus and any supplementary prospectus issued by the Company, and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Prospectus and/or any supplementary prospectus issued by the Company or any other presentation or offering materials concerning the Placed Shares into or within the United States, nor will it do any of the foregoing; and
If Alvarium Securities, the Registrar or the Company or any of their agents request any information about a Placee's agreement to subscribe for Placed Shares under the Placing, such Placee must promptly disclose it to them.
10.2 On application, if a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with any Placing will be sent at the Placee's risk. They may be returned by post to such Placee at the address notified by such Placee.
10.3 Each Placee agrees to be bound by the Articles once the Placed Shares, which the Placee has agreed to subscribe for pursuant to any Placing, have been acquired by the Placee. The contract to subscribe for Placed Shares under any Placing and the appointments and authorities mentioned in this Prospectus and all disputes and claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) will be governed by, and construed in accordance with, the laws of England and Wales. For the exclusive benefit of the Company, the AIFM, the Investment Adviser, Alvarium Securities, the Sponsor and the Registrar, each Placee irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against the Placee in any other jurisdiction.
The Open Offer is an opportunity for Qualifying Shareholders to apply for New Ordinary Shares pro rata to their holdings as at the Record Date at the Issue Price on the basis of 1 New Ordinary Share for every 1 Existing Ordinary Share held as at the Record Date in accordance with the terms of the Open Offer.
The Record Date for entitlements under the Open Offer for Qualifying CREST Shareholders and Qualifying non-CREST Shareholders is close of business on 27 August 2021. Open Offer Application Forms for Qualifying non-CREST Shareholders accompany this Prospectus.
Any New Ordinary Shares not taken up pursuant to the Open Offer will be made available under the Initial Placing, the Offer for Subscription and the Intermediaries Offer. There will be no priority given to applications under the Initial Placing, the Offer for Subscription or the Intermediaries Offer pursuant to the Initial Issue.
The latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer and settlement of relevant instructions (as appropriate) is expected to be 11.00 a.m. on 22 September 2021 with Initial Admission and commencement of dealings in New Ordinary Shares expected to take place at 8.00 a.m. on 27 September 2021.
This document and, for Qualifying non-CREST Shareholders only, the Open Offer Application Form contain the formal terms and conditions of the Open Offer. Your attention is drawn to paragraphs 4.1 and 4.2 of this Part 12 which give details of the procedure for application and payment for the New Ordinary Shares under the Open Offer.
Applications will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment on the Official List, and to the London Stock Exchange to be admitted to trading on the main market of the London Stock Exchange.
Any Shareholder who has sold or transferred all or part of his registered holding(s) of Existing Ordinary Shares prior to 2 September 2021 (being the ex-entitlement date for the Open Offer) is advised to consult his stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for New Ordinary Shares under the Open Offer may be a benefit which may be claimed from him by the purchasers under the rules of the London Stock Exchange.
Subject to the terms and conditions set out below (and, in the case of Qualifying non-CREST Shareholders, in the Open Offer Application Form), Qualifying Shareholders are being given the opportunity under the Open Offer to apply for up to 1 New Ordinary Share for every 1 Existing Ordinary Share held and registered in their name as at the Record Date. Open Offer Entitlements will be rounded down to the nearest whole number and any fractional entitlements to New Ordinary Shares will be disregarded in calculating Open Offer Entitlements.
Assuming that 240,570,465 New Ordinary Shares are issued pursuant to the Initial Issue: (i) Qualifying Shareholders who take up their full Open Offer Entitlement in respect of the Open Offer will not suffer any dilution to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue; and (ii) Qualifying Shareholders who do not take up any of their Open Offer Entitlement and Shareholders who are not eligible to participate in the Open Offer, will suffer a maximum dilution of 50 per cent. to their ownership and voting interests in the Company by virtue of the issue of New Ordinary Shares pursuant to the Initial Issue.
Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations and in different accounts.
If you are a Qualifying non-CREST Shareholder, the Open Offer Application Form shows the number of New Ordinary Shares available to you under your Open Offer Entitlement (in Box 5).
Qualifying CREST Shareholders will have Open Offer Entitlements credited to their stock accounts in CREST and should refer to paragraph 4.2.7 of this Part 12 for information on the relevant CREST procedures. Qualifying CREST Shareholders can also refer to the CREST Manual for further information on the relevant CREST procedures.
Shareholders should be aware that the Open Offer is not a rights issue. Qualifying non-CREST Shareholders should also note that their respective Open Offer Application Forms are not negotiable documents and cannot be traded. Qualifying CREST Shareholders should note that, although the Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by CREST's Claims Processing Unit. New Ordinary Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Qualifying Shareholders who do not apply to take up New Ordinary Shares will have no rights under the Open Offer. Any New Ordinary Shares which are not applied for by Qualifying Shareholders under their Open Offer Entitlements may be made available under the Initial Placing and/or the Offer for Subscription and/or the Intermediaries Offer (with the proceeds in each case being retained for the benefit of the Company).
Application will be made for the Open Offer Entitlements to be credited to Qualifying CREST Shareholders' CREST accounts. The Open Offer Entitlements are expected to be credited to CREST accounts as soon as possible after 8.00 a.m. on 3 September 2021.
The Open Offer is conditional upon, amongst other things, the passing of the Issue Resolutions at the General Meeting, the Placing and Offer Agreement becoming unconditional in respect of the Initial Issue (other than as to Initial Admission) and not being terminated prior to Initial Admission and Initial Admission becoming effective by not later than 8.00 a.m. on 27 September 2021 (or such later time and/or date as the Company, Alvarium Securities and the Sponsor may determine, being not later than 8.00 a.m. on 31 December 2021). A summary of the Placing and Offer Agreement is set out in paragraph 9.1 of Part 9 of this Prospectus.
Accordingly, if these conditions are not satisfied the Open Offer will not proceed and any applications made by Qualifying Shareholders will be rejected. In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable, but in any event within 14 days thereafter.
No temporary documents of title will be issued. Definitive certificates in respect of New Ordinary Shares are expected to be posted to those Qualifying Shareholders who have validly elected to hold their New Ordinary Shares in certificated form in the week commencing 4 October 2021. In respect of those Qualifying Shareholders who have validly elected to hold their New Ordinary Shares in uncertificated form, the New Ordinary Shares are expected to be credited to their stock accounts maintained in CREST on 27 September 2021.
All monies received by the Receiving Agent in respect of New Ordinary Shares will be credited to a non-interest bearing account by the Receiving Agent.
If for any reason it becomes necessary to adjust the expected timetable as set out in this Prospectus, the Company will notify the FCA and make an appropriate announcement by an RIS announcement giving details of the revised dates.
The action to be taken by you in respect of the Open Offer depends on whether you hold your Existing Ordinary Shares in certificated or uncertificated form.
Qualifying Shareholders who hold all their Existing Ordinary Shares in certificated form will receive an Open Offer Application Form enclosed with this Prospectus. The Open Offer Application Form shows Qualifying non-CREST Shareholders the number of New Ordinary Shares available under their Open Offer Entitlement that can be allotted in certificated form. Qualifying Shareholders who hold all their Existing Ordinary Shares in CREST will be allotted their Open Offer Entitlements in CREST. Qualifying Shareholders who hold part of their Existing Ordinary Shares in uncertificated form will be allotted New Ordinary Shares in uncertificated form to the extent that their entitlement to New Ordinary Shares arises as a result of holding Existing Ordinary Shares in uncertificated form. However, it will be possible for Qualifying Shareholders to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal from CREST is set out in paragraph 4.2.5 of this Part 12.
CREST sponsored members should refer to their CREST sponsor as only their CREST sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements of such members held in CREST. CREST members who wish to apply for New Ordinary Shares in respect of their Open Offer Entitlements should refer to the CREST Manual for further information on the CREST procedures referred to below.
Qualifying Shareholders who do not wish to apply for New Ordinary Shares under the Open Offer should take no action and should not complete or return the Open Offer Application Form, or send a USE message through CREST.
Subject as provided in paragraph 6 of this Part 12 in relation to certain Overseas Shareholders, Qualifying non-CREST Shareholders will receive an Open Offer Application Form. The Open Offer Application Form shows the number of New Ordinary Shares available to them under their Open Offer Entitlement in Box 5. Any fractional entitlements to New Ordinary Shares will be disregarded in calculating Open Offer Entitlements. Box 6 shows how much they would need to pay if they wish to take up their Open Offer Entitlement in full. Qualifying non-CREST Shareholders may apply for less than their entitlement should they wish to do so. Qualifying non-CREST Shareholders may also hold such an Open Offer Application Form by virtue of a bona fide market claim.
The instructions, and other terms set out in the Open Offer Application Form, form part of the terms of the Open Offer in relation to Qualifying non-CREST Shareholders.
Applications to acquire New Ordinary Shares under the Open Offer may only be made on the Open Offer Application Form and may only be made by the Qualifying non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer (being 2 September 2021). Open Offer Application Forms may not be assigned, transferred or split, except to satisfy bona fide market claims up to 3.00 p.m. on 20 September 2021. The Open Offer Application Form is not a negotiable document and cannot be separately traded. A Qualifying non-CREST Shareholder who has sold or otherwise transferred all or part of his holding of Existing Ordinary Shares prior to the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire New Ordinary Shares under the Open Offer may be a benefit which may be claimed by the transferee. Qualifying non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 8 on the Open Offer Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Open Offer Application Form should not, however be forwarded to or transmitted in or into the United States or any Excluded Territory. If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the accompanying Open Offer Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedure set out in paragraph 4.2.2 below.
Qualifying non-CREST Shareholders wishing to apply to acquire New Ordinary Shares (whether in respect of all or part of their Open Offer Entitlement) should complete the Open Offer Application Form in accordance with the instructions printed on it.
Completed Open Offer Application Forms should be posted in the accompanying prepaid envelope or returned by post to Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL (who will act as Receiving Agent in relation to the Open Offer) so as to be received by the Receiving Agent by no later than 11.00 a.m. on 22 September 2021, after which time Open Offer Application Forms will not be valid. Qualifying non-CREST Shareholders should note that applications, once made, will be irrevocable and receipt thereof will not be acknowledged. If an Open Offer Application Form is being sent by first-class post in the UK, Qualifying Shareholders are recommended to allow at least four working days for delivery.
All payments must be in pounds Sterling and made by cheque or banker's draft made payable to "Link Market Services Ltd re: Home REIT Plc Open Offer 2021 A/C" and crossed "A/C payee only". Cheques or bankers' drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and bankers' drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application. Third party cheques may not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque or draft to confirm that the relevant Qualifying Shareholder has title to the underlying funds. The account name should be the same as that shown on the application. Post-dated cheques will not be accepted.
Cheques or bankers' drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and bankers' drafts to allow the Company to obtain value for remittances at the earliest opportunity (and withhold definitive share certificates (or crediting to the relevant member account, as applicable) pending clearance thereof). No interest will be paid on payments made before they are due. It is a term of the Open Offer that cheques shall be honoured on first presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and bankers' drafts sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted.
If cheques or bankers' drafts are presented for payment before the conditions of the Initial Issue are fulfilled, the application monies will be credited to a non-interest bearing account by the Receiving Agent. If the Initial Issue does not become unconditional, no New Ordinary Shares will be issued and all monies will be returned (at the applicant's sole risk), without payment of interest, to applicants as soon as practicable, but in any event within 14 days, following the lapse of the Initial Issue.
The Company may in its sole discretion, but shall not be obliged to, treat an Open Offer Application Form as valid and binding on the person by whom or on whose behalf it is lodged, even if not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it otherwise does not strictly comply with the terms and conditions of the Open Offer. The Company further reserves the right (but shall not be obliged) to accept either:
Multiple applications will not be accepted. All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk.
If New Ordinary Shares have already been allotted to a Qualifying non-CREST Shareholder and such Qualifying non-CREST Shareholder's cheque or banker's draft is not honoured upon first presentation or such Qualifying non-CREST Shareholder's application is subsequently otherwise deemed to be invalid, Alvarium Securities shall be authorised (in its absolute discretion as to manner, timing and terms) to make arrangements, on behalf of the Company, for the sale of such Qualifying non-CREST Shareholder's New Ordinary Shares and for the proceeds of sale (which for these purposes shall be deemed to be payments in respect of successful applications) to be paid to and retained by the Company. Neither Alvarium Securities nor the Company nor any other person shall be responsible for, or have any liability for, any loss, expense or damage suffered by such Qualifying non-CREST Shareholders.
By completing and delivering an Open Offer Application Form the applicant:
Shares is prevented by law and he is not applying with a view to re-offering, reselling, transferring or delivering any of the New Ordinary Shares which are the subject of his application in or to, or for the benefit of, a person who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of the United States or any Excluded Territory or any jurisdiction in which the application for New Ordinary Shares is prevented by law (except where proof satisfactory to the Company has been provided to the Company that he is able to accept the invitation by the Company free of any requirement which the Company (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor person(s) otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares under the Open Offer;
If an Open Offer Application Form includes a payment for an incorrect sum, the Company reserves the right:
All enquiries in connection with the procedure for application and completion of the Open Offer Application Form should be addressed to the Receiving Agent, Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or you can contact the Receiving Agent on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
Qualifying non-CREST Shareholders who do not wish to take up or apply for the New Ordinary Shares under the Open Offer should take no action and should not complete or return the Open Offer Application Form.
A Qualifying non-CREST Shareholder who is also a CREST member may elect to receive the New Ordinary Shares to which he is entitled in uncertificated form in CREST (please see paragraph 4.2 below for more information).
4.2.1 General
Subject as provided in paragraph 6 of this Part 12 in relation to certain Overseas Shareholders, each Qualifying CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlement equal to the maximum number of New Ordinary Shares for which he is entitled to apply to acquire under the Open Offer. Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and any Open Offer Entitlements will therefore also be rounded down. Any fractional entitlements to New Ordinary Shares will be disregarded in calculating Open Offer Entitlements.
The CREST stock account to be credited will be an account under the participant ID and member account ID specified in the section headed "Expected Timetable of Principal Events" and below.
If for any reason the Open Offer Entitlement cannot be admitted to CREST by, or the stock accounts of Qualifying CREST Shareholders cannot be credited by 3.00 p.m. on 17 September 2021, or such later time and/or date as the Company may decide, an Open Offer Application Form will be sent to each Qualifying CREST Shareholder in substitution for the Open Offer Entitlements which should have been credited to his stock account in CREST. In these circumstances the expected timetable as set out in this Prospectus will be adjusted as appropriate and the provisions of this Prospectus applicable to Qualifying non-CREST Shareholders with Open Offer Application Forms will apply to Qualifying CREST Shareholders who receive such Open Offer Application Forms.
CREST members who wish to apply to acquire some or all of their entitlements to New Ordinary Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. Should you need advice with regard to these procedures, please contact the Receiving Agent on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for New Ordinary Shares as only your CREST sponsor will be able to take the necessary action to make this application in CREST.
4.2.2 Market claims
The Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements may only be made by the Qualifying Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the CREST Claims Processing Unit as "cum" the Open Offer Entitlements will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) will thereafter be transferred accordingly.
4.2.3 Unmatched Stock Event ("USE") instructions
Qualifying CREST Shareholders who are CREST members and who want to apply for New Ordinary Shares in respect of all or some of their Open Offer Entitlements must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) a USE instruction to Euroclear which, on its settlement, will have the following effect:
The USE instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
(f) the member account ID of the Receiving Agent in its capacity as a CREST receiving agent. This is 21380HOM;
(g) the amount payable by means of a CREST payment on settlement of the USE instruction. This must be the full amount payable on application for the number of New Ordinary Shares referred to in (a) above;
In order for an application under the Open Offer to be valid, the USE instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 22 September 2021.
In order to assist prompt settlement of the USE instruction, CREST members (or their CREST sponsors, where applicable) may consider adding the following non-mandatory fields to the USE instruction:
CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE instruction may settle on 22 September 2021 in order to be valid is 11.00 a.m. on that day.
In the event that the Initial Issue does not become unconditional by 8.00 a.m. on 27 September 2021 or such later time and date as the Company, Alvarium Securities and the Sponsor may agree (being not later than 8.00 a.m. on 31 December 2021), the Initial Issue will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a Qualifying CREST Shareholder by way of a CREST payment, without interest, as soon as practicable, but in any event within 14 days thereafter.
A Qualifying non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in his Open Offer Application Form may be deposited into CREST (either into the account of the Qualifying non-CREST Shareholder named in the Open Offer Application Form or into the name of a person entitled by virtue of a bona fide market claim), provided that such Qualifying non-CREST Shareholder is also a CREST member. Similarly, Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Open Offer Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Open Offer Application Form.
A holder of an Open Offer Application Form who is proposing to deposit the entitlement set out in such form into CREST is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlements following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 22 September 2021.
In particular, having regard to normal processing times in CREST and on the part of the Receiving Agent: (i) the recommended latest time for depositing an Open Offer Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Open Offer Application Form as Open Offer Entitlements in CREST, is 3.00 p.m. on 17 September 2021; and (ii) the recommended latest time for receipt by Euroclear of a dematerialised instruction requesting withdrawal of Open Offer Entitlements from CREST is 4.30 p.m. on 16 September 2021 – in either case so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Open Offer Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements, as the case may be, prior to 11.00 a.m. on 22 September 2021.
Delivery of an Open Offer Application Form with the CREST deposit form duly completed whether in respect of a deposit into the account of the Qualifying Non-CREST Shareholder named in the Open Offer Application Form or into the name of another person, shall constitute a representation and warranty to the Company and the Receiving Agent by the relevant CREST member(s) that it/they is/are not in breach of the provisions of the notes under the paragraph headed "Instructions for depositing entitlements under the Open Offer into CREST" on page 3 of the Open Offer Application Form, and a declaration to the Company and the Receiving Agent from the relevant CREST member(s) that it/they is/are not in the United States or any Excluded Territory, or citizen(s) or resident(s) of, the United States or any Excluded Territory or any jurisdiction in which the application for New Ordinary Shares is prevented by law and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer by virtue of a bona fide market claim.
A USE instruction complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 22 September 2021 will constitute a valid application under the Open Offer.
CREST members and (where applicable) their CREST sponsors should note that Euroclear does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE instruction and its settlement in connection with the Open Offer. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above and settled by 11.00 a.m. on 22 September 2021. In this connection CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
If a USE instruction includes a CREST payment for an incorrect sum, the Company, through the Receiving Agent, reserves the right:
A CREST member who makes or is treated as making a valid application in accordance with the above procedures thereby:
(a) represents and warrants to the Company and Alvarium Securities that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer and to execute, deliver and exercise his rights, and perform his obligations under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares or acting on behalf of any such person on a nondiscretionary basis;
(j) confirms that in making the application he is not relying and has not relied on Alvarium Securities or any person affiliated with Alvarium Securities in connection with any investigation of the accuracy of any information contained in the Prospectus or any supplementary prospectus published by the Company prior to Initial Admission or his investment decision.
The Company may in its sole discretion:
In the event that the Initial Issue does not become unconditional by 8.00 a.m. on 27 September 2021 or such later time and date as the Company, Alvarium Securities and the Sponsor may agree (being not later than 8.00 a.m. on 31 December 2021), the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by a CREST Shareholder by way of a CREST payment, without interest, as soon as practicable, but in any event within 14 days, thereafter.
To ensure compliance with the Money Laundering Regulations, the Receiving Agent may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf the Open Offer Application Form is lodged with payment (which requirements are referred to below as the "verification of identity requirements"). If the Open Offer Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Open Offer Application Form.
Anti-money laundering checks are required by law to be performed on certain financial transactions. The checks are performed to make sure investors are genuinely who they say they are and that any application monies have not been acquired illegally or that the Receiving Agent itself is not being used as part of criminal activity, most commonly the placement, layering and integration of illegally obtained money.
While these checks can be carried out at any time, they are usually only performed when dealing with application values above a certain threshold, commonly referred to as the antimoney laundering threshold which is the sterling equivalent of €15,000 (currently approximately £13,000).
Money laundering checks may require an investor to provide an original or certified copy of their passport, driving licence and recent bank statements to support any enquiries made of the Credit Reference Agencies. A money laundering check does not mean the investor is suspected of anything illegal, and there is nothing to worry about. The checks made at credit reference agencies leave an 'enquiry footprint' – an indelible record so that the investor can see who has checked them out. The enquiry footprint does not have any impact on their credit score or on their ability to get credit.
Anti-Money Laundering Checks appear as an enquiry/soft search on the investor's credit report. The report may contain a note saying "Identity Check to comply with Anti Money Laundering Regulations".
The person lodging the Open Offer Application Form with payment and in accordance with the other terms as described above (the "acceptor"), including any person who appears to the Receiving Agent to be acting on behalf of some other person, accepts the Open Offer in respect of such number of New Ordinary Shares as is referred to therein (for the purposes of this paragraph 5 the "relevant New Ordinary Shares") and shall thereby be deemed to agree to provide the Receiving Agent with such information and other evidence as the Receiving Agent may require to satisfy the verification of identity requirements.
If the Receiving Agent determines that the verification of identity requirements apply to any acceptor or application, the relevant New Ordinary Shares (notwithstanding any other term of the Open Offer) will not be issued to the relevant acceptor unless and until the verification of identity requirements have been satisfied in respect of that acceptor or application. The Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any acceptor or application and whether such requirements have been satisfied, and neither the Receiving Agent nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.
If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable on acceptance of the Open Offer will be returned (at the acceptors risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn.
Submission of an Open Offer Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Receiving Agent and Alvarium Securities from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.
The verification of identity requirements will not usually apply:
5.1.4 if the aggregate subscription price for the New Ordinary Shares is less than €15,000 (approximately £13,000).
In other cases the verification of identity requirements may apply. If payment is made by cheque or banker's draft in Sterling drawn on a branch in the United Kingdom of a bank or building society which bears a UK bank sort code number in the top right hand corner the following applies. Cheques should be made payable to "Link Market Services Ltd re: Home REIT Plc Open Offer 2021 A/C" and crossed "A/C payee only". Third party cheques may not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque/banker's draft to such effect. The account name should be the same as that shown on the Open Offer Application Form.
If you have any queries in this regard, please contact the Receiving Agent on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
If the Open Offer Application Form(s) is/are in respect of New Ordinary Shares under the Open Offer with an aggregate subscription price of the Sterling equivalent of €15,000 (approximately £13,000) or more and is/are lodged by hand by the acceptor in person, or if the Open Offer Application Form(s) in respect of New Ordinary Shares is/are lodged by hand by the acceptor and the accompanying payment is not the acceptor's own cheque, he or she may be requested to provide evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.
If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 22 September 2021, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Receiving Agent under instructions from the Company may, at its discretion, reject the relevant application, in which event the monies submitted in respect of that application will be returned, at the risk of the applicant, without interest to the account at the drawee bank from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).
If you hold your Open Offer Entitlement in CREST and apply for New Ordinary Shares in respect of some or all of your Open Offer Entitlement as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK financial institution), then, irrespective of the value of the application, the Receiving Agent is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact the Receiving Agent before sending any USE or other instruction so that appropriate measures may be taken.
Submission of a USE instruction which on its settlement constitutes a valid application as described above constitutes a warranty and undertaking by the applicant to the Company, the Receiving Agent and Alvarium Securities to provide promptly to the Receiving Agent such information as may be specified by the Receiving Agent as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to the Receiving Agent as to identity, the Receiving Agent may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the New Ordinary Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the New Ordinary Shares represented by the USE instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.
This document has been approved by the FCA in accordance with the UK Prospectus Regulation. The information set out in this paragraph 6 is intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay.
The distribution of the Prospectus and the making of the Open Offer to persons who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or to persons who are nominees of or custodians, trustees or guardians for citizens, residents in or nationals of countries other than the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirements or other formalities to enable them to apply for New Ordinary Shares under the Open Offer.
No action has been or will be taken by the Company, Alvarium Securities or any other person, to permit a public offering or distribution of the Prospectus (or any other offering or publicity materials or application form(s) relating to the New Ordinary Shares under the Open Offer or New Ordinary Shares to be issued under the Offer for Subscription) in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.
No public offer of New Ordinary Shares is being made by virtue of the Prospectus or the Open Offer Application Form in or into the United States or any Excluded Territory.
Receipt of the Prospectus and/or an Open Offer Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, the Prospectus and/or the Open Offer Application Form must be treated as sent for information only and should not be copied or redistributed.
Open Offer Application Forms will not be sent to, and Open Offer Entitlements will not be credited to stock accounts in CREST of, persons with registered addresses in the United States or any Excluded Territory or their agent or intermediary, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.
No person receiving a copy of the Prospectus and/or an Open Offer Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST in any territory other than the United Kingdom may treat the same as constituting an invitation or offer to him or her, nor should he or she in any event use any such Open Offer Application Form and/or credit of Open Offer Entitlements to a stock account in CREST unless, in the relevant territory, such an invitation or offer could lawfully be made to him or her and such Open Offer Application Form and/or credit of Open Offer Entitlements to a stock account in CREST could lawfully be used, and any transaction resulting from such use could be effected, without contravention of any registration or other legal or regulatory requirements. In circumstances where an invitation or offer would contravene any registration or other legal or regulatory requirements, the Prospectus and/or the Open Offer Application Form must be treated as sent for information only and should not be copied or redistributed.
It is the responsibility of any person (including, without limitation, custodians, agents, nominees and trustees) outside the United Kingdom wishing to apply for New Ordinary Shares under the Open Offer to satisfy himself or herself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory.
Neither the Company nor Alvarium Securities, nor any of their respective representatives is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.
Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy of the Prospectus and/or an Open Offer Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise, should not distribute or send either of those documents nor transfer Open Offer Entitlements in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of the Prospectus and/or an Open Offer Application Form and/or a credit of Open Offer Entitlements to a stock account in CREST is received by any person in any such territory, or by his or her custodian, agent, nominee or trustee, he or she must not seek to apply for New Ordinary Shares in respect of the Open Offer unless the Company or Alvarium Securities determine that such action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and trustees) who does forward a copy of the Prospectus and/or an Open Offer Application Form and/or transfers Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of this Part 12 and specifically the contents of this paragraph 6.
The Company reserves the right to treat as invalid any application or purported application for New Ordinary Shares that appears to the Company or its agents to have been executed, effected, or despatched from or in relation to the United States or any Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates relating to New Ordinary Shares (or in the case of a credit of Open Offer Entitlements to a stock account in CREST, to a CREST member whose registered address would be), in the United States or any Excluded Territory or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit.
Notwithstanding any other provision of this Prospectus or the relevant Open Offer Application Form, the Company reserves the right to permit any person to apply for New Ordinary Shares in respect of the Open Offer if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.
Overseas Shareholders who wish, and are permitted, to apply for New Ordinary Shares should note that payment must be made in Sterling denominated cheques or bankers' drafts or where such Overseas Shareholder is a CREST Shareholder, through CREST.
The New Ordinary Shares have not been and will not be registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered or sold, re-sold, taken up, transferred, delivered or distributed, directly or indirectly, into or within the United States.
Accordingly, the Company is not extending the Open Offer into the United States and neither the Prospectus nor the Open Offer Application Form constitutes or will constitute an offer or an invitation to apply for or an offer or an invitation to acquire any New Ordinary Shares in the United States. Neither the Prospectus nor an Open Offer Application Form, will be sent to, and no New Ordinary Shares will be credited to, a stock account in CREST of, any Shareholder with a registered address in the United States. Open Offer Application Forms sent from or postmarked in the United States will be invalid.
Any person who acquires New Ordinary Shares under the Open Offer declares, warrants and agrees, by accepting delivery of the Prospectus or the Open Offer Application Form and delivery of the New Ordinary Shares, that they are not, and that at the time of acquiring the New Ordinary Shares they will not be, in the United States.
The Company reserves the right to treat as invalid any Open Offer Application Form that appears to the Company or its agents to have been executed in, or despatched from, the United States, or that provides an address in the United States for the receipt of New Ordinary Shares, or which does not make the warranty set out in the Open Offer Application Form to the effect that the person completing the Open Offer Application Form does not have a registered address and is not otherwise located in the United States and is not acquiring the New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares in the United States or where the Company believes acceptance of such Open Offer Application Form may infringe applicable legal or regulatory requirements.
The Company will not be bound to allot or issue any New Ordinary Shares to any person with an address in, or who is otherwise located in, the United States in whose favour an Open Offer Application Form or any New Ordinary Shares may be transferred. In addition, the Company and Alvarium Securities reserve the right to reject any USE instruction sent by or on behalf of any CREST member with a registered address in the United States in respect of the New Ordinary Shares.
The New Ordinary Shares have not been and will not be registered under the relevant laws of any Excluded Territory or any state, province or territory thereof and may not be offered, sold, resold, delivered or distributed, directly or indirectly, in or into any Excluded Territory or to, or for the account or benefit of, any person with a registered address in, or who is resident or ordinarily resident in, or a citizen of, any Excluded Territory except pursuant to an applicable exemption. No offer of New Ordinary Shares is being made by virtue of this Prospectus or the Open Offer Application Form into any Excluded Territory.
Open Offer Application Forms will be sent to Qualifying non-CREST Shareholders and Open Offer Entitlements will be credited to the stock account in CREST of Qualifying CREST Shareholders. Shareholders in jurisdictions other than the United Kingdom may, subject to the laws of their relevant jurisdiction, take up New Ordinary Shares under the Open Offer in accordance with the instructions set out in this Securities Note and the Open Offer Application Form.
Shareholders who have registered addresses in, or who are resident or ordinarily resident in, or citizens of countries other than the United Kingdom should consult appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to apply for any New Ordinary Shares in respect of the Open Offer.
6.5.1 Non-CREST Shareholders
Any person completing and returning an Open Offer Application Form or requesting registration of the New Ordinary Shares comprised therein represents and warrants to the Company, Alvarium Securities and the Receiving Agent that, except where proof has been provided to the Company's satisfaction that such person's use of the Open Offer Application Form will not result in the contravention of any applicable legal requirements in any jurisdiction: (i) such person is not requesting registration of the relevant New Ordinary Shares from within the United States or any Excluded Territory; (ii) such person is not in any territory in which it is unlawful to make or accept an offer to acquire New Ordinary Shares in respect of the Open Offer or to use the Open Offer Application Form in any manner in which such person has used or will use it; (iii) such person is not acting on a non-discretionary basis for a person located within any Excluded Territory (except as agreed with the Company) or any territory referred to in (ii) above at the time the instruction to accept was given; and (iv) such person is not acquiring New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into any of the above territories. The Company and/or the Receiving Agent may treat as invalid any acceptance or purported acceptance of the allotment of New Ordinary Shares comprised in an Open Offer Application Form if it: (i) appears to the Company or its agents to have been executed, effected or despatched from the United States or any Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements; or (ii) provides an address in the United States or any Excluded Territory for delivery of the share certificates (or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates); or (iii) purports to exclude the warranty required by this subparagraph 6.5.1.
A CREST member or CREST sponsored member who makes a valid acceptance in accordance with the procedures set out in this Part 12 represents and warrants to the Company, Alvarium Securities and the Receiving Agent that, except where proof has been provided to the Company's satisfaction that such person's acceptance will not result in the contravention of any applicable legal requirement in any jurisdiction: (i) he or she is not located within the United States or any Excluded Territory; (ii) he or she is not in any territory in which it is unlawful to make or accept an offer to acquire New Ordinary Shares; (iii) he or she is not accepting on a non-discretionary basis for a person located within any Excluded Territory (except as otherwise agreed with the Company) or any territory referred to in (ii) above at the time the instruction to accept was given; and (iv) he or she is not acquiring any New Ordinary Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any such New Ordinary Shares into any of the above territories.
The provisions of this paragraph 6 and of any other terms of the Open Offer relating to Overseas Shareholders may be waived, varied or modified as regards specific Shareholders or on a general basis by the Company and/or Alvarium Securities in their absolute discretion. Subject to this, the provisions of this paragraph 6 supersede any terms of the Open Offer inconsistent herewith. References in this paragraph 6 to Shareholders shall include references to the person or persons executing an Open Offer Application Form and, in the event of more than one person executing an Open Offer Application Form, the provisions of this paragraph 6 shall apply to them jointly and to each of them.
There are only limited rights of withdrawal associated with the Initial Issue. Shareholders wishing to exercise or direct the exercise of statutory withdrawal rights pursuant to Article 23 of the UK Prospectus Regulation after the issue by the Company of a prospectus supplementary to the Prospectus must do so by lodging a written notice of withdrawal within two Business Days commencing on the Business Day after the date on which the supplementary prospectus is published. The notice of withdrawal must be deposited by post to Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or by email to [email protected] so as to be received before the end of the withdrawal period. Please call the Receiving Agent on +44 (0)371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Notice of withdrawal given by any other means or which is deposited with the Receiving Agent after expiry of such period will not constitute a valid withdrawal, provided that the Company will not permit the exercise of withdrawal rights after payment by the relevant person for the New Ordinary Shares applied for in full and the allotment of such New Ordinary Shares to such person becoming unconditional save to the extent required by statute. In such event, Shareholders are advised to seek independent legal advice.
The result of the Initial Issue is expected to be announced on 23 September 2021. Applications will be made to the FCA for the New Ordinary Shares to be admitted to the premium listing segment on the Official List and to the London Stock Exchange to be admitted to trading on the London Stock Exchange's main market. It is expected that Initial Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 27 September 2021.
Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 22 September 2021 (the latest date for applications under the Open Offer). If the condition(s) to the Open Offer described above are satisfied, New Ordinary Shares will be issued in uncertificated form to those persons who submitted a valid application for New Ordinary Shares by utilising the CREST application procedures and whose applications have been accepted by the Company. The Receiving Agent will instruct Euroclear to credit the appropriate stock accounts of such persons with such persons' entitlements to New Ordinary Shares with effect from Initial Admission (expected to be at 8.00 a.m. on 27 September 2021). The stock accounts to be credited will be accounts under the same CREST participant IDs and CREST member account IDs in respect of which the USE instruction was given.
Notwithstanding any other provision of this Securities Note, the Company reserves the right to send Qualifying CREST Shareholders an Open Offer Application Form instead of crediting the relevant stock account with Open Offer Entitlements, and to allot and/or issue any New Ordinary Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by the Registrar in connection with CREST.
For Qualifying non-CREST Shareholders who have applied by using an Open Offer Application Form, share certificates in respect of the New Ordinary Shares validly applied for are expected to be despatched in the week commencing 4 October 2021. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers will be certified against the UK share register of the Company. All documents or remittances sent by or to applicants or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Qualifying non-CREST Shareholders are referred to paragraph 4.1 above and their respective Open Offer Application Form.
The Company shall, in agreement with Alvarium Securities and after consultation with its financial and legal advisers, be entitled to amend the dates that Open Offer Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this Prospectus and in such circumstances shall notify the FCA and make an announcement on an RIS and, if appropriate, to Shareholders but Qualifying Shareholders may not receive any further written communication.
Certain statements regarding United Kingdom taxation in respect of the New Ordinary Shares and the Open Offer are set out in Part 7 of this Prospectus. Shareholders who are in any doubt as to their tax position in relation to taking up their entitlements under the Open Offer or who are subject to tax in any jurisdiction other than the United Kingdom, should immediately consult a suitable professional adviser.
Your attention is drawn to the further information set out in this Prospectus and also, in the case of Qualifying non-CREST Shareholders and other Shareholders to whom the Company has sent Open Offer Application Forms, to the terms, conditions and other information printed on the accompanying Open Offer Application Form.
The terms and conditions of the Open Offer as set out in this Prospectus, the Open Offer Application Form and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, English law. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer, this Prospectus or the Open Offer Application Form. By taking up New Ordinary Shares by way of their Open Offer Entitlement, in accordance with the instructions set out in this Prospectus and, where applicable, the Open Offer Application Form, Qualifying Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.
It is a condition of application that (where applicable) a completed version of that form is provided with the Offer for Subscription Application Form before any application can be accepted.
cheque drawn on a branch of a UK clearing bank to the bank account name from which they were first received at your risk of any proceeds of the remittance which accompanied your Application Form, without interest);
2.1.9 agree that you are not applying on behalf of a person engaged in money laundering;
2.1.10 undertake to ensure that, in the case of an Application Form signed by someone else on your behalf, the original of the relevant power of attorney (or a complete copy certified by a solicitor or notary) is enclosed with your Application Form together with full identity documents for the person so signing;
3.4 Payments must be made by cheque or banker's draft in pounds sterling drawn on a branch in the United Kingdom, the Channel Islands or the Isle of Man of a bank or building society that is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or that has arranged for its cheques or bankers' drafts to be cleared through the facilities provided for members of either of those companies. Such cheques or bankers' drafts must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of an individual applicant where they have sole or joint title to the funds, should be made payable to "Link Market Services Ltd re: Home REIT Plc OFS 2021 A/C" and crossed "A/C payee only". Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has inserted the full name of the building society or bank account holder and has added the building society or bank branch stamp. The name of the building society or bank account holder must be the same as that shown on the Application Form.
3.5 The Company reserves the right in its absolute discretion (but shall not be obliged) to accept applications for fewer than 1,000 New Ordinary Shares or applications not otherwise in multiples of 1,000 New Ordinary Shares.
Electronic payments must come from a UK, Channel Islands or Isle of Man bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds. The account name should be the same as that inserted in section 3A of the Application Form and payments must relate solely to your application. You should tick the relevant payment method box in section 2A of the Application Form. It is recommended that such transfers are actioned within 24 hours of posting your application.
Evidence of the source of funds may also be required. Typically this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference. If such evidence is required, Link Group will contact you to request this information.
Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.
Please Note – you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).
The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference or where a payment has been received but without an accompanying application form.
Where application monies have been banked and/or received, if any application is not accepted in whole, or is accepted in part only, or if any contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance of the amount paid on application will be returned without interest within 14 days at the risk of the person(s) entitled thereto by returning your cheque, or by crossed cheque in your favour, by post or, in the case of payment(s) made electronically, by a bank transfer by means of a return credit to the remitting bank account (in which case, please note that the processing of refunds between banks can take up to 72 hours to complete). In the meantime, application monies will be retained by the Receiving Agent in a separate non-interest-bearing account.
By completing an Application Form, you:
6.11 agree that, in respect of those New Ordinary Shares for which your Application Form has been received and processed and not rejected, acceptance of your Application Form shall be constituted by the Company instructing the Registrar to enter your name on the Register;
6.12 agree that all applications, acceptances of applications and contracts resulting therefrom under the Offer for Subscription and any non-contractual obligations existing under or in connection therewith shall be governed by and construed in accordance with the laws of England and Wales and that you submit to the jurisdiction of the English Courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction;
by or on behalf of the Company and will not be liable for any decision to participate in the Offer for Subscription based on any information, representation or statement contained in this Prospectus or otherwise.
be offered, sold or delivered, directly or indirectly, into or within Canada, Japan, the Republic of South Africa, Singapore, Australia or the United States (as the case may be). If you subscribe for New Ordinary Shares you will, unless the Company and the Registrar agree otherwise in writing, represent and warrant to the Company that you are not a resident of Canada, Japan, the Republic of South Africa, Singapore, Australia or the United States or a corporation, partnership or other entity organised under the laws of the United States or Canada (or any political subdivision of either) or Japan, the Republic of South Africa, Singapore or Australia and that you are not subscribing for such New Ordinary Shares for the account of any resident of Canada, Japan, the Republic of South Africa, Sinagpore, Australia or the United States and will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the New Ordinary Shares in or into the United States, Canada, Japan, Singapore or Australia or to any resident of the United States, Canada, Japan, the Republic of South Africa, Singapore or Australia. No application will be accepted if it shows the applicant or a payor having an address in the United States, Canada, Japan, the Republic of South Africa, Singapore or Australia.
provided a copy of the Company's Privacy Notice and any other data protection notice which has been provided by the Company and/or the Registrar; and (ii) where consent is legally required under applicable DP Legislation, it has obtained the consent of any data subject to the Registrar and their respective associates holding and using their personal data for the Purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the Purposes set out above in this paragraph 9).
10.3 Any person who acquires New Ordinary Shares under the Offer for Subscription declares, warrants and agrees, by accepting delivery of the Prospectus or the Offer for Subscription Application Form and delivery of the New Ordinary Shares, that they are not, and that at the time of acquiring the New Ordinary Shares they will not be, in the United States.
10.4 The Company reserves the right to treat as invalid any Offer for Subscription Application Form that appears to the Company or its agents to have been executed in, or despatched from, the United States, or that provides an address in the United States for the receipt of New Ordinary Shares, or where the Company believes acceptance of such Offer for Subscription Application Form may infringe applicable legal or regulatory requirements.
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| For | |
|---|---|
| official | |
| use only: | |
Important: before completing this form, you should read the accompanying notes.
To: Link Group, acting as receiving agent for Home REIT plc
I/We the person(s) detailed in section 3A below offer to subscribe for the number of New Ordinary Shares shown in Box 1 subject to the Terms and Conditions set out in Part 13 of the Prospectus dated 2 September 2021 and subject to the Memorandum and Articles of Association of the Company.
Box 1 (minimum subscription of 1,000 New Ordinary Shares and then in multiples of 1,000 New Ordinary Shares thereafter.)
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Box 2 (the number in Box 1 multiplied by the Issue Price, being 109 pence per Ordinary Share) £
| Box 2A Payment Method: | Cheque/Banker's draft | CREST Settlement |
|---|---|---|
| Bank transfer |
| Mr, Mrs, Miss or Title |
|---|
| Forenames (in full) |
| Surname/Company Name |
| Address (in Full) |
| Designation (if any) |
| Date of birth |
| Mr, Mrs, Miss or Title |
| Forenames (in full) |
| Surname/Company Name |
| Date of birth |
| Mr, Mrs, Miss or Title |
| Forenames (in full) |
| Surname/Company Name |
| Date of birth |
| Mr, Mrs, Miss or Title |
|---|
| Forenames (in full) |
| Surname/Company Name |
| Date of birth |
(Only complete this section if New Ordinary Shares allotted are to be deposited in a CREST Account which must be in the same name as the holder(s) given in section 3A).
CREST Participant ID
CREST Member Account ID
Execution by Individuals:
| First Applicant Signature | Date | |
|---|---|---|
| Second Applicant Signature | Date | |
| Third Applicant Signature | Date | |
| Fourth Applicant Signature | Date |
| Executed by (Name of Company): | Date | |||
|---|---|---|---|---|
| Name of Director: | Signature: | Date | ||
| Name of Director/Secretary: | Signature: | Date | ||
| If you are affixing a company seal, please mark a cross here: |
Affix Company Seal here: |
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If you are subscribing for New Ordinary Shares and paying by cheque or banker's draft pin or staple to this form your cheque or banker's draft for the exact amount shown in Box 2 made payable to "Link Market Services Ltd re: Home REIT Plc OFS 2021 A/C". Cheques and banker's drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man and must bear the appropriate sort code in the top right hand corner.
If you so choose to settle your application within CREST, that is DVP, you or your settlement agent/custodian's CREST account must allow for the delivery and acceptance of New Ordinary Shares to be made against payment of the Issue Price, following the CREST matching criteria set out below:
| Settlement Date: 27 September 2021 |
23 September 2021 |
|---|---|
| Company: Home REIT plc |
|
| Security Description: Ordinary Shares |
|
| SEDOL: BJP5HK1 |
ISIN: GB00BJP5HK17
Applicants wishing to settle DVP will still need to complete and submit a valid Application Form to be received by no later than 11.00 a.m. on 22 September 2021 (being the closing date). You should tick the relevant box in section 2A of the Application Form.
Applicants will also need to ensure that their settlement instructions are input to Link Group's Participant account (RA06) by no later than 11.00 a.m. on 27 September 2021 (being the date of admission to trading of the New Ordinary Shares).
Applicants can confirm their final allotment of shares by contacting the helpline on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer for Subscription nor give any financial, legal or tax advice.
Note: Link Group will not take any action until a valid DEL message has been alleged to the Participant account by the applicant/custodian.
No acknowledgement of receipt or input will be provided.
Applicants should also ensure that their agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to their usual daily trading and settlement requirements.
In the event of late/non-settlement, the Company reserves the right to deliver shares outside of CREST in certificated form provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied.
For applicants sending subscription monies by electronic bank transfer (CHAPs), payment must be made for value by 11.00 a.m. on 22 September 2021 directly into the bank account detailed below. The payment instruction must also include a unique reference comprising your name and a contact telephone number which should be entered in the reference field on the payment instruction, for example, MJ SMITH 01234 567 8910.
Bank: Lloyds Banking Group Plc
Sort Code: 30-80-12
A/C No: 22147368
A/C Name: Link Market Services Ltd re: Home REIT plc OFS CHAPS 2021 A/C
Electronic payments must come from a UK, Channel Islands or Isle of Man bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds. The account name should be the same as that inserted in section 3A of the Application Form and payments must relate solely to your application. You should tick the relevant payment method box in section 2A. It is recommended that such transfers are actioned within 24 hours of posting your application.
Evidence of the source of funds may also be required. Typically this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference. If such evidence is required, Link Group will contact you to request this information.
Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.
Please Note – you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).
The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference or where a payment has been received but without an accompanying application form.
To ensure the efficient and timely processing of this application please enter below the contact details of a person the Company (or any of its agents) may contact with all enquiries concerning this application. Ordinarily this contact person should be the (or one of the) person(s) signing in section 4 on behalf of the first named holder. If no details are entered here and the Company (or any of its agents) requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.
| Contact Name | E-mail address | ||
|---|---|---|---|
| Address | |||
| Telephone No | Fax No |
In addition to completing and returning the Application Form to Link Group, if you are not an existing Shareholder you will also need to complete and return a Tax Residency Self Certification Form. The "individual tax residency self-certification – sole holding" form can be found at the end of this Prospectus. Further copies of this form and the relevant form for joint holdings or corporate entity holdings can be requested from Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. It is a condition of application that (where applicable) a completed version of the Tax Residency Self Certification Form is provided with the Application Form before any application can be accepted.
HELPLINE: If you have a query concerning the completion of this Application Form, please telephone Link Group on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.
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Fill in (in figures) in Box 1 the number of New Ordinary Shares being subscribed for. The number being subscribed for must be a minimum of 1,000 New Ordinary Shares and then in multiples of 1,000 New Ordinary Shares thereafter. Financial intermediaries who are investing on behalf of clients should make separate applications for each client.
Fill in (in figures) the total amount payable for the New Ordinary Shares for which your application is made which is the number inserted in Box 1 of the Offer for Subscription Application Form, multiplied by the Issue Price, being 109 pence per New Ordinary Share. You should also mark in the relevant box to confirm your payment method, i.e. cheque, banker's draft or settlement via CREST.
Fill in (in block capitals) the full name(s) of each holder and the address of the first named holder. Applications may only be made by persons aged 18 or over. In the case of joint holders only the first named may bear a designation reference. A maximum of four joint holders is permitted. All holders named must sign the Offer for Subscription Application Form in section 4.
If you wish your New Ordinary Shares to be deposited in a CREST account in the name of the holders given in section 3A, enter in section 3B the details of that CREST account. Where it is requested that New Ordinary Shares be deposited into a CREST account please note that payment for such New Ordinary Shares must be made prior to the day such New Ordinary Shares might be allotted and issued. It is not possible for an applicant to request that New Ordinary Shares be deposited in their CREST account on an against payment basis. Any Application Form received containing such a request will be rejected.
All holders named in section 3A must sign section 4 and insert the date. The Offer for Subscription Application Form may be signed by another person on behalf of each holder if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection (which originals will be returned by post at the addressee's risk). A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Offer for Subscription Application Form.
All payments by cheque or banker's draft must accompany your application and be for the exact amount inserted in Box 2 of the Offer for Subscription Application Form. Your cheque or banker's draft must be made payable to "Link Market Services Ltd re: Home REIT Plc OFS 2021 A/C" in respect of an Application and crossed "A/C Payee Only". Applications accompanied by a post-dated cheque will not be accepted.
Cheques or banker's drafts must be drawn on an account where the applicant has sole or joint-title to the funds and on an account at a branch of a bank or building society in the United Kingdom, the Channel Islands or the Isle of Man which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which is a member of either of the Committees of Scottish or Belfast clearing houses or which has arranged for its cheques and banker's drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner.
Third party cheques may not be accepted, with the exception of building society cheques or banker's drafts where the building society or bank has inserted the full name of the building society or bank account holder and have added the building society or bank branch stamp. The name of the building society or bank account holder must be the same as the name of the current shareholder or prospective investor. Please do not send cash. Cheques or banker's drafts will be presented for payment upon receipt. The Company reserves the right to instruct the Receiving Agent to seek special clearance of cheques and banker's drafts to allow the Company to obtain value for remittances at the earliest opportunity.
(b) CREST settlement
The Company will apply for the New Ordinary Shares issued pursuant to the Offer for Subscription in uncertificated form to be enabled for CREST transfer and settlement with effect from Initial Admission (the "Relevant Settlement Date"). Accordingly, settlement of transactions in the New Ordinary Shares will normally take place within the CREST system.
The Offer for Subscription Application Form contains details of the information which the Company's receiving agent, Link Group, will require from you in order to settle your application within CREST, if you so choose. If you do not provide any CREST details or if you provide insufficient CREST details for Link Group to match to your CREST account, Link Group will deliver your New Ordinary Shares in certificated form provided payment has been made in terms satisfactory to the Company.
The right is reserved to issue your New Ordinary Shares in certificated form should the Company, having consulted with Link Group, consider this to be necessary or desirable. This right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST or any part of CREST or on the part of the facilities and/or system operated by Link Group in connection with CREST.
The person named for registration purposes in your Application Form must be: (a) the person procured by you to subscribe for or acquire the New Ordinary Shares; or (b) yourself; or (c) a nominee of any such person or yourself, as the case may be. Neither Link Group nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. You will need to input the delivery versus payment ("DVP") instructions into the CREST system in accordance with your application. The input returned by Link Group of a matching or acceptance instruction to our CREST input will then allow the delivery of your New Ordinary Shares to your CREST account against payment of the Issue Price through the CREST system upon the Relevant Settlement Date.
By returning your Application Form you agree that you will do all things necessary to ensure that you or your settlement agent/custodian's CREST account allows for the delivery and acceptance of New Ordinary Shares to be made prior to 11.00 a.m. on 22 September 2021 against payment of the Issue Price. Failure by you to do so will result in you being charged interest at the rate of two percentage points above the then published bank base rate of a clearing bank selected by Link Group.
To ensure that you fulfil this requirement it is essential that you or your settlement agent/custodian follow the CREST matching criteria set out below:
| Trade Date: | 23 September 2021 |
|---|---|
| Settlement Date: | 27 September 2021 |
| Company: | Home REIT plc |
| Security Description: | Ordinary Shares |
| SEDOL: | BJP5HK1 |
| ISIN: | GB00BJP5HK17 |
Applicants wishing to settle DVP will still need to complete and submit a valid Application Form to be received by no later than 11.00 a.m. on 22 September 2021 (being the closing date). You should tick the relevant box in section 2A of the Application Form.
Applicants will also need to ensure that their settlement instructions are input to Link Group's Participant account (RA06) by no later than 11.00 a.m. on 27 September 2021 (being the date of admission to trading of the New Ordinary Shares).
Applicants can confirm their final allotment of shares by contacting the helpline on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. – 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer for Subscription nor give any financial, legal or tax advice.
Note: Link Group will not take any action until a valid DEL message has been alleged to the Participant account by the applicant/custodian.
No acknowledgement of receipt or input will be provided.
Applicants should also ensure that their agent/custodian has a sufficient "debit cap" within the CREST system to facilitate settlement in addition to their usual daily trading and settlement requirements.
In the event of late/non-settlement, the Company reserves the right to deliver shares outside of CREST in certificated form provided that payment has been made in terms satisfactory to the Company and all other conditions of the Offer for Subscription have been satisfied.
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The terms and conditions of application require that applicants provide cleared funds in support of each application. You should instruct the bank to transfer funds so that they will have taken place (and funds settled) to coincide with the delivery of your Application Form to the Receiving Agent and by no later than 11.00 a.m. on 22 September 2021 directly into the bank account detailed below. The payment instruction must also include a unique reference comprising your name and a contact telephone number which should be entered in the reference field on the payment instruction, for example, MJ SMITH 01234 567 8910.
Bank: Lloyds Banking Group Plc
Sort Code: 30-80-12
A/C No: 22147368
A/C Name: Link Market Services Ltd re: Home REIT Plc OFS CHAPS 2021 A/C
Electronic payments must come from a UK, Channel Islands or Isle of Man bank account and from a personal account in the name of the individual applicant where they have sole or joint title to the funds. The account name should be the same as that inserted in section 3A of the Application Form and payments must relate solely to your application. You should tick the relevant payment method box in section 2A of the Application Form. It is recommended that such transfers are actioned within 24 hours of posting your application.
Evidence of the source of funds may also be required. Typically this will be a copy of the remitting bank account statement clearly identifying the applicant's name, the value of the debit (equal to the application value) and the crediting account details or application reference. If such evidence is required, Link Group will contact you to request this information.
Any delay in providing monies may affect acceptance of the application. If the Receiving Agent is unable to match your application with a bank payment, there is a risk that your application could be delayed or will not be treated as a valid application and may be rejected by the Company and/or the Receiving Agent.
Please Note – you should check with your bank regarding any limits imposed on the level and timing of transfers allowed from your account (for example, some banks apply a maximum transaction or daily limit, and you may need to make the transfer as more than one payment).
The Receiving Agent cannot take responsibility for correctly identifying payments without a unique reference or where a payment has been received but without an accompanying application form.
To ensure the efficient and timely processing of your Application Form, please provide contact details of a person the Company (or any of its agents) may contact with all enquiries concerning your Application. Ordinarily this contact person should be the person signing in section 4 on behalf of the first named holder. If no details are entered here and the Company (or any of its agents) requires further information, any delay in obtaining that additional information may result in your application being rejected or revoked.
| Tax Residency Self-Certification Form (Individuals) A separate form is required for each holder |
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|---|---|---|---|---|
| Company that shares are held in: * |
Home REIT plc | |||
| Investor code * | ||||
| Registered Address: * If your address has changed, then you will need to notify us separately. See the questions and answers. |
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| Tax Residence Address Only if different to your registered address above. |
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| Date of Birth * (DD/MM/YYYY) |
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| Country/Countries of Residence for Tax Purposes | ||||
| Country of residence for tax purposes | Tax Identification Number In the UK this would be your NI number |
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| 1 | 1* | |||
| 2 | 2 | |||
| 3 | 3 | |||
| 4 | 4 | |||
| US Citizen Please mark the box ONLY if you are a US Citizen (see Definitions) |
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| Declarations and Signature | ||||
| I acknowledge that the information contained in this form and information regarding my shares may be reported to the local tax authority and exchanged with tax authorities of another country or countries in which I may be tax resident where those countries have entered into Agreements to exchange Financial Account information. |
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| I undertake to advise the Company within 30 days of any change in circumstances which causes the information contained herein to become incorrect and to provide the Company with a suitably updated Declaration within 30 days of such change in circumstances. |
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| I certify that I am the shareholder (or I am authorised to sign for the shareholder**). If this relates to a joint holding, I also acknowledge that as a joint holder I may be reported to the relevant tax authority if all the other holders do not provide a Tax Residency Self-Certification. |
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| I declare that all statements made in this declaration are, to the best of my knowledge and belief, correct and complete. |
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| Signature: * | ||||
| Print Name: * | ||||
| Date: * | ||||
| Daytime telephone number/ email address*** |
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| ————— |
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* Mandatory field
** If signing under a power of attorney, please also attach a certified copy of the power of attorney.
*** We will only contact you if there is a question around the completion of the self-certification form.
The law requires that Financial Institutions collect, retain and report certain information about their account holders, including the account holders tax residency.
Please complete the form above and provide any additional information requested.
If your declared country/countries of residence for tax purposes is not the same as that of the Financial Institution and is either the US or is on the OECD list of countries which have agreed to exchange information (http://www.oecd.org/tax/transparency/AEOI-commitments.pdf), the Financial Institution will be obliged to share this information with it's local tax authority who may then share it with other relevant local tax authorities.
Failure to validly complete and return this form will result in you being reported onwards to the relevant local tax authority. Additionally, if this form has been issued in conjunction with an application for a new holding, then your application may be adversely impacted.
Definitions of terms used in this form can be found below.
If your registered address (or name) has changed, then you must advise us separately. Any details you enter in the "Tax Residence Address" will be used for tax purposes only and will not be used to update your registered details.
If any of the information about your tax residency changes, you are required to provide the Company with a new, updated, self-certification form within 30 days of such change in circumstances.
All joint holders are treated as separate holders for these tax purposes and every joint holder is required to give an Individual Tax Residency Self-Certification. If any one or more is reportable, the value of the whole shareholding will be reported for all joint shareholder(s).
If we do not receive the self-certification from each joint shareholder, then the whole holding will be treated as undocumented and all holders (including those who have completed the self-certification form) will be reported to the relevant tax authorities.
The OECD Common Reporting Standard for Automatic Exchange of Financial Account Information ("The Common Reporting Standard") http://www.oecd.org/tax/automatic-exchange/common-reportingstandard/ contains definitions for the terms used within it. However, the following definitions are for general guidance only to help you in completing this form.
The Account Holder is either the person(s) whose name(s) appears on the share register of a Financial Institution. Or where Link holds the shares on your behalf, the person whose name appears on the register of entitlement that Link maintains.
You are required to list the country or countries in which you are resident for tax purposes, together with the tax reference number which has been allocated to you, often referred to as a tax identification number (TIN). Special circumstances (such as studying abroad, working overseas, or extended travel) may cause you to be resident elsewhere or resident in more than one country at the same time (dual residency). The country/countries in which you might be obliged to submit a tax return are likely to be your country/countries of tax residence. If you are a US citizen or hold a US passport or green card, you will also be considered tax resident in the US even if you live outside the US.
The number used to identify the shareholder in the country of residence for tax purposes.
Different countries (or jurisdictions) have different terminology for this and could include such as a National Insurance number, social security number or resident registration number. Some jurisdictions that do issue TINs have domestic law that does not require the collection of the TIN for domestic reporting purposes so that a TIN is not required to be completed by a shareholder resident in such jurisdictions. Some jurisdictions do not issue a TIN or do not issue a TIN to all residents.
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If you have any questions about these definitions or require further details about how to complete this form then please contact your tax adviser.
NOTHING IN THIS DOCUMENT CAN BE CONSIDERED TO BE TAX ADVICE.
The governments of more than 90 countries around the world have agreed to exchange tax related information. These governments have passed similar sets of laws to enable the Automatic Exchange of Information ("AEOI"). The full list of countries involved can be seen at: www.oecd.org/tax/ transparency/AEOI-commitments.pdf
Additionally, the United States has over 100 similar agreements with many countries referred to as the 'Foreign Account Tax Compliance Act'.
The legislation can vary slightly from jurisdiction to jurisdiction, but at a high level, it requires Financial Institutions to:
The "local" tax authority will pass information onto the tax authority in the relevant jurisdiction. As an example the tax authority in the US is the Inland Revenue Service ("IRS"), so HMRC will exchange information with IRS.
The legislation is quite complex and you may wish to speak to your tax adviser.
The web site of your local tax authority will contain more information e.g. HMRC for the UK; the IRS for the US; Jersey Income Tax Department for Jersey, etc.
Additionally, the web site of The Organisation for Economic Co-operation and Development (OECD) gives further information.
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In the annual report that the Financial Institution sends to their local tax authority you will be shown as 'Undocumented'.
The local tax authority will collate the responses from all of its financial institutions and pass that information onto the relevant local tax authority for the jurisdictions identified.
Link is not able to comment on what action the tax authority for the jurisdiction will take.
The self-certification form allows for up to 4 tax residencies to be recorded.
Please refer to your local tax authority or tax adviser.
Please refer to your local tax authority or tax adviser.
Note that different countries call their tax identification numbers using alternative terminology. As an example in the UK it would be a National Insurance number.
Yes. The US legislation governing W8/W9 forms overlaps with US FATCA legislation.
Please refer to your local tax authority or tax adviser.
In addition, you may wish to consider: Where you are a citizen with a passport; Your residential home address in a country and unrestricted right of entry back into that country once you depart.
When there are multiple holders on an account, then every joint holder must complete a Tax Residency Self Certification and every joint holder will receive a letter in their own right. The letter will be sent to the registered address recorded for the holding.
Joint holders are treated as separate holders for these tax purposes. If any one of the joint holders is reportable, the value of the whole shareholding will be reported for all of the joint shareholder(s).
If we do not receive a validly completed self certification for each joint shareholder, the whole shareholding will be treated as "undocumented" and all shareholders (including those who have completed the self-certification form) will be reported to the relevant tax authorities.
No. If your address has changed, then you must advise Link Asset Services separately.
A change of address for can be downloaded from: Group
Any details you enter in the "Tax Residence Address" will be used for tax purposes only and will not be used to update your registered details.
No. You must advise Link Group separately.
For more information, see www.linkgroup.eu
Can I use the Self Certification Form to advise of the death of a holder, or registration of a power of Attorney?
No. You must advise Link Group separately. For more information, see www.linkgroup.eu
How do I contact Link Group, to advise of a change of address or any other changes to my account?
Share Holder Portal: www.linkgroup.eu
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Telephone: 0371664 0300 +44 (0) 371 664 0300 (international)
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. We are open between 08:00 – 17:30, Monday to Friday excluding public holidays in England and Wales
Address: PO BOX 317 Darlington DL98 1AH
Contact Link Group. For more information, see www.linkgroup.eu
I have given a different address for tax purposes, will the registered address of my share holding be altered?
No. The details on the Self Certification form are for tax purposes only. If you want to alter any of the registered details relating to your investment then you need to inform Link Group. For more information, see www.linkgroup.eu
Yes. Your account will be reportable in the current year, but will be cease to be reportable in subsequent years.
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