RNS announcement

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OR SOLICITATION TO PURCHASE SHARES IN ANY JURISDICTION. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

23 June 2022

Warehouse REIT plc

(the 'Company' or 'Warehouse REIT')

Notice of General Meeting

Admission of the Existing Ordinary Shares to listing on the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market of the London Stock Exchange

Publication of Placing Programme Prospectus

Further to the announcement made on 24 May 2022, Warehouse REIT is pleased to announce that applications have been made and a prospectus (the "Prospectus") has been published in relation to the proposed admission of its ordinary shares ("Ordinary Shares") to listing on the Official List of the Financial Conduct Authority and to trading on the premium segment of the Main Market of the London Stock Exchange ("Admission").

The Company believes that the premium segment of the Main Market is the most appropriate platform for the continued growth of the Company, as the transition is expected to increase the Company's profile, broaden its shareholder register, and facilitate the Company's eligibility for inclusion in the FTSE UK Index Series.

It is expected that: (i) the Ordinary Shares will be admitted to the Official List and to trading on the premium segment of the Main Market at 8.00 a.m. on 12 July 2022; and (ii) the Ordinary Shares will be cancelled from trading on AIM at 8.00 a.m. on 12 July 2022. The last day of trading of the Ordinary Shares on AIM is therefore expected to be 11 July 2022.

In order to reduce costs associated with potentially issuing new shares in the future which may require a further prospectus, as well as to provide the Company with increased operational flexibility to raise new equity capital to invest in either its ongoing asset management initiatives or new investment opportunities on an ongoing basis, the Company also confirms that it intends to implement a placing programme pursuant to which up to 175 million Ordinary Shares (the "New Ordinary Shares") may be issued under one or more non-preemptive placings (the "Placing Programme") over a 12 month period.

The Company has convened a general meeting ("General Meeting") at which resolutions will be proposed to seek authority for the issue of the New Ordinary Shares pursuant to the Placing Programme and to approve minor changes to the Company's investment policy to provide greater flexibility following Admission. The General Meeting will be held at the offices of Reed Smith LLP at The Broadgate Tower, 20 Primrose Street, London, EC2A 2RS at 10.00 a.m. (London time) on 11 July 2022. A notice of the General Meeting is contained in the Prospectus published today on the Company's website at https://www.warehousereit.co.uk/. In addition, a copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for viewing online at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected Timetable of Events

The dates and times specified above are subject to change. In the event that a date or time is changed, the Company will make a notification through a Regulatory Information Service.

Further information on Warehouse REIT is available on its website:

http://www.warehousereit.co.uk

Notes to editors:             

Warehouse REIT is an AIM listed UK Real Estate Investment Trust that invests in logistics, e-commerce, industrial and last-mile warehouse assets in strategic locations in the UK.

Occupier demand for urban warehouse space is increasing as the structural growth in e-commerce has driven the rise in internet shopping and consequently investment by retailers in the last mile delivery sector, yet supply remains constrained giving rise to rental growth.

The Company is an alternative investment fund ("AIF") for the purposes of the AIFM Directive and as such is required to have an investment manager who is duly authorised to undertake the role of an alternative investment fund manager. The Investment Manager is currently G10 Capital Limited and Tilstone Partners Limited are the Investment Adviser.

The Company's purpose is to own and manage warehouses in economically vibrant urban areas across the UK, providing the space its occupiers need for their businesses to thrive.

As the Company grows, its vision is to become the UK's warehouse provider of choice.

The Company's shares were admitted to trading on AIM in 2017.

Important Notice:

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, shares in the Company in any jurisdiction. The distribution of this announcement outside the United Kingdom may be restricted by law. No action has been taken by the Company that would permit possession of this announcement in any jurisdiction outside the UK where action for that purpose is required. Persons outside the United Kingdom who come into possession of this announcement should inform themselves about the distribution of this Announcement in their particular jurisdiction. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, 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.

Each of Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt"), which are authorised and regulated in the United Kingdom by the Financial Conduct Authority, are acting exclusively as joint sponsors for the Company and no one else in connection with Admission. Neither Jefferies nor Peel Hunt will regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This announcement is the sole responsibility of the Company. None of Jefferies, Peel Hunt, or any of their respective operating partners, co-investors and joint venture partners, or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Jefferies, Peel Hunt, and their respective affiliates accordingly disclaim all and any liability whatsoever whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith. No representation or warranty, express or implied, is made by Jefferies, Peel Hunt, or any of their respective affiliates as to the accuracy, fairness, completeness or sufficiency of the information contained in this announcement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements" (including words such as "believe", "expect", "estimate", "intend", "anticipate" and words of similar meaning). By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances, and actual results may, and often do, differ materially from any forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement. Save as required by applicable law, the Company undertakes no obligation to publicly revise any forward-looking statements in this announcement, whether following any change in its expectations or to reflect events or circumstances after the date of this announcement.