Publication of Prospectus (782981)

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 AEW UK REIT plc (AEWU) 
Publication of Prospectus 
 
01-March-2019 / 15:56 GMT/BST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR 
  INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR 
   JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR 
               RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL. 
 
        This announcement is an advertisement only and does not constitute a 
   prospectus. Investors who wish to subscribe for or purchase shares in the 
  Company are reminded that any such subscription or purchase should only be 
    made on the basis of the information contained in the prospectus dated 1 
March 2019 (and any supplement thereto) and not on the information contained 
  in this announcement. This is a financial promotion and is not intended to 
               be investment advice. 
 
 This announcement contains inside information for the purposes of Article 7 
               of Regulation 596/2014. 
 
1 March 2019 
 
       AEW UK REIT PLC 
       ("AEW UK REIT" or the "Company") 
 
       Publication of Prospectus 
 
   The board of directors of the AEW UK REIT (the "Board") announces that it 
  has today published a prospectus (the "Prospectus") in relation to a share 
      issuance programme of up to 250 million new Ordinary Shares ("Ordinary 
Shares"); and up to 250 million convertible redeemable preference shares ("C 
   Shares" and, together with the Ordinary Shares, the "Shares") (the "Share 
               Issuance Programme"). 
 
Pursuant to the extraordinary general meeting held on 12 September 2018, the 
      Company has shareholder authority to issue and allot up to 250 million 
 Ordinary Shares and 250 C Shares in the capital of the Company. Shareholder 
   approval was sought to enable the Company to conduct future fundraises to 
  meet its growth strategy and to respond promptly to investor demand as and 
               when market conditions become favourable. 
 
               Share Issuance Programme 
 
 The Share Issuance Programme will open on 1 March 2019 and will close on 28 
        February 2020 (or any earlier date on which it is fully subscribed). 
 
      The Company may carry out one or more Placings of Ordinary Shares or C 
    Shares under the Share Issuance Programme at any time prior to the final 
               closing date of 28 February 2020. 
 
        The Company will publish announcements in due course setting out the 
timetable for each Placing together with the Placing Price for such Placing. 
 The Placing Price for each Placing of Ordinary Shares will be determined by 
 the Directors, taking into consideration, inter alia, the prevailing market 
  conditions at that time but will not be less than the latest published Net 
 Asset Value per Ordinary Share at the time of issue plus a premium to cover 
 the costs and expenses of the relevant Placing. The Placing Price for any C 
    Shares issued under the Share Issuance Programme will be 100 pence per C 
Share. The Placing Price will be notified via an RNS announcement as soon as 
               practicable in conjunction with each Placing-Only Issue. 
 
        In addition the Company may instigate up to three Offers of C Shares 
           (provided this is in accordance with the timetable set out in the 
 Prospectus) if the Directors, in their sole discretion in consultation with 
         the Investment Manager and Liberum, determine market conditions are 
        appropriate. The Offer Price for any C Shares issued under the Share 
               Issuance Programme will be 100 pence per C Share. 
 
   The terms and conditions which shall apply to any subscription for Shares 
     pursuant to the Share Issuance Programme are set out in the Prospectus. 
 
      The Prospectus will shortly be made available on the Company's website 
            (www.aewukreit.com [1]) and on the National Storage Mechanism at 
               http://www.morningstar.co.uk/uk/nsm [2]. 
 
   Capitalised terms used but not defined in this announcement have the same 
               meanings as set out in the Prospectus. 
 
ENQUIRIES 
 
For further information, please contact: 
 
AEW UK REIT 
 
Alex Short  [e-mail] 
 
            Tel: [phone] 
Laura Elkin [e-mail] 
 
            Tel: [phone] 
 
Liberum Capital 
 
Gillian Martin / Christopher Britton Tel: [phone] 
 
Company Secretary 
 
Link Company Matters Limited [e-mail] 
 
                             [phone] 
 
TB Cardew (Financial PR advisor) 
 
Ed Orlebar [e-mail] 
 
           [phone] 
 
IMPORTANT NOTICE 
 
 This announcement, which constitutes a financial promotion for the purposes 
  of the Financial Services and Markets Act 2000 and which has been prepared 
by, and is the sole responsibility of, the Company, has been approved solely 
  for the purposes of section 21(2)(b) of the Financial Services and Markets 
               Act 2000 by AEW UK Investment Management LLP. 
 
  This announcement is an advertisement and does not constitute a prospectus 
 relating to the Company and does not constitute, or form part of, any offer 
or invitation to sell or issue, or any solicitation of any offer to purchase 
   or subscribe for, any Shares in the Company in any jurisdiction nor shall 
  it, or any part of it, or the fact of its distribution, form the basis of, 
  or be relied on in connection with or act as any inducement to enter into, 
               any contract therefor. 
 
   The information contained in this announcement is for background purposes 
      only and does not purport to be full or complete. Investors should not 
   purchase or subscribe for any transferable securities referred to in this 
 announcement except on the basis of information contained in the Prospectus 
(and any supplementary prospectus). Copies of the Prospectus will shortly be 
             made available for viewing at the National Storage Mechanism at 
            www.morningstar.co.uk/uk/NSM [2] and on the Company's website at 
               http://www.aewukreit.com/documents/. [3] 
 
      The Shares are only suitable for investors: (i) who are institutional, 
    professional, professionally advised and knowledgeable; (ii) for whom an 
 investment in the Shares is part of a diversified investment programme; and 
  (iii) who fully understand and are willing to assume the risks involved in 
  such an investment, including the potential risks of capital loss and that 
there may be limited liquidity in the underlying investments of the Company. 
 The value of shares and the income from them is not guaranteed and can fall 
   as well as rise due to stock market and currency movements. When you sell 
  your investment you may get back less than you originally invested. If you 
 are in any doubt about the contents of this announcement you should consult 
  your accountant, legal or other professional adviser or financial adviser. 
Past performance is not a guide to future performance and the information in 
   this announcement or any documents relating to the Issue cannot be relied 
               upon as a guide to future performance. 
 
   Liberum Capital Limited is acting only for the Company in connection with 
the matters described in this announcement and is not acting for or advising 
   any other person, or treating any other person as its client, in relation 
 thereto and will not be responsible for providing the regulatory protection 
afforded to clients of Liberum Capital Limited or advice to any other person 
               in relation to the matters contained herein. 
 
 Neither Liberum Capital Limited nor the Investment Manager nor any of their 
   respective directors, officers, employees, advisers or agents accepts any 
  responsibility or liability whatsoever for, or makes any representation or 
 warranty, express or implied, as to the truth, accuracy of completeness of, 
   the information in this announcement (or whether any information has been 
 omitted from this announcement) or any information relating to the Company, 
    whether written, oral or in a visual or electronic format, and howsoever 
 transmitted or made available or any loss howsoever arising from any use of 
       this announcement or its contents to otherwise in connection with it. 
 
         The Shares have not been, nor will they be, registered under the US 
       Securities Act of 1933, as amended (the "Securities Act") or with any 
   securities regulatory authority of any state or other jurisdiction of the 
United States or under the applicable securities laws of any member state of 
 the EEA (other than the United Kingdom), Australia, Canada, Japan, or South 
   Africa. Accordingly, subject to certain exceptions, the Shares may not be 
       offered or sold in any member state of the EEA (other than the United 
 Kingdom), the United States, Australia, Canada, Japan or South Africa or to 
   or for the account or benefit of any national, resident or citizen of any 
 member state of the EEA (other than the United Kingdom), Australia, Canada, 
 Japan, South Africa, the United States or to, or for the account or benefit 
    of US persons (as defined in Regulation S under the Securities Act). The 
  Issue and the distribution of this announcement in other jurisdictions may 
be restricted by law and the persons into whose possession this announcement 
   comes should inform themselves about, and observe, any such restrictions. 
 
          The Company has not been, and will not be, registered under the US 
               Investment Company Act of 1940, as amended. 
 
  This announcement may include "forward-looking statements". All statements 

     other than statements of historical fact included in this announcement, 
      including, without limitation, those regarding and target returns, are 
 forward-looking statements. Forward-looking statements are subject to risks 
     and uncertainties and accordingly the Company's actual future financial 
          results and performance may differ materially from the results and 
      performance expressed in, or implied by, the statements. These factors 
     include but are not limited to those described in the Prospectus. These 
  forward-looking statements speak only as at the date of this announcement. 
  The Company expressly disclaims any obligation or undertaking to update or 
    revise any forward-looking statements contained herein to reflect actual 
    results or any change in the assumptions, conditions or circumstances on 
         which any such statements are based unless required to do so by the 
    Financial Services and Markets Act 2000, the Listing Rules or Prospectus 
            Rules of the FCA or other applicable laws, regulations or rules. 
 
               Information to Distributors 
 
    Solely for the purposes of the product governance requirements contained 
 within: (a) EU Directive 2014/65/EU on markets in financial instruments, as 
         amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated 
  Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing 
 measures (together, the "MiFID II Productive 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 Shares 
  have been subject to a product approval process, which has determined that 
     any Ordinary Shares and/or C Shares which may be issued pursuant to any 
 Issue or Placing-Only Issue (as appropriate) pursuant to the Share Issuance 
 Programme are: (i) compatible with an end target market of retail investors 
    and investors who meet the criteria of professional clients and eligible 
          counterparties, each as defined in MiFID II; and (ii) eligible for 
 distribution through all distribution channels as are permitted by MiFID II 
               (the "Target Market Assessment"). 
 
Notwithstanding the Target Market Assessment, distributors should note that: 
 the price of the Shares may decline and investors could lose all or part of 
      their investment; the Shares offer no guaranteed income and no capital 
         protection; and an investment in the Shares is compatible only with 
    investors who do not need a guaranteed income or capital protection, who 
      (either alone or in conjunction with an appropriate financial or other 
          adviser) are capable of evaluating the merits and risks of such an 
  investment and who have sufficient resources to be able to bear any losses 
that may result therefrom. The Target Market Assessment is without prejudice 
         to the requirements of any contractual, legal or regulatory selling 
       restrictions in relation to the Issue. Furthermore, it is noted that, 
 notwithstanding the Target Market Assessment, Liberum will, pursuant to the 
   Share Issuance Programme, only procure investors who meet the criteria of 
               professional clients and eligible counterparties. 
 
           For the avoidance of doubt, the Target Market Assessment does not 
     constitute: (a) an assessment of suitability or appropriateness for the 
   purposes of MiFID II; or (b) a recommendation to any investor or group of 
    investors to invest in, or purchase, or take any other action whatsoever 
 with respect to the Shares. Each distributor is responsible for undertaking 
   its own target market assessment in respect of the Shares and determining 
               appropriate distribution channels. 
 
PRIIPS (as defined below) 
 
         ln accordance with the 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 
             ("PRIIPs") and its implementing and delegated acts (the "PRIIPs 
      Regulation"), the Company has prepared a key information document (the 
  "KID") in respect of the Ordinary Shares. The KID is made available by the 
Company to "retail investors" prior to them making an investment decision in 
               respect of the Ordinary Shares at 
            http://www.aewukreit.com/investors/key-information-document. [4] 
 
If you are distributing Ordinary Shares, it is your responsibility to ensure 
          that the KID is provided to any clients that are "retail clients". 
 
The Company is the only manufacturer of the Ordinary Shares for the purposes 
 of the PRIIPs Regulation and neither Liberum nor the Investment Manager are 
manufacturers for these purposes. Neither Liberum nor the Investment Manager 
makes any representations, express or implied, or accepts any responsibility 
  whatsoever for the contents of the KID prepared by the Company nor accepts 
 any responsibility to update the contents of the KID in accordance with the 
 PRIIPs Regulation, to undertake any review processes in relation thereto or 
       to provide the KID to future distributors of Ordinary Shares. Each of 
          Liberum nor the Investment Manager and their respective 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 Company. Investors should note that 
 the procedure for calculating the risks, costs and potential returns in the 
   KID are prescribed by laws. The figures in the KID may not reflect actual 
       returns for the Company and anticipated performance returns cannot be 
               guaranteed. 
 
The Company will prepare and publish a key information document in respect 
of C Shares prior to the issue of any C Shares under the Share Issuance 
Programme. 
 
ISIN:           GB00BWD24154 
Category Code:  MSCH 
TIDM:           AEWU 
LEI Code:       21380073LDXHV2LP5K50 
OAM Categories: 3.1. Additional regulated information required to be 
                disclosed under the laws of a Member State 
Sequence No.:   7689 
EQS News ID:    782981 
 
End of Announcement EQS News Service 
 
 
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(END) Dow Jones Newswires

March 01, 2019 10:57 ET (15:57 GMT)