Supermarket Income REIT PLC Proposed Placing and Offer for Subscription (5206S)

TIDMSUPR

RNS Number : 5206S

Supermarket Income REIT PLC

12 March 2019

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. Upon the publication of this Announcement, this inside information is now considered to be in the public domain.

12 March 2019

SUPERMARKET INCOME REIT PLC

(the "Company")

Proposed Issue of Ordinary Shares

The Board of Supermarket Income REIT plc is pleased to announce its intention to raise approximately GBP25 million by way of a Placing and Offer for Subscription pursuant to the Share Issuance Programme, at 101 pence per New Ordinary Share (the "Issue").

Highlights:

-- Issue of approximately 24,752,475 New Ordinary Shares at 101 pence per New Ordinary Share (the "Issue Price") by way of a Placing and Offer for Subscription pursuant to the Share Issuance Programme

-- The Company and the Investment Adviser are currently seeing multiple attractive opportunities in the market:

o they have identified two near-term Target Assets which are currently in advanced due diligence

o the Investment Adviser has also started due diligence on a further three investment opportunities which it believes will meet the Company's stringent acquisition criteria and could be acquired in a relatively short time frame (the "Pipeline")

o together the Target Assets and the Pipeline present multiple near-term investment opportunities, allowing for significant price discovery and pricing discipline as well as providing optionality if acceptable terms cannot be reached with the preferred vendor

-- The GBP25 million target issue size, and associated gearing, should enable the Company to purchase one supermarket asset. If the target issue size is exceeded, the Company will carefully consider the possibility of acquiring an additional Target Asset or an asset in its near-term Pipeline. When making this decision the Company will consider, inter alia, the level and quality of demand in the Issue, the near-term availability of the assets at the right price, and the projected financial position of the Company post the raise

The Issue is being conducted in accordance with the terms and conditions in the Prospectus consisting of a Registration Document published on 25 April 2018 and a Summary Document and Securities Note (which updates the Registration Document), which are expected to be published later today following their approval by the UK Listing Authority.

Nick Hewson, Chairman of the Company, said:

"I am very pleased by the opportunities that our Investment Adviser has identified. They provide a pipeline of investment options which meet the Company's investment policy and allow us to invest further in the future model of UK grocery. This transaction will enhance our existing omnichannel supermarket portfolio adding further geographical and income diversification."

Background to the Issue

The Company owns six UK supermarket assets, independently valued as at 31 December 2018 at GBP320.6 million. All these assets operate both as physical supermarkets and as online fulfilment centres (for home delivery and/or click and collect) on large flexible sites near to population centres. The assets benefit from long, upward only, RPI linked leases, with a weighted average unexpired lease term of 19 years across the portfolio, and are let to large UK supermarket operators (Tesco, Sainsburys and Morrisons).

The Company has established a strong track record of sourcing high-quality assets in advance of a fundraise and efficiently executing acquisitions afterwards, thereby minimising the potentially negative effect of cash drag on financial returns. Indeed, all the assets in the Company's portfolio have been acquired within eight weeks of their respective fundraises.

All the properties in the Company's portfolio have inflation linked leases providing long-term growing income which as a REIT, it is required to distribute to shareholders in the form of dividends (subject to payout ratios and typical deductions, the REIT rules and applicable laws). In January 2019, the Company announced that it had increased the quarterly dividend in line with RPI inflation from 1.375 pence per share to 1.419 pence per share, an increase of 3.2 per cent and the Company is on track to deliver an annualised dividend of 5.63 pence per Ordinary Share for the 2018/19 financial year and 5.68 pence per Ordinary Share for the twelve months ending 31 December 2019.

The targeted long-term net total shareholder return (combining NAV progression and dividends) is 7 to 10 per cent. per annum.

Use of proceeds for the Issue

The Investment Adviser has identified two near-term acquisition opportunities (the "Target Assets"). Both assets benefit from long RPI-linked leases (capped and collared at 0 per cent and 4 per cent, and 0 per cent and 5 per cent respectively), with a weighted average lease term of 19 years. Both of the assets are occupied by Tesco and benefit from low site cover, interesting asset management opportunities and geographical locations in the Midlands and East of England, which support both physical and online sales channels. The average net initial yield on the Target Assets is expected to be broadly in line with the existing portfolio.

In addition to the Target Assets, the Investment Adviser has identified a near term pipeline of three further assets with an aggregate value of approximately GBP160 million that meet the Company's stringent acquisition criteria and could potentially be acquired in a relatively short time frame. These assets are currently in due diligence. The Company continues to explore other investment opportunities across the market and, owing to its growing reputation in this property sub-sector, is well positioned to source asset opportunties which could, for example, come to market from distressed vendors which are selling to fund redemption requests.

The assets available to the Company offer multiple near-term investment opportunities. The Company does not intend to acquire all of these assets following the Issue, however such a pipeline allows the Company to benefit from significant price discovery and pricing discipline as well as providing optionality, without materially compromising on the pace of investment, if acceptable terms cannot be reached with its preferred vendor.

No contractually binding obligations for the sale and purchase of the Target Assets have been entered into by the Investment Adviser or the Company. As such, there can be no assurance that the Company will acquire either of the Target Assets or assets which are part of the near term Pipeline.

Benefits of the Issue

The Directors believe that the Issue has the following principal benefits for Shareholders:

-- the net proceeds of the Issue will be used to invest in a key operational property let to one of the largest UK supermarket operators, further diversifying the Portfolio, supplementing the Company's growing, inflation linked, income stream and capitalising on the Company's leading position in the supermarket real estate market;

-- an increase in the size of the Company should improve liquidity and enhance the marketability of the Company and result in a broader investor base over the longer term; and

-- an increase in the size of the Company will spread its fixed operating expenses over a larger issued share capital.

The Directors believe that the Issue, implemented as part of the Share Issuance Programme, will increase the size and scale of the Company, and allow it, among other things, to maximise its in-built economies of scale, including when negotiating asset improvements across the Portfolio with its tenants.

Further information on the Issue

The Company is proposing to raise Gross Issue Proceeds of approximately GBP25 million by way of the Placing and Offer for Subscription of 24,752,475 New Ordinary Shares pursuant to the Share Issuance Programme, at the Issue Price of 101 pence per New Ordinary Share. The Issue Price represents a discount of 2.9 per cent. to the closing offer price of 104 pence per existing Ordinary Share on 11 March 2019 (being the last business day prior to this Announcement).

The consideration for the purchase of a supermarket asset will be met from the Net Issue Proceeds, with the balance to be funded from debt financing. If both the Target Assets were acquired, the total expected purchase price, excluding acquisition costs, is expected to be approximately GBP100 million. The GBP25 million target issue size pursuant to the Issue should enable the Company to purchase one of the Target Assets with the number of investment opportunities helping ensure the Company benefits from negotiating flexibility when discussing the purchase of this asset with the vendor. If the Company has demand from investors of less than GBP25 million, the Company and the Directors will consider which asset is the most complementary to the Portfolio and what level of debt finance would be acceptable and prudent in the medium term. Following, such consideration, it may acquire one or none of the Target Assets or any of the assets in its near-term Pipeline as well as potentially drawing down new, or repaying existing, debt. If the Company has demand from investors which exceeds GBP25 million, the Company may

consider increasing the size of the Issue (subject to a maximum cap of 85,643,565 New Ordinary Shares, being the total size of Share Issuance Programme of 150,000,000 Ordinary Shares less the 64,356,435 Ordinary Shares issued pursuant to the Initial Issue). Any decision to upsize would only be made after careful consideration of the prevailing market conditions, the Company's overall financial position, including its anticipated level of debt, the availability and estimated price of the properties that the Investment Adviser has identified as being suitable for purchase by the Company and the length of time it would likely take to acquire them.

The Issue is not underwritten. The Placing may be scaled back in order to satisfy valid applications under the Offer for Subscription, and the Offer for Subscription may be scaled back in favour of the Placing. The Issue may be scaled back by the Company for any reason, including where it is necessary to scale back allocations to ensure the Issue proceeds align with the Company's post fundraise acquisition and leverage targets.

The Issue Price is 101 pence per New Ordinary Share. The Issue Price has been set by the Directors following their assessment of market conditions and following discussions with a small number of institutional investors.

The Offer for Subscription is only being made in the UK, but subject to applicable law, the Company may allot and issue New Ordinary Shares on a private placement basis to applicants in other jurisdictions.

The Issue is conditional, inter alia, upon the following:

-- Admission having become effective on or before 8.00 a.m. on 26 March 2019 or such later time and/or date as the Company and Stifel may agree; and

-- none of the warranties under the Placing Agreement having ceased to be true and accurate or having become misleading at any time following the date of the Placing Agreement up to and including the date of Admission.

If these conditions are not met, the Issue will not proceed and an announcement to that effect will be made via a RIS announcement.

The results of the Issue are expected to be announced on 22 March 2019. The New Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares. The New Ordinary Shares will be issued in registered form and will be capable of being held in both certificated and uncertificated form.

Applications will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Specialist Fund Segment. It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence on the London Stock Exchange by 8.00 a.m. on 26 March 2019.

The Existing Ordinary Shares are already admitted to trading on the Specialist Fund Segment and to CREST. It is expected that all of the New Ordinary Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. The New Ordinary Shares will trade under ISIN GB00BF345X11.

The Company is due to declare the Company's third quarterly dividend of 1.419 pence per Ordinary Share in April 2019 with the dividend expected to be paid in May 2019. New Ordinary Shares issued pursuant to the Issue are expected to carry the right to receive this quarterly dividend.

Expected timetable

 
 Placing and Offer for Subscription                    12 March 2019 
  opens 
 Latest time and date for receipt             11.00 a.m. on 21 March 
  of application forms under the Offer                          2019 
  for Subscription and commitments 
  under the Placing 
 Results of the Issue announced              by close of business on 
                                                       22 March 2019 
 Admission and dealings in New Ordinary   8.00 a.m. on 26 March 2019 
  Shares commence 
 

The dates set out in the expected timetable above may be adjusted by the Company. In such circumstances details of the new dates will be notified to the UK Listing Authority and the London Stock Exchange and an announcement will be made through a Regulatory Information Service.

Dealing codes

Ticker: SUPR

ISIN for the New Ordinary Shares: GB00BF345X11

SEDOL for the New Ordinary Shares: BF345X1

The Company's legal entity identifier: 2138007FOINJKAM7L537

For further information, please contact:

Atrato Capital Limited

[phone]

Ben Green

Steve Windsor

Steve Noble

Stifel - Bookrunner, Financial Adviser and Placing Agent [phone]

Tom Yeadon ([e-mail])

Mark Young ([e-mail])

Neil Winward ([e-mail])

Goodbody - Placing Agent

[phone]

James Felix

Bruce Garrow

Richard Tunney

Tavistock

[phone]

Jeremy Carey ([e-mail])

James Whitmore ([e-mail])

Notes

Terms used and not defined in this Announcement bear the meaning given to them in the Prospectus to be published in due course.

The target dividend is a target only and not a profit forecast. There can be no assurance that the target will be met and it should not be taken as an indication of the Company's expected or actual future results.

Important Information

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 an invitation to purchase investments of any description, or any solicitation of any offer to subscribe for, any securities 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. Copies of the prospectus to be published by the Company will shortly be available from www.supermarketincomereit.com.

Recipients of this Announcement who are considering acquiring New Ordinary Shares are reminded that any such acquisition must be made only on the basis of the information contained in the Prospectus (or any supplementary prospectus) which may be different from the information contained in this Announcement and must not be made in reliance on this Announcement. The subscription for New Ordinary Shares is subject to specific legal or regulatory restrictions in certain jurisdictions. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. The Company assumes no responsibility in the event that there is a violation by any person of such restrictions.

This Announcement does not constitute and may not constitute and may not be construed as a recommendation regarding the issue or the provision of investment advice by any party. No information set out in this Announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase securities. Potential investors should consult a professional advisor as to the suitability of an investment in the securities for the person concerned.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations. Capital is at risk and investors need to understand the risks of investing. Please refer to the Prospectus for further information, in particular the "Risk Factors" section.

This Announcement may not be published, distributed, released or transmitted by any means or media, directly or indirectly, in whole or in part, in or into the United States. This Announcement does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The securities mentioned herein 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 will not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person (as defined under Regulation S under the US Securities Act) unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act. There will be no public offer of the shares in the United States. The Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.

Neither this Announcement nor any copy of it may be: (i) taken or transmitted into or distributed in Canada, Australia, Japan or the Republic of South Africa or to any resident thereof, or (ii) taken or transmitted into or distributed in Japan or to any resident thereof, or (iii) any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws or the laws of any such jurisdiction. 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.

This Announcement may include "forward-looking statements". All statements other than statements of historical facts included in this Announcement, including, without limitation, those regarding the Company's investment strategy, plans, objectives 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 operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the formal 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 Prospectus Rules of the Financial Conduct Authority or other applicable laws, regulations or rules.

Stifel is acting only for the Company as financial adviser, sole bookrunner and placing agent 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 the duties of Stifel or advice to any other person in relation to the matters contained herein. Such persons should seek their own independent legal, investment and tax advice as they see fit.

Goodbody is acting as placing agent for the Company, Goodbody is acting exclusively for the Company.

Neither Stifel or Goodbody nor any of their directors, officers, employees, advisers, affiliates or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares 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 to retail investors through advised sales only and to professional clients and eligible counterparties 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 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, Issue and the Share Issuance Programme.

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 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.

Marketing disclosures pursuant to AIFMD (as defined below)

The Company is an externally managed alternative investment fund and has appointed the AIFM as its alternative investment fund manager

Pursuant to Article 23 of AIFMD and the Alternative Investment Fund Managers Regulations 2013 (No. 1173/2013) and the Investment Funds Sourcebook of the FCA (the "UK AIFMD Rules"), the AIFM is required to make available to persons in the European Union who are invited to and who choose to participate in the Issue, by making an oral or written offer to subscribe for New Ordinary Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for New Ordinary Shares is given (the "Subscribers") certain information (the "Article 23 Disclosures"). For the purposes of the Issue, the AIFM has made the Article 23 Disclosures available to Subscribers in the 'Investor - Shareholder Information' section of the Company's website at: www.supermarketincomereit.com.

PRIIPS (as defined below)

In 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 AIFM has prepared a key information document (the "KID") in respect of the Ordinary Shares. The KID is made available by the AIFM to "retail investors" prior to them making an investment decision in respect of the Ordinary Shares at www.supermarketincomereit.com.

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 none of Stifel, Goodbody or the AIFM are manufacturers for these purposes. None of Stifel, Goodbody or the AIFM 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 Shares. Each of Stifel, Goodbody the AIFM 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.

Definitions

In addition to the terms previously defined, the following definitions apply throughout this Announcement unless the context otherwise requires:

"Admission" means the admission of the New Ordinary Shares to trading on the SFS becoming effective in accordance with, respectively, the Listing Rules and the Admission and Disclosure Standards;

"Admission and Disclosure Standards" means the requirements contained in the publication "Admission and Disclosure Standards" issued by the London Stock Exchange (as amended from time to time) containing, inter alia, the admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's market for listed securities;

"AIFM" means JTC Global AIFM Solutions Limited who was appointed with effect from IPO as AIFM to the Company;

"Announcement" means this announcement relating to the Issue and Share Issuance Programme;

"Board" means the board of directors of the Company;

"Company" means Supermarket Income REIT plc (with registered number 10799126) whose registered office is at 7th Floor, 9 Berkeley Street, London W1J 8DW or any wholly owned (direct or indirect) subsidiary of the Company;

"CREST" means the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the CREST Regulations);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001/3755) as amended from time to time;

"Directors" means the directors of the Company as at the date of this Announcement;

"Existing Ordinary Shares" means the number of existing Ordinary Shares currently in issue at the date of this Announcement;

"Goodbody" means Goodbody Stockbrokers UC; registered in Ireland whose registered office is at Ballsbridge Park, Ballsbridge, Dublin 4. Goodbody is regulated in Ireland by the Central Bank of Ireland and in the UK, is authorised and subject to limited regulation by the Financial Conduct Authority;

"Gross Issue Proceeds" means the gross proceeds of the Issue;

"Investment Adviser" means Atrato Capital Limited, incorporated and registered in England and Wales under company number 10532978, the registered office of which is at 33 Wigmore Street, London W1U 8DW;

"IPO" means the admission of the Ordinary Shares to trading on the Specialist Fund Segment on 21 July 2017 raising GBP100 million of gross proceeds;

"Initial Issue" means the placing and offer for subscription of Ordinary Shares on 25 May 2018 on the terms of the Initial Securities Note and Initial Summary;

"Initial Securities Note" means the securities note published in connection with the Initial Issue;

"Initial Summary" means the summary published in connected with the Initial Issue;

"Issue" means the Placing and the Offer for Subscription;

"Issue Price" means 101 pence per New Ordinary Share, being the price at which each New Ordinary Share is to be issued pursuant to the Issue;

"Listing Rules" means the rules and regulations made by the FCA pursuant to Part VI FSMA, as amended from time to time;

"London Stock Exchange" means London Stock Exchange plc;

"Net Asset Value" or "NAV" means the aggregate value of the assets of the Company after deduction of all liabilities, determined in accordance with the accounting policies of the Company from time to time;

"Net Issue Proceeds" means the Gross Issue Proceeds less applicable fees and expenses of the Issue;

"New Ordinary Shares" means the Ordinary Shares to be issued pursuant to the Issue;

"Offer for Subscription" means the offer for subscription of New Ordinary Shares at the Issue Price on the terms set out in the Securities Note;

"Ordinary Shares" means the ordinary shares of GBP0.01 each in the capital of the Company;

"Pipeline" means the further three investment opportunities on which the Investment Adviser has started due diligence, which it believes will meet the Company's stringent acquisition criteria and could be acquired in a relatively short time frame;

"Placing" means the proposed conditional placing of the New Ordinary Shares by Stifel and Goodbody, on behalf of the Company;

"Placing Agreement" means the placing agreement between the Company, the Directors and Stifel dated 25 April 2018;

"Portfolio" means the six supermarket real estate assets acquired by the Company since the IPO;

"Prospectus" means collectively the Summary, Registration Document and Securities Note;

"Registration Document" means the registration document dated 25 April 2018 approved by the FCA, as amended;

   "REIT"    means a company or group to which Part 12 CTA 2010 applies; 

"Regulatory Information Service" means any channel recognised as a channel for the dissemination of regulatory information by listed companies as defined in the Listing Rules;

"RPI" means the UK retail prices index, as calculated and published by the Office for National Statistics on a monthly basis that measures the change in the cost of a fixed basket of retail goods;

"Securities Note" means the securities note to be issued by the Company in respect of the New Ordinary Shares made available pursuant to the Issue and approved by the FCA;

"Shareholder" means a holder of an Ordinary Share (together "Shareholders");

"Share Issuance Programme" means the share issuance programme implemented by the Company with effect from 25 April 2018;

"SFS" or "Specialist Fund Segment" means the Specialist Fund Segment of the Main Market of London Stock Exchange;

"Stifel" means Stifel Nicolaus Europe Limited, registered in England and Wales with company number 04373759, whose registered office is at 150 Cheapside, London EC2V 6ET;

"Summary" means the summary document to be issued by the Company pursuant to the Registration Document and the Securities Note and approved by the FCA; and

"Target Assets" means the two acquisition opportunities in advanced due diligence, valued at approximately GBP100 million;

"Tranche" means a tranche of Ordinary Shares issued under the Share Issuance Programme (together "Tranches");

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

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IOELFFIIVFILLIA

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March 12, 2019 03:01 ET (07:01 GMT)