REG - Special Opports.REIT - IPO Update

Crombie Real Estate Investment TrustAnnouncement

12/06/2024 08:15

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RNS Number : 0516S  Special Opportunities REIT PLC  12 June 2024

 NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE
 OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
 REPUBLIC OF SOUTH AFRICA, ANY EEA MEMBER STATE OR ANY OTHER JURISDICTION WHERE
 TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
 SUCH JURISDICTION. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS
 THE END OF THIS ANNOUNCEMENT.

 12 June 2024

 Special Opportunities REIT plc

 Initial Public Offering ("IPO") Update

 Further to the announcement made on 29 May 2024, the Directors of Special
 Opportunities REIT plc ("SOR" or the "Company") are pleased to have received
 anumber of orders from multiple high-quality institutions in addition to the
 Cornerstone Investor commitments for the Company's IPO. Investors have shown
 significant support for the Company's structure, alignment of interest and
 recognition of the market opportunity.

 Although investor demand has been strong, it fell short of the £250 million
 minimum fundraise required for the IPO to proceed. Having considered their
 options, the Board did not believe it would be in the best interests of
 investors to reduce the minimum fundraise below £250 million given the nature
 of the market opportunity and pipeline.

 The Management Team will now acquire assets from the pipeline using private
 capital in line with the Company's proposed strategy.

 The Board and Management Team would like to thank all investors who have been
 very engaged throughout the process.

 For further details, please contact:

Deutsche Numis (Sole Broker & Bookrunner)                      Tel: +44 (0)20 7260 1000

 Hugh Jonathan / Matt Goss (Investment Banking)

 Jamie Loughborough / Will Baunton (ECM)

 H/Advisors Maitland (PR & Communications Adviser)              Em: SpecOppsREIT-maitland@h-advisors.global

 James Benjamin / Rachel Cohen / Genevieve Ryan / Billy Moran   Tel: +44 (0) 20 7379 5151

Further information on Special Opportunities REIT plc is available on its
 website: www.specoppsreit.co.uk (http://www.specoppsreit.co.uk) .

 Important notice

 Terms used in this announcement but not otherwise defined shall bear the same
 meaning as given in the prospectus published by the Company on 29 May 2024.

 Numis Securities Limited ("Deutsche Numis"), which is 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 IPO and the other arrangements referred
 to in this announcement and will not regard any other person (whether or not a
 recipient of the document) as its client in relation to the IPO or the other
 arrangements referred to in this announcement and will not (subject to the
 responsibilities and liabilities imposed by the Financial Services and Markets
 Act 2000 (as amended and any statutory modification or re-enactment thereof
 for the time being in force) ("FSMA") or the regulatory regime established
 thereunder) be responsible to anyone other than the Company for providing the
 protections afforded to the clients of Deutsche Numis, nor for providing
 advice in connection with the IPO or the other arrangements referred to in
 this announcement.

 Apart from the responsibilities and liabilities, if any, which may be imposed
 on Deutsche Numis 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, Deutsche Numis does not accept any responsibility whatsoever
 and makes no representation or warranty, express or implied, as to the
 contents of this announcement, including its accuracy or completeness, or for
 any other statement made or purported to be made by it, or on its behalf, the
 Company or any other person in connection with the Company, the Ordinary
 Shares or the IPO and nothing contained in this announcement is or shall be
 relied upon as a promise or representation in this respect, whether as to the
 past or future. Deutsche Numis does not assume any responsibility for the
 accuracy, completeness or verification of this announcement 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 announcement or any such statement.

 This announcement is not an offer of securities for sale into the United
 States. The Ordinary Shares have not been and will not be registered under the
 United States 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, 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 , and under circumstances that would
 not result in the Company being in violation of the U.S. Investment Company
 Act of 1940, as amended. No public offering of securities is being made in the
 United States. This announcement is not for publication or distribution,
 directly or indirectly, in or into the United States of America.

 This announcement does not constitute an offer to sell, or the solicitation of
 an offer to acquire or subscribe for, 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 or Deutsche Numis. The offer and sale of Ordinary Shares has not been
 and will not be registered under the applicable securities laws of Canada,
 Japan, Australia or the Republic of South Africa. Subject to certain
 exemptions, the Ordinary Shares may not be offered to or sold within Canada,
 Japan, Australia or the Republic of South Africa or to any national, resident
 or citizen of Canada, Japan, Australia or the Republic of South Africa.
 Neither the Company nor Deutsche Numis, nor any of their respective
 representatives, is making any representation to any offeree or purchaser of
 the Ordinary Shares regarding the legality of an investment in the 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
 Ordinary Shares.

Further information on Special Opportunities REIT plc is available on its
 website: www.specoppsreit.co.uk (http://www.specoppsreit.co.uk) .

 Important notice

 Terms used in this announcement but not otherwise defined shall bear the same
 meaning as given in the prospectus published by the Company on 29 May 2024.

 Numis Securities Limited ("Deutsche Numis"), which is 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 IPO and the other arrangements referred
 to in this announcement and will not regard any other person (whether or not a
 recipient of the document) as its client in relation to the IPO or the other
 arrangements referred to in this announcement and will not (subject to the
 responsibilities and liabilities imposed by the Financial Services and Markets
 Act 2000 (as amended and any statutory modification or re-enactment thereof
 for the time being in force) ("FSMA") or the regulatory regime established
 thereunder) be responsible to anyone other than the Company for providing the
 protections afforded to the clients of Deutsche Numis, nor for providing
 advice in connection with the IPO or the other arrangements referred to in
 this announcement.

 Apart from the responsibilities and liabilities, if any, which may be imposed
 on Deutsche Numis 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, Deutsche Numis does not accept any responsibility whatsoever
 and makes no representation or warranty, express or implied, as to the
 contents of this announcement, including its accuracy or completeness, or for
 any other statement made or purported to be made by it, or on its behalf, the
 Company or any other person in connection with the Company, the Ordinary
 Shares or the IPO and nothing contained in this announcement is or shall be
 relied upon as a promise or representation in this respect, whether as to the
 past or future. Deutsche Numis does not assume any responsibility for the
 accuracy, completeness or verification of this announcement 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 announcement or any such statement.

 This announcement is not an offer of securities for sale into the United
 States. The Ordinary Shares have not been and will not be registered under the
 United States 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, 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 , and under circumstances that would
 not result in the Company being in violation of the U.S. Investment Company
 Act of 1940, as amended. No public offering of securities is being made in the
 United States. This announcement is not for publication or distribution,
 directly or indirectly, in or into the United States of America.

 This announcement does not constitute an offer to sell, or the solicitation of
 an offer to acquire or subscribe for, 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 or Deutsche Numis. The offer and sale of Ordinary Shares has not been
 and will not be registered under the applicable securities laws of Canada,
 Japan, Australia or the Republic of South Africa. Subject to certain
 exemptions, the Ordinary Shares may not be offered to or sold within Canada,
 Japan, Australia or the Republic of South Africa or to any national, resident
 or citizen of Canada, Japan, Australia or the Republic of South Africa.
 Neither the Company nor Deutsche Numis, nor any of their respective
 representatives, is making any representation to any offeree or purchaser of
 the Ordinary Shares regarding the legality of an investment in the 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
 Ordinary Shares.

 

Further information on Special Opportunities REIT plc is available on its
website: www.specoppsreit.co.uk (http://www.specoppsreit.co.uk) .

Important notice

Terms used in this announcement but not otherwise defined shall bear the same
meaning as given in the prospectus published by the Company on 29 May 2024.

Numis Securities Limited ("Deutsche Numis"), which is 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 IPO and the other arrangements referred
to in this announcement and will not regard any other person (whether or not a
recipient of the document) as its client in relation to the IPO or the other
arrangements referred to in this announcement and will not (subject to the
responsibilities and liabilities imposed by the Financial Services and Markets
Act 2000 (as amended and any statutory modification or re-enactment thereof
for the time being in force) ("FSMA") or the regulatory regime established
thereunder) be responsible to anyone other than the Company for providing the
protections afforded to the clients of Deutsche Numis, nor for providing
advice in connection with the IPO or the other arrangements referred to in
this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Deutsche Numis 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, Deutsche Numis does not accept any responsibility whatsoever
and makes no representation or warranty, express or implied, as to the
contents of this announcement, including its accuracy or completeness, or for
any other statement made or purported to be made by it, or on its behalf, the
Company or any other person in connection with the Company, the Ordinary
Shares or the IPO and nothing contained in this announcement is or shall be
relied upon as a promise or representation in this respect, whether as to the
past or future. Deutsche Numis does not assume any responsibility for the
accuracy, completeness or verification of this announcement 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 announcement or any such statement.

This announcement is not an offer of securities for sale into the United
States. The Ordinary Shares have not been and will not be registered under the
United States 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, 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 , and under circumstances that would
not result in the Company being in violation of the U.S. Investment Company
Act of 1940, as amended. No public offering of securities is being made in the
United States. This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to acquire or subscribe for, 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 or Deutsche Numis. The offer and sale of Ordinary Shares has not been
and will not be registered under the applicable securities laws of Canada,
Japan, Australia or the Republic of South Africa. Subject to certain
exemptions, the Ordinary Shares may not be offered to or sold within Canada,
Japan, Australia or the Republic of South Africa or to any national, resident
or citizen of Canada, Japan, Australia or the Republic of South Africa.
Neither the Company nor Deutsche Numis, nor any of their respective
representatives, is making any representation to any offeree or purchaser of
the Ordinary Shares regarding the legality of an investment in the 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
Ordinary Shares.

 

 

 

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