REG - First Property Group - Open Offer at 8p per share to raise £2.96 million
03/09/2024 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240903:nRSC6181Ca&default-theme=true
RNS Number : 6181C First Property Group PLC 03 September 2024
Date: 3 September 2024
On behalf of: First Property Group plc ("First Property", the "Company" or the "Group")
Embargoed: 07.00am
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND FOR INFORMATION PURPOSES ONLY AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, AND
DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN, INTO OR FROM THE
UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION,
DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN FIRST PROPERTY GROUP PLC OR ANY OTHER ENTITY IN ANY
JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION,
SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT
DECISION IN RESPECT OF FIRST PROPERTY GROUP PLC.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC UK
LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
First Property Group plc
Open Offer at 8p per Open Offer Share to raise £2.96 million
First Property Group plc (AIM: FPO), the property fund manager and investor,
announces an Open Offer to raise £2.96 million (before expenses) through the
issue of 36,960,777 Open Offer Shares at 8p per Open Offer Share.
Under the Open Offer, all Qualifying Shareholders are entitled to subscribe
for Open Offer Shares at the Issue Price on the basis of 1 Open Offer Share
for every 3 Ordinary Shares held on the Record Date.
The Open Offer is underwritten by Alasdair Locke and Ben Habib (the
"Underwriters"), both of whom are Directors of the Company and currently hold
7.91 per cent and 13.55 per cent of the Company's issued shares respectively.
The Underwriters have agreed to subscribe, at the Issue Price, in addition to
their own Open Offer Entitlements for any Open Offer Shares not otherwise
taken up by Qualifying Shareholders pursuant to the Open Offer (up to the
Maximum Amount). The Underwriters are not being paid an underwriting fee for
providing their respective underwriting commitments.
Consequently, the gross proceeds of the Open Offer are expected to be £2.96
million. The net proceeds from the Open Offer (expected to be £2.82 million)
will provide the Company with additional working capital to, inter alia,
settle the deferred consideration payment due on the Blue Tower property and
to complete fit-out works on Blue Tower following the signing of a new lease
at the property, as announced on 25 July 2024.
The Issue Price of 8p per Open Offer Share represents a discount of
approximately 52.4 per cent to the closing middle market price of 16.8p for
each Ordinary Share on 2 September 2024 (the latest practicable date prior to
this announcement).
The Open Offer is only conditional upon the admission of the Open Offer Shares
to trading on AIM. It is expected that Admission will become effective and
dealings in the Open Offer Shares will commence on 23 September 2024.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission. The Open Offer Shares will be issued pursuant to the authority
granted to the directors at the Annual General Meeting of the Company held on
27 September 2023.
The Open Offer is open for acceptance from now until 18 September 2024.
Details of the Open Offer will be set out in a circular to be sent to
shareholders later today. The Circular sets out the reasons for and further
details of the Open Offer, including its terms and conditions.
Key extracts from the Circular are set out further below in the Appendix.
A copy of the circular is available on the Group's website at www.fprop.com
(http://www.fprop.com)
Related party transaction
Ben Habib and Alasdair Locke are both directors of the Company and Ben Habib
is also a substantial shareholder in the Company and therefore their entering
into the Underwriting Agreement with the Company is deemed to be a transaction
with a related party under the AIM Rules. Ben Habib and Alasdair Locke have
agreed to subscribe in cash at the Issue Price for their Open Offer
Entitlements in full, being in aggregate 7,933,996 Open Offer Shares, and they
have also agreed to underwrite the Open Offer by subscribing for 50 per cent.
each of the Underwritten Shares, being all of the Open Offer Shares not taken
up by Qualifying Shareholders under the Open Offer capped at the Maximum
Amount.
The Independent Directors, being Peter Moon and Laura James, having consulted
with the Company's Nominated Adviser, Allenby Capital Limited, consider that
the terms of Underwriting Agreement are fair and reasonable insofar as
Shareholders are concerned.
Additional update re the Group's investment in Fprop Opportunities plc ("FOP")
The Company is also pleased to announce the conditional agreement of terms by
FOP to sell the shopping centre it owns in Ostrowiec. The Group has an
interest of 45.7% in FOP. The sale is at an early stage and remains subject to
certain conditions. A further announcement will be made if and when the
property is sold.
For further information please contact:
First Property Group plc Tel: +44 (20) 7340 0270
Ben Habib (Chief Executive Officer) investor.relations@fprop.com (mailto:investor.relations@fprop.com)
Laura James (Group Finance Director)
Jeremy Barkes (Director, Business Development)
Jill Aubrey (Director, Compliance & Company Secretary)
Allenby Capital (Nominated Adviser & Broker) Tel: + 44 (20) 3328 5656
Nick Naylor/ Daniel Dearden-Williams (Corporate Finance)
Amrit Nahal / Tony Quirke (Sales and Corporate Broking))
Expected timetable of principal events
Record Date and time for the Open Offer 6.00 p.m. on 29 August 2024
Announcement of the Open Offer 3 September 2024
Ex-entitlement date of the Open Offer 3 September 2024
Posting of Circular and Application Forms 3 September 2024
Open Offer Entitlements credited to Qualifying CREST Shareholders' stock 4 September 2024
accounts in CREST
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 pm on 12 September 2024
from CREST
Latest time for depositing Open Offer Entitlements into CREST 3.00 pm on 13 September 2024
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 pm on 16 September 2024
market claims)
Latest time and date for receipt of completed Application Forms and payment in 11.00 am on 18 September 2024
full under the Open Offer or settlement of relevant CREST instruction (as
appropriate)
Announcement of result of Open Offer 18 September 2024
Admission and commencement of dealings in the Open Offer Shares 8.00 a.m. on 23 September 2024
Expected date for crediting of Open Offer Shares to CREST stock accounts in 23 September 2024
uncertificated form
Despatch of share certificates in respect of Open Offer Shares in certificated By 7 October 2024
form
Notes:
1.All time references in this document are to London, UK time.
2.These dates are given on the basis of the Board's current expectations and
are subject to change. If any of the above times and/or dates change, the
revised times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service and will be available on the Group's
website at www.fprop.com.
Principal statistics of the Open Offer
KEY STATISTICS
Number of Existing Ordinary Shares in issue at the date of this document 110,882,332
(excluding shares held in treasury by the Company)
Issue Price for each Open Offer Share 8p
OPEN OFFER STATISTICS
Number of Open Offer Shares to be issued pursuant to the Open Offer 36,960,777
Open Offer Shares as a percentage of the Existing Ordinary Shares 33.3%
Enlarged Share Capital immediately following completion of the Open Offer 147,843,109
Open Offer Shares as a percentage of Enlarged Share Capital* 25.0%
Approximate estimated gross proceeds of the Open Offer £2,956,862
Approximate estimated net proceeds of the Open Offer to be received by the £2,821,015
Company
Approximate market capitalisation of the Company at Issue Price immediately £11,827,449
upon Admission taking place*
ISIN - Ordinary Shares GB0004109889
ISIN - Open Offer Entitlements GB00BLD9D893
AIM Symbol FPO
Notes:
*Assuming no further issue of Ordinary Shares prior to the issue of the Open
Offer Shares
Please refer to the Appendix below for further information.
Appendix
The following is an extract from the letter from the Chairman set out in the
Circular, substantially in the same form.
1. INTRODUCTION
The Group announced today its intention to raise approximately £2.96 million,
before expenses, through the Open Offer.
With its experienced Directors, management and staff, the Group is well
positioned going forward to take advantage of investment opportunities that
may arise.
The purpose of the Open Offer is to:
• provide the Group with additional resources to fund
investment opportunities;
• to part settle the deferred consideration payment due
on the Blue Tower property, located in Warsaw;
• to fund its on-going working capital requirements; and
• to fund capital expenditure incentives granted to
tenants as the Group continues to lease the remaining vacant space in its
portfolio.
Under the Open Offer, all Qualifying Shareholders have an opportunity to
subscribe for Open Offer Shares at the Issue Price by subscribing for their
respective Open Offer Entitlements which have been calculated on a pro rata
basis to their holding of Existing Ordinary Shares on the Record Date. I the
Group's Chairman and the Group's Chief Executive, Ben Habib, have agreed to
subscribe, at the Issue Price, in addition to our own Open Offer Entitlements
for any Open Offer Shares not otherwise taken up by Qualifying Shareholders
pursuant to the Open Offer (up to the Maximum Amount) as explained further in
paragraph 5 below.
The Open Offer is conditional upon admission of the Open Offer Shares to
trading on AIM becoming effective on or before 08.00 a.m. on 23 September 2024
(or such later date and/or time as the Company may decide, being no later than
08.00 a.m. on 7 October 2024).
It is expected that Admission will become effective and dealings in the Open
Offer Shares will commence on AIM on 23 September 2024. The Open Offer Shares
will, when issued and fully paid, rank pari passu in all respects with the
Existing Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of Admission.
2. BACKGROUND TO FIRST PROPERTY GROUP PLC
First Property Group plc is an award-winning property fund manager and
investor with operations in the United Kingdom and Central Europe. Its focus
is on higher yielding commercial property with sustainable cash flows.
The Group has two primary business areas:
1. Fund management - the Group's FCA regulated and AIFMD
approved subsidiary, First Property Asset Management Ltd ("FPAM"), earns fees
from investing on behalf of third parties in property. FPAM currently manages
12 funds which are invested across the United Kingdom, Poland and Romania.
2. Group properties - these are principal investments by the
Group to earn a return on its own capital, usually in partnership with third
parties. Investments comprise seven directly owned properties in Poland and
Romania and non-controlling interests in nine of the 12 funds managed by FPAM.
3. BACKGROUND TO AND REASONS FOR THE OPEN OFFER AND USE OF
PROCEEDS
As reported in the Group's Annual Report for the year ended 31 March 2024, the
Group has net assets at book value (excluding non-controlling interests) of
£39 million, however the Group's ability to grow has been constrained in
recent years by adverse regulatory and market changes.
The combination of higher interest rates in the US attracting capital out of
other markets (including Poland), higher interest rates generally putting
pressure on property values and availability of bank debt, weaker economies
and a burdensome regulatory environment with the drive to Net Zero has
resulted in reduced occupancy demand, higher capital investment requirements,
reduced values and a decline in institutional investors' interest in making
property investments.
As a result, the capital values of the Group's properties have been under
pressure and leasing activity has not been as strong as the Board would have
hoped and expected. Nevertheless, the Group is managing the situation and once
US interest rates begin to ease the Board expects to see a recovery in the UK
and European property sector.
The Group will use part of the net proceeds of the Open Offer to settle the
deferred consideration payment due on the Blue Tower property, located in
Warsaw, as well as funding capital expenditure incentives for tenants as the
Group continues to lease the remaining vacant space in its portfolio.
As announced on 25 July 2024, progress has been made by the Group at its Blue
Tower property in Warsaw, following its entering into a 15-year lease with TV
Republica for 3,100 square metres in the building. In total, this new lease
will generate c.€935,000 (£800,000) per year for the Group. The total cost
of the fit-out for this new lease is estimated to be €1.80 million (£1.54
million) which is to be borne by the Group.
Accordingly, the Board believes that a cash injection is necessary to enable
the Group to take advantage of this new investment environment. The Open Offer
is expected to raise gross proceeds of approximately £2.96 million to support
the immediate working capital requirements of the Group and provide capital
for any new opportunities that may arise in the current challenging property
market.
In addition to the above, the Group is moving towards property trading on its
own behalf and/or in conjunction with high-net-worth individuals/family
offices and alternative investors (such as charities, pension schemes and
investors in property assets). The proceeds of the Open Offer will strengthen
the Group's ability to move quickly should the right opportunities present
themselves, without the need to rely on institutional money or debt
financing.
The Board has considered various options to address the need for an injection
of new capital and concluded that an equity fundraising is the optimal
solution, acknowledging that at the Issue Price, any placing with third
parties would be significantly dilutive to Existing Shareholders. The Board
also acknowledges that with the ever-increasing regulatory capital adequacy
burden and Environmental, Social, Governance (ESG) targets imposed on
institutions, it has become difficult for institutions to invest in
commercial property strategies. Debt markets are expensive with high-interest
rate margins, low loan to values being offered and increasingly onerous
covenants being required by lenders.
Accordingly, the Board is undertaking the Open Offer to allow its supportive
Existing Shareholders (who are also Qualifying Shareholders) the opportunity
to participate in the Open Offer and minimise the dilution of their
shareholding as a result of the Open Offer.
4. PRINCIPAL TERMS OF THE OPEN OFFER
Open Offer
Subject to the fulfilment of the conditions set out below, Qualifying
Shareholders may subscribe for Open Offer Shares in proportion to their
holding of Existing Ordinary Shares held on the Record Date.
The Open Offer is conditional on Admission of the Open Offer Shares becoming
effective on or before
8.00 a.m. on 23 September 2024 (or such later date and/or time as the Company
may agree, being no later than 7 October 2024).
If this condition to the Open Offer is not satisfied, the Open Offer will
lapse and will not proceed and any applications made by Qualifying
Shareholders will be rejected. In these circumstances, application monies
received by the Receiving Agent in respect of Open Offer Shares will be
returned (at the Applicant's sole risk), without payment of interest, as soon
as reasonably practicable thereafter. Lapsing of the Open Offer cannot occur
after dealings in the Open Offer Shares on AIM have begun.
Under the Open Offer, 36,960,777 Open Offer Shares will be made available to
Qualifying Shareholders at the Issue Price pro rata to their holdings of
Existing Ordinary Shares, on the terms and subject to the conditions of the
Open Offer on the basis of:
1 Open Offer Share for every 3 Existing Ordinary Shares held at the Record
Date
Open Offer Entitlements will be rounded down to the nearest whole number of
Ordinary Shares.
There is no excess application facility in respect of the Open Offer.
The Open Offer Shares will, when issued and fully paid, rank pari passu in all
respects with the Existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid after the date of
Admission of the Open Offer Shares.
The Open Offer is being underwritten by myself and Ben Habib, the Group Chief
Executive, each subscribing for 50 per cent. each of the Underwritten Shares
on the terms of the Underwriting Agreement. No commission or fees are being
paid to us by the Company for the Underwriting.
Qualifying Shareholders should note that the Open Offer is not a "rights
issue". Invitations to apply under the Open Offer are not transferable unless
to satisfy bona fide market claims. Qualifying non-CREST Shareholders should
be aware that the Application Form is not a negotiable document and cannot be
traded. Qualifying Shareholders should also be aware that in the Open Offer,
unlike in a rights issue, any Open Offer Shares not applied for pursuant to
the Open Offer will not be sold in the market nor will they be placed for the
benefit of Qualifying Shareholders who do not apply for Open Offer Shares
under the Open Offer.
Overseas Shareholders
The attention of Overseas Shareholders is drawn to the information which
appears in paragraph 5 of Part 3 of this document. This document does not
constitute an offer to sell or the solicitation of an offer to purchase
securities in any jurisdiction in which it may be unlawful to do so, and, in
those circumstances, this document must be treated as sent for information
only and should not be copied or redistributed. Any Overseas Shareholders
should consult their professional advisers as to whether they require any
governmental or other consents or need to observe any other formalities to
enable them to receive this document. This document has been prepared to
comply with English law, and the information disclosed may not be the same as
that which could have been disclosed if this document had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.
Qualifying non-CREST Shareholders
If you are a Qualifying non-CREST Shareholder you will receive an Application
Form, which accompanies this document and which gives details of your Open
Offer Entitlement (as shown by the number of the Open Offer Shares allocated
to you). If you wish to apply for Open Offer Shares under the Open Offer you
should complete the accompanying Application Form in accordance with the
procedure for application set out in paragraph 1 of Part 3 of this document
and on the Application Form itself. The completed Application Form and payment
in full, should be returned by post or by hand (during normal business hours
only) to the Receiving Agent, Link Group, Corporate Actions, Central Square,
29 Wellington Street, Leeds, LS1 4DL (who will act as Receiving Agent in
relation to the Open Offer) so as to arrive as soon as possible and in any
event no later than 11.00 a.m. on 18 September 2024.
Qualifying CREST Shareholders
Application will be made for the Open Offer Entitlements of Qualifying CREST
Shareholders to be credited to stock accounts in CREST. It is expected that
the Open Offer Entitlements will be credited to stock accounts in CREST on 4
September 2024. Applications through the CREST system may only be made by the
Qualifying CREST Shareholder originally entitled or by a person entitled by
virtue of a bona fide market claim. If you are a Qualifying CREST
Shareholder, no Application Form is enclosed but you will receive credits to
your appropriate stock account in CREST in respect of your Open Offer
Entitlements. You should refer to the procedure for application set out in
paragraph 2 of Part 3 of this document. The relevant CREST instruction must
have settled by no later than 3.00 pm on 13 September 2024.
5. UNDERWRITING AGREEMENT
Subject to the terms and conditions of the Underwriting Agreement, Ben Habib,
the Group Chief Executive, and I, the Group Chairman, have agreed to subscribe
in cash at the Issue Price for our respective Open Offer Entitlements and for
50 per cent. each of the Underwritten Shares (being all of the Open Offer
Shares which remain unsubscribed by Qualifying Shareholders pursuant to the
Open Offer up to the Maximum Amount).
The Underwriters respective obligations under the Underwriting Agreement are
subject to certain conditions, including:
i. the dispatch of this document to Shareholders (other than those who
the Company determines are not entitled to receive copies); and
ii. Admission.
Immediately following completion of the Open Offer, and if no Open Offer
Shares are taken up by Qualifying Shareholders under the Open Offer and were
subscribed for pursuant to the Underwriting Agreement (i) Ben Habib would hold
33,510,388 Ordinary Shares which equates to approximately 22.67 per cent. of
the Enlarged Share Capital, and (ii) I would hold 27,252,379 Ordinary Shares
which equates to approximately 18.43 per cent. of the Enlarged Share Capital.
Related Party Transactions
Ben Habib and I are both directors of the Company and Ben Habib is also a
substantial shareholder in the Company and therefore our entering into the
Underwriting Agreement with the Company is deemed to be a transaction with a
related party under the AIM Rules. Ben Habib and I have agreed to subscribe in
cash at the Issue Price for our Open Offer Entitlements in full, being in
aggregate 7,933,996 Open Offer Shares, and we have also agreed to underwrite
the Open Offer by subscribing for 50 per cent. each of the Underwritten
Shares, being all of the Open Offer Shares not taken up by Qualifying
Shareholders under the Open Offer up to the Maximum Amount.
The Independent Directors, being Peter Moon and Laura James, having consulted
with the Company's Nominated Adviser, Allenby Capital Limited, consider that
the terms of Underwriting Agreement are fair and reasonable insofar as
Shareholders are concerned.
6. ACTION TO BE TAKEN
In respect of the Open Offer
Qualifying non-CREST Shareholders wishing to apply for Open Offer Shares must
complete the enclosed Application Form in accordance with the instructions set
out in paragraph 1 of Part 3 of this document and on the accompanying
Application Form. The completed Application Form and payment in full, should
be returned by post or by hand (during normal business hours only) to the
Receiving Agent, Link Group, Corporate Actions, Central Square, 29 Wellington
Street, Leeds, LS1 4DL (who will act as Receiving Agent in relation to the
Open Offer) so as to arrive as soon as possible and in any event no later than
11.00 a.m. on 18 September 2024.
If you do not wish to apply for any Open Offer Shares under the Open Offer,
you should not complete or return the Application Form.
If you are a Qualifying CREST Shareholder, no Application Form will be sent to
you. Qualifying CREST Shareholders will have Open Offer Entitlements credited
to their stock accounts in CREST. You should refer to the procedure for
application set out in paragraph 2 of Part 3 of this document. The relevant
CREST instructions must have settled in accordance with the instructions in
paragraph 2 of Part 3 of this document by no later than 11.00 a.m. on 18
September 2024.
Qualifying CREST Shareholders who are CREST sponsored members should refer to
their CREST sponsors regarding the action to be taken in connection with this
document and the Open Offer.
7. TAXATION
Shareholders who are in any doubt as to their tax position, or who are subject
to tax in any other jurisdiction, should consult their professional adviser as
soon as possible.
8. BOARD INTENTIONS
The Board believe that the Open Offer is in the best interests of the Company
and its Shareholders. The Board intend to subscribe for their Open Offer
Entitlements in full, which comprise:
Director** Number of Open Offer Shares intended to be subscribed for
Alasdair Locke (Non-Executive Chairman) 2,923,996*
Peter Moon (Non-Executive Director) 165,601
Ben Habib (Group Chief Executive) 5,010,000*
* excluding any shares to be taken up as part of the Underwriting
** Laura James (Group Finance Director) is not a shareholder in the Company so
has no Open Offer Entitlement
DEFINITIONS
Defined terms used in this document shall have the meanings set out below:
Admission admission of the Open Offer Shares to trading on AIM becoming effective in
accordance with the AIM Rules
AIM the AIM market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange from
time to time
Allenby Capital Allenby Capital Limited, the Company's broker and nominated adviser
Applicant means a Qualifying Shareholder or a person entitled by virtue of a bona fide
market claim who lodges an Application Form under the Open Offer
Application Form means the application form which accompanies this document for Qualifying
non-CREST Shareholders for use in connection with the Open Offer
Articles the articles of association of the Company, as amended from time to time
Board or Directors the directors of the Company whose names are set out on page 6 of this
document
Business Day a day (other than a Saturday, Sunday or public holiday) when banks are usually
open for business in London
certificated or in certificated form in relation to a share or other security, a share or other security that is
not in uncertificated form, that is not in CREST
CCSS means the CREST Courier and Sorting Service, established by Euroclear to
facilitate, inter alia, the deposit and withdrawal of certificated securities
Company First Property Group plc, a company incorporated and registered in England and
Wales with registered number 02967020
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in the CREST Regulations)
CREST Manual the rules governing the operation of CREST, as published by Euroclear
CREST member a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations)
CREST participant a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
CREST payment shall have the meaning given in the CREST Manual
CREST Regulations the Uncertificated Securities Regulations 2001 (SI 2001 No. 3775), as amended
CREST sponsor a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as a sponsored member (which includes all
CREST Personal Members)
enabled for settlement means in relation to Open Offer Entitlements, enabled for the limited purpose
of settlement of claim transactions and unmatched stock event transactions
(each as described in the CREST Manual)
Enlarged Share Capital the issued share capital of the Company following Admission, as enlarged by
the Open Offer Shares
Euroclear Euroclear UK & International Limited, the operator of CREST
Existing Ordinary Shares the 110,882,332 Ordinary Shares in issue at the date of this document
(excluding shares held in treasury by the Company)
FCA the Financial Conduct Authority
FSMA the Financial Services and Markets Act 2000, as amended
Group the Company and its Subsidiaries
ISIN International Securities Identification Number
Issue Price 8 pence per Open Offer Share
Independent Directors the directors independent of the Open Offer for the purposes of the AIM Rules,
being Peter Moon and Laura James
London Stock Exchange London Stock Exchange plc
Maximum Amount means in respect of each Underwriter, such number of Open Offer Shares that
when aggregated with his Existing Ordinary Shares and his Open Offer
Entitlements, shall not increase his legal and beneficial holding of Ordinary
Shares above 29.9 per cent. of the enlarged share capital of the Company
member account ID means the identification code or number attached to any member account in
CREST
Open Offer means the invitation to Qualifying Shareholders to subscribe for Open Offer
Shares at the Issue Price on the terms and subject to the conditions set out
or referred to in Part 3 of this document and, where relevant, in the
Application Form
Open Offer Entitlements means the pro rata entitlements for Qualifying Shareholders to subscribe for
Open Offer Shares by reference to the number of Existing Ordinary Shares
held by them, pursuant to the Open Offer as described in Part 3 of this
document
Open Offer Restricted Jurisdiction means the United States, Canada, Australia, Japan, New Zealand, the Republic
of South Africa, the Republic of Ireland and any other jurisdiction where the
extension or availability of the Open Offer (and any other transaction
contemplated thereby) would breach any applicable law or regulation
Open Offer Shares means the 36,960,777 new Ordinary Shares for which Qualifying Shareholders are
being invited to apply under the terms of the Open Offer
Ordinary Shares ordinary shares of 1 pence each in the capital of the Company
Overseas Shareholders means Shareholders who are resident in, or who are citizens of, or who have
registered addresses in, territories other than the United Kingdom
participant ID means the identification code or membership number used in CREST
to identify a particular CREST member or other CREST participant
Qualifying CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of members
of the Company at the close of business on the Record Date are in
uncertificated form
Qualifying non-CREST Shareholders means Qualifying Shareholders whose Ordinary Shares on the register of members
of the Company at the close of business on the Record Date are in certificated
form
Qualifying Shareholders means holders of Ordinary Shares on the Company's register of members at the
Record Date (other than certain Overseas Shareholders)
Receiving Agent Link Group, in its capacity as receiving agent in respect of the Open Offer
Record Date 29(th) August 2024
Securities Act means the United States Securities Act of 1933, as amended
Shareholders holders of Ordinary Shares
stock account means an account within a member account in CREST to which a holding of a
particular share or other security in CREST is credited
Subsidiary has the meaning given in section 1159 of the Companies Act 2006
UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland
uncertificated or in uncertificated form a share or other security recorded on the relevant register of the share or
security concerned 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
Underwriters together, Ben Habib and Alasdair Locke
Underwriting the underwriting of the Open Offer by the Underwriters pursuant to the terms
of the Underwriting Agreement
Underwriting Agreement the underwriting agreement dated 3 September 2024 made between Ben Habib,
Alasdair Locke and the Company
Underwritten Shares all the Open Offer Shares at the Issue Price which are not taken up by
Qualifying Shareholders pursuant to their Open Offer Entitlements, up to the
Maximum Amount
United States or US means the United States of America, its territories and possessions and any
state of the United States and the District of Columbia
USE unmatched stock event
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
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOEEAANAEFFLEAARecent news on First Property
See all newsREG - First Property Group - Director/PDMR Shareholding
AnnouncementREG - First Property Group - Result of AGM
AnnouncementREG - First Property Group - AGM Statement
AnnouncementREG - AIM - AIM Notice - 23/09/2024
AnnouncementREG - First Property Group - Director/PDMR Shareholding
Announcement