NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM), AUSTRALIA, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus and not an offer of securities for sale in any jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus published on 1 March 2019 (the "Prospectus") and the supplementary prospectus published on 11 July 2019. A copy of the Prospectus is available from the Company's website (www.aewukreit.com/investors), subject to applicable securities laws, and at its registered office at 6th Floor, 65 Gresham Street, London, EC2V 7NQ and at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU.

19 February 2020

AEW UK REIT Plc (the "Company")

Placing under Placing Programme

The Company today announces its intention to raise new capital under the Company's placing programme (the "Placing Programme") as detailed in the Company's Prospectus dated 1 March 2019.

Background 

The Company's investment objective is to deliver an attractive total return to Shareholders from investing predominantly in a portfolio of smaller commercial properties in the United Kingdom. The Company, as at 15 January 2020, directly owns a diversified portfolio of 35 regional UK commercial property assets with a particular focus on industrial assets.

The Company has paid a dividend of 8 pence per share since inception which is fully covered by portfolio yield. AEW UK Investment Management LLP (the "Investment Manager") employs an active management strategy which seeks to enhance values through rental uplift and other strategic opportunities. The fair value independent valuation of its property portfolio was £195.80 million and it had net assets of £147.38 million as at 31 December 2019 (unaudited).

Investment Opportunity

The Investment Manager, has a strong pipeline of potential investments matching the Company's investment policy and showing similar attractive income profiles and value add opportunities to the existing out-performing portfolio. This pipeline, on which due diligence and negotiations are progressing, totals c. £100 million the majority being in the industrial sector and focused on locations exhibiting low levels of competing supply and assets with low levels of passing rent.  The Company achieved total returns of 8.54 per cent. from similar assets held over the 12 months to 31 December 2019. Net proceeds raised under the Placing are expected to be deployed within approximately three to six months of Admission.

Proposed Placing under the Placing Programme

The Company is seeking to raise up to £20 million via a placing (the "Placing") of new ordinary shares of 1 pence each (the "New Shares") at a proposed placing price of 97 pence per share (the "Proposed Placing Price").

The Proposed Placing Price represents a 1.85 per cent. premium to the last reported (unaudited) Net Asset Value per Ordinary Share of the Company as at 31 December 2019 (the "NAV") adjusted for dividend declared on 16 January 2020 which went ex-dividend on 23 January 2020.

The proposed Placing will take place through the Company's broker, Liberum Capital Limited ("Liberum").

The Placing shall commence immediately following the release of this announcement and is expected to close at 4.00 p.m. (London time) on 25 February 2020, but may be closed earlier or later at the discretion of the Company and Liberum.  The final number of New Shares will be agreed between the Company and Liberum following close of the Placing, and announced shortly thereafter. The Placing size may be increased or decreased at the Company's discretion.

Liberum may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as the Company and Liberum may determine. Liberum may also, notwithstanding the above and subject to the prior consent of the Company: (i) allocate New Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate New Shares after the book-build has closed to any person submitting a bid after that time.  The Company's Board, in consultation with Liberum, may also decide not to proceed with the Placing for any reason. In this case, an announcement will be made by the Company. 

Applications will be made to the London Stock Exchange for the New Shares to be to be admitted to listing on the premium segment of the Official List and to trading on the Main Market ("Admission"). It is expected that Admission will become effective on or around 28 February 2020 and that dealings in the New Shares will commence at that time.

The Placing is being made pursuant to the terms and conditions set out in Part 11 of the Prospectus. Investors are invited to apply for New Shares pursuant to the Placing by contacting their usual contact at Liberum.

Dividend

On 16 January 2020, the Company declared a dividend for the quarter ending 31 December 2019 which went ex on 23 January 2020 and which is expected to be paid on 28 February 2020. Investors subscribing for shares under the Placing will not qualify for that dividend but shall rank pari passu for the next quarter's declared dividend.

Expected Timetable for the Placing

Each of the times and dates set out below and mentioned elsewhere in this document may be adjusted by the Company, in which event details of the new times and dates will be announced via a Regulatory Information Service. References to a time of day are to London time.

A copy of the Prospectus is available for inspection at: www.morningstar.co.uk/uk/nsm as well as on the Company's website: https://www.aewukreit.com/.

Terms used but not defined in this announcement shall have the meanings given to such terms in the Prospectus.

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.

Past performance is not necessarily a reliable indicator of future results. Returns are target returns only and there can be no guarantee that such returns will be achieved. The market value of shares and income from them 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.

Enquiries
 

About AEW UK REIT

AEW UK REIT plc (LSE: AEWU) aims to deliver an attractive total return to shareholders by investing predominantly in smaller commercial properties (typically less than £15 million), on shorter occupational leases in strong commercial locations across the United Kingdom. The Company was listed on the Official List of the UK Listing Authority and admitted to trading on the Main Market of the London Stock Exchange on 12 May 2015, raising £100.5m. Since IPO it has raised a further £51m.

The Company is currently invested in office, retail, industrial and leisure assets, with a focus on active asset management, repositioning the properties and improving the quality of the income stream.

AEWU is currently paying an annualised dividend of 8p per share.

www.aewukreit.com 

About AEW UK Investment Management LLP

AEW UK Investment Management LLP employs a well-resourced team comprising 26 individuals covering investment, asset management, operations and strategy. It is part of AEW Group, one of the world's largest real estate managers, with €70.2bn of assets under management as at 30 September 2019. AEW Group comprises AEW SA and AEW Capital Management L.P., a U.S. registered investment manager and their respective subsidiaries. In Europe, as at 30 September 2019, AEW Group managed €32.3bn of real estate assets on behalf of a number of funds and separate accounts with over 400 staff located in 9 offices. The Investment Manager is a 50:50 joint venture between the principals of the Investment Manager and AEW. In May 2019, AEW UK Investment Management LLP was awarded Property Manager of the Year at the Pensions and Investment Provider Awards.

www.aewuk.co.uk

LEI:  21380073LDXHV2LP5K50

Important Notice

This announcement is not intended to be investment advice. 

Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by Liberum Capital Limited who are " investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc." falling within Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.

The Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the European Union, other than to "qualified investors" within the meaning of the law in the relevant Member State implementing Article 2(e) of the Prospectus Regulation and/or to persons to whom the Ordinary Shares may lawfully be marketed under the Alternative Investment Fund Managers Directive or under the applicable implementing legislation (if any) of that relevant Member State.

All offers of Ordinary Shares will be made pursuant to the Prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. It is also subject to change. Before subscribing for any Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Prospectus. The value of the Ordinary Shares 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. The price and value of securities can go down as well as up, and investors may get back less than they invested or nothing at all. Potential investors should consult an independent financial advisor as to the suitability of the securities referred to in this advertisement for the person concerned.

Neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions), any member state of the European Economic Area (other than the United Kingdom), Australia, Canada, South Africa, Japan or to any person in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The offer of Ordinary Shares pursuant to the Placing (the "Offer") and the distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction, including the United States, Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to US persons unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. There will be no public offer of the securities in the United States. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, South Africa or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada, South Africa or Japan or to any national, resident or citizen of Australia, Canada, South Africa or Japan.

This announcement contains statements that are, or may be deemed to be, "forward‐looking statements". These forward‐looking statements may be identified by the use of forward‐looking terminology, including the terms "believes", "expects", "anticipates", "intends", "plans", "estimates", "aim", "forecast", "projects", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward‐looking statements may and often do differ materially from actual results. The forward‐looking statements reflect the Company's and the Investment Manager's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth, strategies and the industry in which the Company operates. The forward‐looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. Forward‐looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by the Company, the Investment Manager, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially from those projected in the forward‐looking statements. As a result, investors are cautioned not to place undue reliance on such forward‐looking statements. Forward‐looking statements speak only as of their date and the Company, the Investment Manager, Liberum and any of such person's respective directors, officers, employees, agents, affiliates or advisors expressly disclaim any obligation to supplement, amend, update or revise any of the forward‐looking statements made herein, except where it would be required to do so under applicable law. It is up to the recipient of this announcement to make its own assessment as to the validity of such forward‐looking statements and assumptions. No statement in this announcement is intended as a profit forecast or a profit estimate.

The timetable, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Offer will proceed and you should not base your financial decisions on the Company's intentions in relation to the Offer. This announcement does not constitute a recommendation concerning the Offer.   The Company is not regulated by the FCA and FCA protection does not apply to the Offer.

Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for the Company and no one else in connection with the matters described in this announcement. Liberum will not regard any other person (whether or not a recipient of this document) as a client in relation thereto and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Offer, the contents of this announcement or any transaction or arrangement or other matter referred to herein.

In connection with the Offer, Liberum and any of its affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being offered, subscribed, issued, acquired, sold, placed or otherwise dealt in should be read as including any offer, subscription, issue, sale, acquisition, placing or dealing in the Ordinary Shares by Liberum and any of its affiliates acting as investors for their own accounts. In addition, Liberum or its affiliates may enter into financing arrangements and swaps in connection with which it or its affiliates may from time to time acquire, hold or dispose of Ordinary Shares. Neither Liberum nor any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Apart from the responsibilities and liabilities, if any, which may be imposed on Liberum by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Liberum nor any of its affiliates, directors, officers, employees, advisors or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information contained in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

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 Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of investors who meet the criteria 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 Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the 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 Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Liberum will 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 Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Ordinary Shares and determining appropriate distribution channels.