15 Jun - 8 min read
Results of Fully Underwritten Accelerated Bookbuild Offering to Fund Acquisition
Results of Fully Underwritten Accelerated Bookbuild Offering to Fund Acquisition Irongate Group (JSE: IAP) Comprising Irongate Property Fund I (IPF I, ARSN 162 067 736) and Irongate Property Fund II (ARSN 644 081 309), established in Australia and registered with ASIC as managed investment schemes Operated by Irongate Funds Management Limited (ACN 071 514 246; AFSL 290 909) (Responsible Entity) IPF I is registered as a foreign collective investment scheme in terms of the Collective Investment Schemes Control Act No.45 of 2002 ISIN: AU0000046005 (IAP or the Fund) SENS ANNOUNCEMENT 15 June 2021 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY,IN OR INTO THE UNITED STATES. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. SEE THE SECTION OF THIS ANNOUNCEMENT ENTITLED "OFFER RESTRICTIONS" FOR INFORMATION ON WHERE THIS ANNOUNCEMENT MAY BE DISTRIBUTED. Results of Fully Underwritten Accelerated Bookbuild Offering to Fund Acquisition Irongate Funds Management Limited as responsible entity of the Irongate Group(1) (IAP) is pleased to announce that it has successfully closed the fully underwritten accelerated bookbuild announced earlier today (Placement), Tuesday, 15 June 2021. The amount of equity raised was approximately A$50 million (approximately ZAR528 million(2)). 34,013,605 new fully paid ordinary stapled securities (New Securities) were placed pursuant to the Placement at an issue price of A$1.47 (equivalent to ZAR15.53(3)) per New Security. Subject to approval by the JSE Limited, listing and trading of the New Securities is expected to commence at 09h00 on Monday, 21 June 2021 (South African time). Johannesburg Investment Bank and Sponsor Investec Bank Limited Footnote: (1)Comprising Irongate Property Fund I and Irongate Property Fund II. (2)Based on an AUD/ZAR exchange rate of 1.0000/10.5663 as at 5.00pm New York close on Friday, 11 June 2021. (3)Based on an AUD/ZAR exchange rate of 1.0000/10.5663 as at 5.00pm New York close on Friday,11 June 2021. Important Information This announcement is not for release to US wire services or distribution in the United States, any other jurisdiction in which such release or distribution would be unlawful. This announcement is for information purposes only and shall not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in any jurisdiction. The Placement is not to be regarded as an offer or invitation to any person in the European Union any jurisdiction to the extent that any applicable legal requirement in such jurisdiction has not been complied with or it is for any reason illegal or unlawful to make such an offer or invitation in such jurisdiction. The securities offered in terms of the Placement have not been and will not be registered under the US Securities Act of 1933, and may not be offered or sold, directly or indirectly, in the United States, except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and any applicable US state securities laws. Neither this announcement nor the Placement constitutes or is intended to constitute an offer to the public in South Africa in terms of the Companies Act, No. 71 of 2008 (as amended). In South Africa, the invitation to apply for IAP stapled securities in terms of the Placement is only open to (i) persons who are acting as principal and who apply for IAP stapled securities at a minimum acquisition cost of ZAR 1,000,000, as contemplated in section 96(1)(b) of the South African Companies Act 71 of 2008 (as amended), or (ii) persons who comply with the requirements set out in section 96(1)(a) of the South African Companies Act 71 of 2008 (as amended). This announcement has been issued by and is the sole responsibility of the Responsible Entity. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Investec or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the stapled securities. No representation or warranty is made by the Responsible Entity or Investec in connection with the Placement, and any investment decision to buy stapled securities in terms of the Placement must be made solely on the basis of publicly available information which has not been independently verified by Investec. Offer Restrictions This announcement does not constitute an offer of stapled securities in terms of the Placement in any jurisdiction in which it would be unlawful. In particular, this announcement may not be distributed to any person, and the stapled securities offered in terms of the Placement may not be offered or sold, in any country except to the extent permitted below. Guernsey This announcement may only be made available to, and the IAP stapled securities may only be offered or sold, in or from within the Bailiwick of Guernsey either (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (the "POI Law"); or (ii) to persons licensed under the POI Law, the Insurance Business (Bailiwick of Guernsey) Law, 2002, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Managers and Insurance Intermediaries (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Businesses and Company Directors (Bailiwick of Guernsey) Law, 2000. Hong Kong WARNING: This announcement has not been, and will not be, authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of Hong Kong (the SFO). No action has been taken in Hong Kong to authorise this announcement or to permit the distribution of this announcement or any documents issued in connection with the Placement. Accordingly, the IAP stapled securities have not been and will not be offered or sold in Hong Kong other than to “professional investors" (as defined in the SFO). No advertisement, invitation or document relating to the IAP stapled securities has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the IAP stapled securities which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors as defined in the SFO and any rules made under that ordinance. The contents of this announcement have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt about any contents of this announcement, you should obtain independent professional advice. New Zealand This announcement has not been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the FMC Act). The IAP stapled securities are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who: - is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; - meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; - is large within the meaning of clause 39 of Schedule 1 of the FMC Act; - is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or - is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act. Singapore This announcement has not been registered as a prospectus with the Monetary Authority of Singapore (MAS) and, accordingly, statutory liability under the Securities and Futures Act, Chapter 289 (the SFA) in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you. IAP is not a collective investment scheme authorised under Section 286 of the SFA or recognised by the MAS under Section 287 of the SFA and the IAP stapled securities are not allowed to be offered to the retail public. This announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the IAP stapled securities may not be circulated or distributed, nor may the IAP stapled securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore except to "institutional investors" (as defined in the SFA), or otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. This announcement has been given to you on the basis that you are an "institutional investor" (as defined under the SFA). In the event that you are not an institutional investor, please return this announcement immediately. You may not forward or circulate this announcement to any other person in Singapore. Any offer is not made to you with a view to the IAP stapled securities being subsequently offered for sale to any other party. You are advised to acquaint yourself with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. South Africa This announcement does not, nor is it intended to, constitute a prospectus prepared and registered under the South African Companies Act No. 71 of 2008 (as amended) and may not be distributed to the public in South Africa. An entity or institution resident in South Africa may not implement participation in the offer unless (i) permitted under the South African Exchange Control Regulations or (ii) a specific approval has been obtained from an authorised foreign exchange dealer in South Africa or the Financial Surveillance Department of the South African Reserve Bank. Date: 15-06-2021 02:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.