IRES REIT PLC - Publication of Prospectus

Tuesday 15 April, 2014

Irish Rdn prop REIT

IRES REIT PLC - Publication of Prospectus

RNS Number : 9184E
Irish Residentl Properties
REIT PLC
15 April 2014  

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SWITZERLAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

This announcement is not an offer of securities for sale in the United States of America (the "United States") or any other jurisdiction. This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information in the prospectus (the "Prospectus") published by Irish Residential Properties REIT plc (the "Company" or "Irish Residential Properties REIT") on 15 April 2014  in connection with the admission of the Ordinary Shares in the capital of the Company to the Official List of the Irish Stock Exchange and to trading on the regulated market for listed securities of the Irish Stock Exchange. This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

IRISH RESIDENTIAL PROPERTIES REIT plc
Publication of Prospectus

The Prospectus by Irish Residential Properties REIT plc dated 15 April 2014 has been published and is available for inspection in electronic form on the website www.centralbank.ie/REGULATION/SECURITIES-MARKETS/PROSPECTUS/Pages/approvedprospectus.aspx. No other materials on this website are incorporated into or form a part of this Prospectus.

The Prospectus relates to the admission of Ordinary Shares to the primary listing segment of the Official List of the Irish Stock Exchange and to trading on the regulated market for listed securities of the Irish Stock Exchange ("Admission").

Investec Bank plc and TD Securities Inc. have been appointed asJoint Bookrunners. Investec Bank plc (acting through its Irish Branch) has been appointed as sole Sponsor in connection with Admission.

Capitalised terms used in this announcement and not otherwise defined shall have the meaning given to them in the Prospectus.

FOR FURTHER DETAILS, CONTACT:

Investec Bank plc
+353 1 421 0000

(Joint Bookrunner and sole Sponsor (acting through its Irish Branch))

Tommy Conway

Kevin Gallen

Alan Mahon

TD Securities Inc. (Joint Bookrunner)
+1 416 307 8500

Andrew Phillips

John Mishra

William Huynh

David Gilmour

Vincent Wall & Associates (PR Consultants)
+353 (0)87 6860727  

 Vincent Wall 

IMPORTANT NOTICES

The information in this announcement is for background and informational purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, completeness or fairness. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction.

This announcement is an advertisement and not a prospectus (or prospectus equivalent document). Investors should not subscribe for or purchase any Ordinary Shares referred to in this announcement except solely on the basis of information in the Prospectus which has been published by the Company in connection with the Admission and any supplementary prospectus.  Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland. Persons into whose possession this announcement (or any other offer or publicity material relating to the Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Any subscription of Ordinary Shares in the proposed Placing as described in the Prospectus should be made solely on the basis of the information contained in the Prospectus. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Placing or Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Placing or Admission at this stage. Acquiring the Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.  When considering what further action you should take you are recommended to immediately consult, if you are resident in Ireland, an organisation or firm authorised or exempted pursuant to the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) or the Investment Intermediaries Act 1995 (as amended) or another appropriately authorised professional adviser if you are in a territory outside Ireland. This announcement does not constitute a recommendation concerning the Placing. The price and value of the Ordinary Shares may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Placing or Admission cannot be relied upon as a guide to future performance.

This announcement is for distribution in the United Kingdom only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement does not constitute and is not intended to constitute the direct or indirect offering or placement of shares of an alternative investment fund within the meaning of the Alternative Investment Fund Managers Directive (2011/61/EU) (the "AIFMD"). In any event, this announcement is directed at and is only being distributed in member states of the European Economic Area to Relevant Persons who are professional investors within the meaning of Article 4(1)(ag) of the AIFMD.

This announcement is not an offer of securities for sale in the United States.  The shares discussed in this announcement have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of securities in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States,save for distribution to persons the seller and any person acting on behalf of the seller reasonably believe to be "qualified institutional buyers" as defined in and in reliance on Rule 144A under the Securities Act.

It may be unlawful to distribute this announcement in certain jurisdictions.  This announcement is not for distribution in Canada, Japan, Australia, Switzerland or South Africa.  The information in this announcement does not constitute an offer of securities for sale in Canada, Japan, Australia, Switzerland or South Africa.

Certain statements contained in this announcement constitute "forward-looking statements" regarding the belief of current expectation of the Company, the Directors, the Investment Manager and the Management Team about the Company's financial condition, results of operations and business. Generally, but not always, words such as "may ", "could ", "should ", "will ", "expect ",  "intend ", "estimate ", "anticipate ", "assume ", "believe", "plan ", "seek ", "continue",  "target ", "goal ", "would" or their negative variations or similar expressions identify forward-looking statements. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company, its Directors, the Investment Manager and the Management Team and are difficult to predict, which may cause the actual results, performance, returns,  achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, the Investment Manager, Investec Bank plc nor TD Securities Inc. undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to Irish Residential Properties REIT plc or individuals acting on behalf of Irish Residential Properties REIT plc are expressly qualified in their entirety by this paragraph.

Investec Bank plc which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority and registered under Financial Services Register reference 172330, is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to this Announcement, the Placing or Admission. In connection with the Admission, Investec Bank plc is acting through its Irish Branch which is authorised by the Prudential Regulation Authority in the United Kingdom, and is regulated by the Central Bank of Ireland for conduct of business rules, registered with the Irish Companies Registration Office under number 904428 as an external company and has a registered branch office at The Harcourt Building, Harcourt Street, Dublin 2, Ireland.

TD Securities Inc., which is registered as an investment dealer under the securities legislation of all provinces and territories of Canada and a member of the Investment Industry Regulatory Organization of Canada, is acting exclusively for the Company and no one else in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, for the contents of this Announcement or for providing any advice in relation to this Announcement, the Placing or Admission.

In connection with the Placing and Admission, each of Investec Bank plc and TD Securities Inc., or any of their respective 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 Placing or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Investec Bank plc or TD Securities Inc. or any of their respective affiliates acting as investors for their own accounts. Neither Investec Bank plc nor TD Securities Inc. nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Joint Bookrunners and any of their respective affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services for, the Company and CAPREIT, for which they would have received customary fees.  The Joint Bookrunners and any of their respective affiliates may provide such services to the Company, CAPREIT and/or the Investment Manager and any of their respective affiliates in the future.

None of the Company, the Investment Manager, Investec Bank plc, TD Securities Inc., or any of their respective affiliates, their respective directors, officers or employees, or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company or the Investment Manager or their respective affiliates, 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.

Accordingly, the Company, the Investment Manager, Investec Bank plc, TD Securities Inc. and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

This information is provided by RNS
The company news service from the London Stock Exchange
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