Wrap Text
Proposed Purchase of 1 in every 44 Ordinary Shares of 1p each in the Company at 55p per share
Raven Property Group Limited
Incorporated in Guernsey
Company number 43371
LSE share code: RAV; JSE share code: RAV
ISIN:GB00B0D5V538
(“Raven” or the “Company”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Proposed Purchase of 1 in every 44 Ordinary Shares of 1p each in the Company
(“Ordinary Shares”) at 55p per share by way of a tender offer (the “Tender Offer”)
Notice of General Meeting
Raven is today posting a circular to its shareholders containing full details of the Tender Offer
and a notice of General Meeting convened for 10.30 a.m. Greenwich Mean Time (“GMT”) on
Friday 8 November 2019.
On 27 August 2019, the Board of Raven announced in its Interim Results for the six months
ended 30 June 2019, that the Company intended to offer to purchase 1 in every 44 Ordinary
Shares by way of a tender offer at a price of 55p per share. The Tender Offer will also present
tendering shareholders with an opportunity to sell more than their pro rata entitlement (up to
their entire holding of Ordinary Shares) to the extent that other shareholders tender less than
their pro rata entitlement. In such case, surplus tenders will be accepted in proportion to the
number of additional Ordinary Shares tendered so that the total number of Ordinary Shares
purchased does not exceed 11,621,569 (assuming no valid conversion of the Company's
Convertible Preference Shares in the period).
If the maximum number of 11,621,569 Ordinary Shares is acquired (assuming no valid
conversion of the Company's Convertible Preference Shares in the period), this will result in
an amount of approximately £6.4 million being paid by the Company to its shareholders. It is
intended that the Ordinary Shares purchased under the Tender Offer will be cancelled and
not available for re-issue.
The Tender Offer is open to all holders of Ordinary Shares on the Company's register at 6.00
p.m. GMT on Thursday 7 November 2019, who may participate by tendering all or a
proportion of their holding of Ordinary Shares at 55p per share. Holders of Convertible
Preference Shares who wish to participate in the Tender Offer will be required to convert their
shares by Friday 1 November 2019 in accordance with the terms of the Company's Articles.
No Ordinary Shares will be purchased in relation to the Tender Offer unless the relevant
resolution to be proposed at the General Meeting is passed.
Shareholders on the Company’s South African register should refer to the separate Letter to
South African Shareholders for details of the action to be taken in relation to the Tender Offer
and the General Meeting.
The expected timetable of events for SA Shareholders is set out below:
2019
Announcement on SENS of the posting of the Wednesday, 9 October
Circular incorporating a Notice of General
Meeting and the Tender Forms to
shareholders on or about
Tender Offer open at 9.00 am Wednesday, 9 October
Announcement of the Rand-equivalent Monday, 28 October
Tender Price on SENS
Last day to trade in order to be eligible to vote Tuesday, 29 October
at the General Meeting
Last day to trade on the JSE in order to Tuesday, 29 October
participate in the Tender Offer
Shares trade “ex” the Tender Offer Wednesday, 30 October
No removal requests permitted between the Wednesday, 30 October –Thursday, 7
UK Register and the SA Branch Register November
(both dates inclusive)
Record date in order to be eligible to vote at Friday, 1 November
the General Meeting
Record Date and closing the Tender Offer 8:00 p.m. on Friday, 1 November
Latest time and date for receipt of forms of 12.30 p.m. on Wednesday, 6 November
proxy for the General Meeting
Latest time and date for receipt of Tender 12.00 p.m. on Thursday, 7 November
Forms and instructions from dematerialised
SA Shareholders
General Meeting 12:30 p.m. on Friday, 8 November
Results of General Meeting and outcome of By 10:00 a.m. on Monday, 11 November
Tender Offer announced
Accounts credited for Ordinary Shares Friday, 15 November
purchased pursuant to Tender Offer by
Accounts of dematerialised SA Shareholders Friday, 15 November
credited for revised holdings of Ordinary
Shares by
Despatched of balance share certificates for Friday, 15 November
unsold Ordinary Shares by
Cancellation and termination of SA listing of Friday, 15 November
Ordinary Shares repurchased in terms of the
Tender Offer expected on or about
If any of the above times and/or dates change, the revised times and/or dates will be notified
to SA Shareholders by an announcement via SENS. All references in this document to
specific times are to SAST unless otherwise stated.
Copies of the circular, tender offer forms and form of proxy will be submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM. In addition, the documents will be available on the
Company’s website (www.theravenpropertygroup.com/investors) and may also be obtained
from the Company Secretary.
9 October 2019
JSE Sponsor: Rencap Securities (Pty) Limited
Enquiries
Raven Property Group Limited Tel: +44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (public relations Tel: +44 (0) 203 151 7008
adviser)
Tim Robertson
Toby Andrews
N+1 Singer (UK joint broker) Tel: +44 (0) 20 7496 3000
Corporate Finance - James Maxwell / James Moat
Sales - Alan Geeves / James Waterlow
Numis Securities (UK joint broker) Tel: +44 (0) 207 260 1000
Alex Ham / Jamie Loughborough / Alasdair Abram
Renaissance Capital (South African broker) Tel: +27 (11) 750 1448
Yvette Labuschagne
Renaissance Capital (Russian broker) Tel: +7 495 258 7770
David Pipia
Ravenscroft (TISE sponsor) Tel: +44 (0) 1481 729100
Jade Cook
About Raven Property Group
Raven Property Group Limited was founded in 2005 to invest in class A warehouse
complexes in Russia and lease to Russian and International tenants. Its Ordinary Shares and
preference shares are listed on the Main Market of the London Stock Exchange and admitted
to the Official List of the UK Listing Authority and the Official List of The International Stock
Exchange (“TISE”). Its Ordinary Shares also have a secondary listing on the main board of
the Johannesburg Stock Exchange and the Moscow Stock Exchange. Its convertible
preference shares are admitted to the Official List of TISE and to trading on the SETSqx
market of the London Stock Exchange. The Group operates out of offices in Guernsey,
Moscow and Cyprus and has an investment portfolio of circa 1.9 million square metres of
Grade "A" warehouses in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny
Novgorod and 49,000 square metres of commercial office space in St Petersburg. For further
information visit the Company’s website: www.theravenpropertygroup.com
Date: 09/10/2019 04:00:00
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