Result of Placing of existing ordinary shares and preference shares
Raven Property Group Limited
Incorporated in Guernsey
Company number 43371
LSE share code: RAV; JSE share code: RAV
ISIN:GB00B0D5V538
(“Raven” or the “Company”)
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH
PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION.
Result of Placing of existing ordinary shares and preference shares
Further to its announcement on 26 January 2021, the Company is pleased to announce that it has
(together with N+1 Singer acting as its agent) conditionally placed 46,824,074 existing ordinary shares
and 31,071,616 existing preference shares with investors at a price of 21.6 pence per share and 90.8
pence per share respectively (the ‘Placing Shares’). This represents all of the existing ordinary shares
and preference shares being sold by IAML pursuant to the Placing.
Upon completion of the Placing and the purchase of the IAML shares being acquired by the Company
and the newly formed joint venture vehicle between the Company and executive management (together
the “Proposed Transaction”) as previously announced, IAML will no longer hold any ordinary shares or
preferences shares in the Company.
The Proposed Transaction, which includes the Placing, is conditional upon, inter alia, ordinary
shareholders and preference shareholders passing the resolutions necessary to authorise the
Proposed Transaction at an extraordinary general meeting and preference shareholder class meeting.
The Company intends to publish circulars setting out the details of the Proposed Transaction (and
including notices of an extraordinary general meeting and a preference shareholder class meeting) to
ordinary shareholders and preference shareholders in due course.
Settlement of the Placing Shares is expected to occur shortly after the requisite shareholder approvals
have been received at such meetings.
Director participation in the Placing
In addition to the shares to be acquired by the joint venture vehicle (as previously disclosed), certain
Directors (including persons closely associated to them) have committed to acquire preference shares
under the Placing:
No. of preference Total no. of preference shares held
Director
shares acquired following completion of the Placing
Anton Bilton 5,000,000 11,162,188
Glyn Hirsch* 522,026 4,201,856
Russell Field 250,000 250,000
Sir Richard Jewson 189,600 265,060
Mark Sinclair 165,000 1,456,305
Colin Smith 75,000 979,198
* includes 22,026 bought on behalf of a family member.
Save as otherwise defined, capitalised terms used in this announcement have the meanings given to
them in the announcement released by the Company at 10:15 a.m. on 26 January 2021.
The information contained within this announcement relating to the Proposed Transaction is considered
by Raven Property Group Limited to constitute inside information pursuant to Article 7 of EU Regulation
No. 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.
Upon the publication of this announcement via a Regulatory Information Service, this inside information
will be considered to be in the public domain.
The person responsible for arranging for the release of this announcement on behalf of the Company
is Benn Garnham, Company Secretary.
2 February 2021
JSE Sponsor: Rencap Securities (Pty) Limited
Contacts / Enquiries
Raven Property Group Limited Tel: + 44 (0) 1481 712955
Anton Bilton
Glyn Hirsch
Novella Communications (Public relations adviser) Tel: +44 (0) 203 151 7008
Tim Robertson
Fergus Young
N+1 Singer (Sponsor, joint financial adviser & UK joint Tel: +44 (0) 20 7496 3000
broker)
Corporate Finance – James Maxwell / Alex Bond
Sales – Alan Geeves / James Waterlow
VTB Capital plc (Joint financial adviser) Tel: +44 (0) 203 334 8000
Alexander Metherell
Numis Securities Limited (UK joint broker) Tel: + 44 (0) 207 260 1000
Alex Ham / Jamie Loughborough / Alasdair Abram
Nathan Brown / George Shiel
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 732746
Semelia Hamon
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 Financial
Conduct 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. 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
Important Notice
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO PARTICIPATE IN THE PLACING AND
IN SO FAR AS IT RELATES TO INVESTORS PARTICIPATING IN THE PLACING IT IS ONLY
ADDRESSED TO AND DIRECTED AT INVITED PLACEES WHO (1) IN ANY MEMBER STATE OF
THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS (‘QUALIFIED
INVESTORS’) WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE
‘PROSPECTUS REGULATION’); AND (2) IN THE UNITED KINGDOM, INVESTORS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE ‘ORDER’); (II) FALL WITHIN ARTICLE 43(2)(A)
TO (D) OF THE ORDER; OR (III) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (IV)
ARE PERSONS WHO MAY OTHERWISE LAWFULLY PARTICIPATE IN THE PLACING (ALL SUCH
PERSONS REFERRED TO IN (1) AND (2) TOGETHER BEING REFERRED TO AS ‘RELEVANT
PERSONS’). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS OR ANY RELEVANT PERSON WHO HAS NOT BEEN INVITED BY THE
COMPANY TO PARTICIPATE IN THE PLACING. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS
WHO HAVE BEEN INVITED BY THE COMPANY TO PARTICIPATE IN THE PLACING AND WILL BE
ENGAGED IN ONLY WITH SUCH RELEVANT PERSONS.
This announcement and the information contained herein is for information purposes only and does not
constitute or form part of any offer of, or the solicitation of an offer to acquire or dispose of securities
in the United States, Canada, Australia, South Africa or Japan or in any other jurisdiction in which such
an offer or solicitation is unlawful.
The securities referred to herein have not been, and will not be, registered under the US Securities Act
of 1933, as amended (the ‘US Securities Act’), or under the applicable securities laws of any state or
other jurisdiction of the United States or of Canada, Australia, South Africa or Japan or of any other
jurisdiction. Such securities may not be offered or sold in the United States unless registered under the
US Securities Act or offered in a transaction exempt from, or not otherwise subject to, the registration
requirements of the US Securities Act and the securities laws of any relevant state or other jurisdiction
of the United States. There will be no public offering of such securities in the United States or in any
other jurisdiction.
The securities referred to herein have not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or
the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence
in the United States.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any
investment decision to buy securities in the Placing must be made solely on the basis of publicly
available information. Such information is not the responsibility of and has not been independently
verified by N+1 Singer or any of its affiliates.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or
indirectly, in, or into, or from, the United States (including its territories and possessions, any state of the
United States and the District of Columbia), Canada, Australia or Japan. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons into whose possession this
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.
The distribution of this announcement and the offering or sale of the Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by IAML, N+1 Singer or any of their
respective affiliates that would, or which is intended to, permit a public offer of the Placing Shares in
any jurisdiction or possession or distribution of this announcement or any other offering or publicity
material relating to the Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are required by IAML and N+1 Singer to
inform themselves about and to observe any applicable restrictions.
N+1 Singer, which is authorised and regulated by the Financial Conduct Authority (FCA) in the United
Kingdom, is acting only for the Company in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections offered to its clients nor for providing
advice in relation to the Placing or any matters referred to in this announcement.
N+1 Singer and any of its affiliates acting as an investor for its own account may participate in the
offering on a proprietary basis and in that capacity may retain, purchase or sell for their own account
such Placing Shares. In addition, they may enter into financing arrangements and swaps with investors
in connection with which they may from time to time acquire, hold or dispose of Placing Shares. N+1
Singer does not intend to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
None of N+1 Singer or any of its directors, unlimited partners, officers, employees, advisers or agents
accepts any responsibility or liability whatsoever for or makes any representation or warranty, express
or implied, as to the truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any other information relating to
the Company or 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.
This document includes 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 ‘intends’, ‘expects’, ‘will’, or ‘may’, or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all matters that are not historical facts.
Any forward-looking statements are subject to risks relating to future events and assumptions relating
to the Company’s business, in particular from changes in political conditions, economic conditions,
evolving business strategy, or the retail industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue reliance should be placed on these
forward-looking statements as a prediction of actual results or otherwise.
Date: 02-02-2021 09:00:00
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