23 February 2018
KCR Residential REIT Plc
Capital structure simplification and Director's subscription for preference shares
KCR Residential REIT plc ("KCR" or the "Company") announces that it has cancelled all outstanding warrants and share options (collectively, "the Options") and allotted fully paid-up ordinary shares ("Shares") to holders of the Options.
1. Cancellation of the Options and allotment of Shares
At the present time, KCR has in issue 75,000 Founder warrants, 460,000 Non-executive share options, 43,786 Allenby warrants and 150,000 Prospective Lender warrants (as set out in the 2017 Annual Report of the Company, as adjusted by the subsequent share consolidation). In order to simplify the capital structure of the Company, KCR has agreed with all the holders of the Options to cancel the Options and allot 74,889 Shares in their stead, representing 1.42 per cent of KCR's current issued ordinary share capital.
The Share-for-Option exchange has been completed using the valuation of the Options set out in the 2017 Annual Report, which was confirmed by Messrs Wilkins Kennedy, chartered accountants, as reasonable as at 31 December 2017, in their report dated 16 February 2018, which, in accordance with the requirements of the Companies Act 2006, was sent to each holder of the Options and has been filed at Companies House. That report also confirms that, since 31 December 2017, there was no material change in the value to KCR of the cancellation of the Options.
Those transactions involving directors or persons discharging managerial responsibilities (PDMRs) are listed below:
Director |
Option holding |
Allotment of ordinary shares |
Enlarged holding of ordinary shares |
Percentage of enlarged issued share capital held |
Oliver Vaughan (*) |
17,500 |
5,565 |
73,065 |
1.37% |
Timothy James |
17,500 |
5,565 |
333,065 |
6.23% |
James Cane |
1,000 |
318 |
1,318 |
0.02% |
PDMR |
|
|
|
|
Christopher James |
10,000 |
3,180 |
338,180 |
6.32% |
Timothy Oakley |
5,000 |
1,590 |
36,590 |
0.68% |
(*) including a holding of Grosmont Investment Limited, a company that Mr Vaughan controls |
Application will be made for admission to trading on AIM ("Admission") of the 74,889 Shares and it is expected that Admission will occur on or around 28 February 2018.
2. Total voting rights
Following Admission, the Company's enlarged issued share capital will comprise 5,350,080 Shares, with voting rights. The Company does not hold any Shares in treasury. Therefore, the total number of Shares in the Company with voting rights will be 5,350,080. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
3. Director's subscription for restricted preference shares
As described in the circular dated 27 January 2017, Dominic White, chief executive of KCR, subscribed £50,000 for KCR restricted preference shares ("Preference Shares") through White Amba Ltd ("White Amba"), a company controlled by him. In addition, White Amba was granted an option on 26 January 2017 to subscribe for up to £100,000 of Preference Shares.
The Company has agreed that Dominic White can transfer the Preference Shares previously subscribed for, and the option to acquire up to a further £100,000 of Preference Shares, from White Amba either into his name or into his pension scheme. Dominic White has decided that White Amba's existing holding be registered in his name and the final allocation of £100,000 of Preference Shares, which he has committed to acquire, will be registered in the name of his pension scheme. As well as the option over Preference Shares held by White Amba described above, a further £150,000 of Preference Shares are available for allotment at the discretion of the Company.
James Cane, finance director, commented "The directors believe that we are seeing the start of a growth phase in institutional investment into residential property, in particular through Real Estate Investment Trusts (REITs). Simplifying KCR's capital structure should help the Company raise capital by removing potential dilution".
This announcement contains information which, prior to its disclosure, was inside information for the purpose of the Market Abuse Regulation.
ENDS
Contacts:
KCR Residential REIT plc Dominic White, Chief executive James Cane, Finance director |
[email protected]
+44 20 3793 5236 |
|
|
Arden Partners plc Steve Douglas Benjamin Cryer |
+44 20 7614 5917 |
|
|
Yellow Jersey PR
Charles Goodwin |
+44 7747 788 221 |
Notes to Editors:
K&C's objective is to build a substantial residential property portfolio that generates secure income flow for shareholders through the acquisition of SPVs (Special Purpose Vehicles) with inherent historical capital gains. The Directors intend that the group will acquire, develop and manage residential property assets in London and other key residential areas in the UK.
The information set out below is provided in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014.
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Oliver Vaughan |
2 |
Reason for the notification |
a) |
Position/status |
Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
KCR Residential REIT plc |
b) |
LEI |
213800NTHWVFLSB9CX32 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 10p each ISIN : GB00BYWK1Q82 |
b) |
Nature of the transaction |
Allotment of Ordinary Shares on cancellation of options |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil |
5,565 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A (Single transaction) |
e) |
Date of the transaction |
22 February 2018 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Timothy James |
2 |
Reason for the notification |
a) |
Position/status |
Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
KCR Residential REIT plc |
b) |
LEI |
213800NTHWVFLSB9CX32 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 10p each ISIN : GB00BYWK1Q82 |
b) |
Nature of the transaction |
Allotment of Ordinary Shares on cancellation of options |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil |
5,565 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A (Single transaction) |
e) |
Date of the transaction |
22 February 2018 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
James Cane |
2 |
Reason for the notification |
a) |
Position/status |
Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
KCR Residential REIT plc |
b) |
LEI |
213800NTHWVFLSB9CX32 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 10p each ISIN : GB00BYWK1Q82 |
b) |
Nature of the transaction |
Allotment of Ordinary Shares on cancellation of options |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil |
318 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A (Single transaction) |
e) |
Date of the transaction |
22 February 2018 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Christopher James |
2 |
Reason for the notification |
a) |
Position/status |
PDMR |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
KCR Residential REIT plc |
b) |
LEI |
213800NTHWVFLSB9CX32 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 10p each ISIN : GB00BYWK1Q82 |
b) |
Nature of the transaction |
Allotment of Ordinary Shares on cancellation of options |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil |
3,180 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A (Single transaction) |
e) |
Date of the transaction |
22 February 2018 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Timothy Oakley |
2 |
Reason for the notification |
a) |
Position/status |
PDMR |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
KCR Residential REIT plc |
b) |
LEI |
213800NTHWVFLSB9CX32 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary shares of 10p each ISIN : GB00BYWK1Q82 |
b) |
Nature of the transaction |
Allotment of Ordinary Shares on cancellation of options |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil |
1,590 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A (Single transaction) |
e) |
Date of the transaction |
22 February 2018 |
f) |
Place of the transaction |
Outside a trading venue |
1 |
Details of the person discharging managerial responsibilities / person closely associated |
a) |
Name |
Dominic White |
2 |
Reason for the notification |
a) |
Position/status |
Director |
b) |
Initial notification /Amendment |
Initial notification |
3 |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
a) |
Name |
KCR Residential plc |
b) |
LEI |
213800NTHWVFLSB9CX32 |
4 |
Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted |
a) |
Description of the financial instrument, type of instrument Identification code |
Restricted Preference Shares |
b) |
Nature of the transaction |
Transfer of the Restricted Preference Shares to Dominic White from White Amba, a company controlled by him |
c) |
Price(s) and volume(s) |
Price(s) |
Volume(s) |
nil |
5,000,000 |
|
d) |
Aggregated information - Aggregated volume - Price |
N/A (Single transaction) |
e) |
Date of the transaction |
22 February 2018 |
f) |
Place of the transaction |
Outside a trading venue |
