Ediston Property Inv Comp PLC Related Party Transaction (8397Y)
06 1월 2024 - 12:00AM
UK Regulatory
TIDMEPIC
RNS Number : 8397Y
Ediston Property Inv Comp PLC
05 January 2024
5 January 2024
For immediate release.
Ediston Property Investment Company plc
(the "Company")
(LEI: 213800JRL87EGX9TUI28)
Related Party Transaction
Further to the announcement of 20 December 2023, the board of
the Company (the "Board") announces that the Company has
successfully transferred its debt facilities to Ediston Capital
Limited ("ECL") (the "Transfer").
In consideration of the Company agreeing to the Transfer, ECL
and the Company have agreed that the net interest received by ECL
(being, in summary, the difference between: (i) the interest earned
on the principal amount of the debt facilities housed in a bank
account up to the Discharge Date (as defined below); and (ii) the
costs of servicing the debt facilities) (the "Net Interest") shall
be applied as follows:
-- firstly, in settlement of all costs and expenses (including
legal fees) incurred by ECL, the Company or owed by the Company to
Aviva Commercial Finance Limited (the "Lender") in connection with
the negotiation or execution of the Transfer (the "Transfer
Costs");
-- secondly, until an amount of GBP200,000 of Net Interest has
been applied in aggregate, all amounts of Net Interest will be
split equally and paid to the Company and retained by ECL in equal
amounts; and
-- thirdly, once an aggregate amount of GBP200,000 of Net
Interest has been paid or retained pursuant to the paragraph above,
one third of all further amounts of Net Interest will be paid to
the Company with the remainder retained by ECL.
The Discharge Date is the earlier of: (i) the date on which all
amounts owing by ECL to the Lender have been paid and discharged in
full; (ii) assuming the Company enters into members' voluntary
liquidation on 11 January 2024, the date on which the liquidators
of the Company make their final distribution to the Company's
shareholders; and (iii) 30 June 2024. It is anticipated that all
amounts owning by ECL to the Lender will be paid and discharged in
full on or around 29 March 2024.
In the event that insufficient Net Income is generated such that
the Transfer Costs are not settled in full, the Company's
investment manager has confirmed that Ediston will pay the
Company's Transfer Costs. The Company has also been unconditionally
released from all obligations under its existing facilities
agreement pursuant to the Transfer.
Under the Listing Rules of the FCA, ECL is a related party of
the Company. When the Transfer is aggregated with all other amounts
paid to Ediston pursuant to transactions or arrangements entered
into in the previous 12 months, the Transfer is a related party
transaction to which, by virtue of Listing Rule 11.1.11R, Listing
Rule 11.1.10R applies.
William Hill, Chairman of the Company commented:
"The decision not to repay the Company's debt at the time its
property assets were sold has enabled the Company to benefit from
the difference between the current deposit interest rates and the
costs of serving the debt. The Transfer is expected to enable
further value to be extracted during the period in which the
Company is in liquidation (assuming such liquidation is approved by
shareholders). Any funds received will be distributed by the
Company's liquidators as part of any final distribution that is
made during the liquidation process. Such final distribution, if
any, will be at a time to be determined solely by the liquidators
but is envisaged to be in the region of six to nine months after
the entry into of the liquidation. The Board considers that the
interest sharing arrangements are appropriate given: the benefits
noted above; it was not possible to realise value by transferring
the debt to a third party (other than Ediston); Ediston has taken a
cost risk in setting up the transaction; and it is Ediston's
relationship with the Lender that has made the Transfer
possible."
Enquiries
Douglas Armstrong - Dickson Minto
Advisers 020 7649 6823
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