NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY)
IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS
OF THAT JURISDICTION.
THIS IS AN ANNOUNCEMENT RELATING TO A POSSIBLE OFFER FALLING
UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AND, SAVE AS SET OUT IN
VICTORIA PROPERTY'S ANNOUNCEMENT DATED 8 JANUARY 2025 (AND SUBJECT
TO THE RESERVATIONS SET OUT THEREIN), THERE CAN BE NO CERTAINTY OF
THE TERMS ON WHICH AN OFFER MAY BE MADE.
FOR
IMMEDIATE RELEASE
31 January 2025
Ground
Rents Income Fund plc ("GRIO", or the 'Company')
FURTHER
POSSIBLE OFFER FROM VICTORIA PROPERTY
Further to the Company's
announcement on 8 January 2025, Ground Rents Income Fund plc
announces that on 29 January 2025 it
received a fourth proposal from Victoria
Property Holdings Limited ("Victoria Property"), part of Martin
Property Group, regarding a non-binding indicative cash offer by
Victoria Property to acquire the entire issued and to be issued
share capital of GRIO at a price of 37.5 pence per GRIO share (the
"Latest
Proposal").
The Latest Proposal represents an
additional 3.5 pence (or an increase of approximately 10.3%) per
GRIO share, when compared to the 34 pence per GRIO share
non-binding indicative cash offer announced on 8 January 2025. This
follows three prior private, non-binding, indicative cash offer
letters (of which the last was made public), the first of which was
at a price of 31 pence per GRIO share.
The GRIO Board (the "Board") has fully reviewed the Latest
Proposal with its financial and legal advisers and has also taken
into consideration the feedback received from GRIO shareholders in
response to the announcements made on 8 January 2025. The Board has
concluded that the Latest Proposal remains unattractive and
materially undervalues the Company and that it cannot recommend the
Latest Proposal to GRIO shareholders. Accordingly, the Board
is unanimously rejecting the Latest Proposal.
Within its 29 January 2025 Latest
Proposal letter, Victoria Property also requested an extension to
the Put Up or Shut Up ("PUSU") deadline and access to due
diligence information. The Board considers that there is
considerable information on GRIO's business, strategy and financial
results already in the public domain, which should enable Victoria
Property to put forward a proposal capable of recommendation,
within the 28-day period set out under the UK Takeover
Code.
This announcement has been made by
GRIO without the agreement or approval of Victoria
Property. There can be no
certainty that any firm offer will be made and, save as set out in
Victoria Property's announcement dated 8 January 2025 (and subject
to the reservations set out therein), there can be no certainty of
the terms on which an offer may be made.
Any offer for GRIO is governed by
the City Code on Takeovers and Mergers (the "Code"). In accordance with Rule 2.6(a)
of the Code, Victoria Property is required, by not later
than 5.00 p.m. (UK time) on 5 February 2025,
either to announce a firm intention to make an offer for GRIO in
accordance with Rule 2.7 of the Code or announce that it does not
intend to make an offer for GRIO, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. In accordance with Rule 2.6(c) of the Code, the 5 February
2025 deadline may be extended at the request of the GRIO Board and
with the consent of the Panel on Takeovers and Mergers (the
"Panel").
A further announcement will be made
as and when appropriate.
-----------------
Enquiries:
Schroder Real Estate Investment
Management Limited
Matthew Riley / Chris
Leek
020 7658 6000
Singer Capital Markets (Financial
Adviser & Broker)
James Maxwell / Alaina Wong / Sam
Butcher (Investment Banking)
Sam Greatrex (Sales)
020 7496 3000
Appleby Securities (Channel Islands)
Limited (Sponsor)
Andrew Weaver / Michael
Davies
01534 888 777
FTI Consulting
Richard Gotla / Oliver
Parsons
0203 727 1000
------------------
Notice related to financial advisers:
Singer Capital Markets Securities
Limited ("Singer Capital Markets"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for GRIO and no-one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than GRIO for providing the protections afforded to
clients of GRIO or for providing advice in relation to the subject
matter of this announcement or any other matter referred to in this
announcement.
Disclosure requirements of the Code:
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of GRIO or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) GRIO and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 p.m.
(London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement
in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of GRIO or of
a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of GRIO or of any securities exchange offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of GRIO or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) GRIO and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code
applies must be made by no later than 3.30 p.m. (London time) on
the business day following the date of the relevant
dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of GRIO or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3 of the Code.
Opening Position Disclosures must
also be made by GRIO and by any offeror and Dealing Disclosures
must also be made by GRIO, by any offeror and by any persons acting
in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the
Code).
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available (subject to
certain restrictions relating to persons in restricted
jurisdictions) at
www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/ground-rents-income-fund-plc/,
by no later than 12 noon (London time) on the business day
immediately following this announcement. The content of the website
referred to in this announcement is not incorporated into and does
not form part of this announcement.
Market abuse regulation
The information contained within
this announcement is deemed to constitute inside information as
stipulated under the Market Abuse (Amendment) (EU Exit) Regulations
2019. Upon the publication of this announcement, this inside
information is now considered to be in the public
domain.
The person responsible for arranging
the release of this announcement on behalf of the Company is
Matthew Riley, a member of Company Secretarial team of the
Company.
