NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE
RELEASE
24 February 2025
No intention to make an offer
for Ground Rents Income Fund Plc
On 8 January 2025, Victoria Property Holdings
Limited ("Victoria
Property", "we")
announced a possible offer for Ground Rents Income Fund plc
("GRIO" or the
"Company"). Following
further non-binding indicative offers, the Board of GRIO announced
on 5 February 2025 a revised PUSU deadline of 25 February 2025 to
provide Victoria Property an opportunity to assess the ability to
submit an improved proposal ("Proposal"), with access to certain
materials.
Victoria Property maintains a disciplined
acquisition policy and does not intend to advance a Proposal.
Victoria Property also confirms that it does not intend to make an
offer for GRIO under Rule 2.7 of the Code. This is a statement to
which Rule 2.8 of the Code applies.
For the purposes of Note 2 on Rule 2.8 of the
Code, Victoria Property, and any person(s) acting in concert with
it, reserve the right to make or participate in an offer or
possible offer for GRIO (and/or take any other action which would
otherwise be restricted under Rule 2.8 of the Code) within six
months of the date of this announcement in the following
circumstances:
a) with the agreement of the Board
of Directors of GRIO;
b) following the announcement of a
firm intention to make an offer for GRIO by or on behalf of a third
party;
c) following the announcement by
GRIO of a Rule 9 waiver proposal (as described in Note 1 of the
Notes on Dispensations from Rule 9 of the Takeover Code) or a
reverse takeover (as defined in the Code); or
d) where the Panel on Takeovers and
Mergers has determined that there has been a material change of
circumstances.
This announcement has been made without the
consent of GRIO.
Enquiries:
|
Ernst & Young LLP
|
+44 (0) 207 951 2000
|
|
(Financial adviser to Victoria Property)
|
|
|
Fraser Greenshields
|
|
|
Tom Watson
|
|
|
|
|
Important
notices
Ernst & Young LLP ("EY"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Victoria Property and for no one else in connection
with the matters described in this announcement and will not be
responsible to anyone other than Victoria Property for providing
the protections afforded to clients of EY, or for providing advice
in connection with the matters described in this announcement or
any matter referred to herein.
Additional
information
This announcement is not intended to, and does
not, constitute, represent or form part of any offer, invitation or
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities whether pursuant
to this announcement or otherwise.
The distribution of this announcement in
jurisdictions outside the United Kingdom may be restricted by law
or regulation and therefore any person who comes into possession of
this announcement should inform themselves about, and comply with,
such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities laws or regulations of any
such relevant jurisdiction.
