TIDMIPT TIDMIRP
RNS Number : 3216X
ISIS Property Trust Limited
07 February 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION IN
PARTICULAR THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN
7 February 2013
RECOMMENDED MERGER OF THE INTERESTS OF ISIS PROPERTY TRUST
LIMITED AND IRP PROPERTY INVESTMENTS LIMITED AND REVISED DIVIDEND
POLICY
KEY HIGHLIGHTS
The Boards of each of ISIS Property Trust Limited and IRP
Property Investments Limited are pleased to announce that they have
reached agreement on the terms of a recommended merger of the
entire assets of ISIS Property Trust Limited ("IPT") and IRP
Property Investments Limited ("IRP").
Highlights of the merger
-- The recommended merger will be effected by means of a scheme of reconstruction.
-- Under the Scheme, IPT Shareholders will receive New Shares
issued by IRP on a NAV for NAV basis.
-- The combination of these complementary property businesses
will result in the enlarged IRP (to be renamed F&C UK Real
Estate Investments Limited ("F&C Real Estate") having a market
capitalisation which is expected to be in excess of GBP130 million
which should enhance liquidity in the shares and increase the
attractiveness of the enlarged IRP.
-- This proposal will result in a combined property portfolio
with further diversification and more flexibility in its future
investment strategy. The current property portfolios are
complementary in their geographic and sector exposure and the
combined portfolio will maintain an overweight position in London
and the South East.
-- The proposal will also result in a material reduction in the
Total Expense Ratio of F&C Real Estate.
Revised dividend policy
Each of the IPT Board and IRP Board have been reviewing their
current dividend policies as each company has, since launch,
followed a policy of paying out dividends which are not fully
covered by net rental income. Following consultation with larger
shareholders, it is proposed that F&C Real Estate's dividend
will be set at a sustainable level which is expected to be fully
covered by net rental income when the company is fully invested. In
order to achieve this policy it is expected that the dividend of
F&C Real Estate will be reduced and that the proposed level of
dividends would equate to a reduction in the current dividends paid
of approximately 30 per cent. in respect of IRP and 20 per cent. in
respect of IPT.
The Chairmen of IRP and IPT commented on the proposals as
follows:
"The Board of IRP is conscious that the UK wealth management
sector is undergoing significant change, which is resulting in the
creation of wealth management firms with significantly greater
scale. This has consequent implications for the liquidity
requirements for investments made on behalf of clients. The merger
of IPT and IRP creates a larger and more liquid investment company
which is a natural response to this trend, and one which my
colleagues and I believe will bring a number of important benefits
to shareholders." Quentin Spicer, Chairman of IRP
"The Board of IPT believes that the proposed merger is a very
positive development for both IRP and IPT shareholders. It results
in a larger and more diversified company that will provide greater
flexibility in managing and growing the portfolio in the future to
continue delivering attractive returns to shareholders." Peter
Crook, Chairman of IPT
Further details on the proposed transaction are set out
below.
1. Introduction and background
The IPT Board and the IRP Board announce that they have reached
agreement on the terms of a recommended acquisition of the entire
assets of IPT by IRP. The acquisition will be effected through a
voluntary solvent liquidation of IPT and the issue of new ordinary
shares by IRP (the "Scheme"). Under the Scheme, IPT Shareholders
will receive New Shares on a NAV for NAV basis.
IPT and IRP are both Guernsey incorporated property investment
companies which are listed on the Premium Segment of the UK Listing
Authority's Official List and the Channel Islands Stock Exchange.
IPT and IRP have identical investment objectives and policies and
are both managed by F&C. The Boards of both IPT and IRP have
been considering the options available to them to increase in scale
in a cost effective manner. After careful consideration of the
terms upon which they can merge their respective assets, the Boards
have unanimously resolved to propose the Scheme to their
Shareholders. It is proposed that the enlarged IRP will be renamed
"F&C UK Real Estate Investments Limited".
Since their launch it has been the policy of both IPT and IRP to
pay uncovered dividends as more fully set out under paragraph 5
below. Following consultation with larger Shareholders, it is
expected that the dividend will be reduced to a sustainable level
which is expected to be fully covered by its rental income (net of
revenue expenses when the company is fully invested). Accordingly,
it is expected that IRP's existing dividend of 1.80p per share per
quarter will reduce to 1.25p per quarter with effect from 1 April
2013 (this is not a dividend forecast).
This announcement sets out the details of the proposed Scheme.
Further documentation to convene general meetings to approve the
Scheme and the issue of the New Shares is expected to be posted in
early March 2013.
2. Benefits of the Scheme
The IPT and IRP Boards each believe that the Scheme offers
significant benefits for all IPT and IRP Shareholders as noted
below.
-- F&C Real Estate is expected to have a market
capitalisation (based on the average share price discounts for the
previous 12 months) in excess of GBP130 million, which should
enhance the liquidity in the shares and increase the attractiveness
of F&C Real Estate to new investors. F&C Real Estate is
therefore expected to be well placed to take advantage of the
current changes in the retail distribution market.
-- The Scheme will result in a substantial increase in the size
of F&C Real Estate's property portfolio to approximately GBP280
million, which will:
-- diversify further the property and tenant exposure, which
also provides greater flexibility in respect of certain bank
facility covenants;
-- enable F&C Real Estate, over time, to obtain exposure to assets with a larger lot size; and
-- provide complementary geographic and sector exposures whilst
maintaining an overweight position in London and the South
East.
-- There will be a material reduction in the Total Expense Ratio
of both IPT and IRP, as a result of fixed costs being spread over a
larger asset base and a reduction in the management fees payable to
F&C.
Further details on IPT and IRP and the Combined Portfolio are
set out in paragraph 12 below.
3. The Scheme
The acquisition of IPT's assets by IRP will be achieved through
a voluntary solvent liquidation of IPT. Upon the liquidation of
IPT, the Liquidator will implement the Scheme by distributing IPT's
assets to a newly incorporated Guernsey company, which is wholly
owned by IRP, F&C UK Real Estate Finance Limited ("F&C Real
Estate Finance"), in return for an issue of New Shares to IPT
Shareholders. The Scheme will result in the subsidiary of IPT being
transferred to F&C Real Estate Finance and IPT then being wound
up.
Under the Scheme, IPT Shareholders will receive New Shares with
an aggregate NAV equal to the aggregate NAV of such IPT Shares.
The New Shares will rank pari passu with the issued IRP Shares
in respect of any dividends declared, made or paid with a record
date on or after the date of issue of the New Shares.
It is expected that, following the implementation of the Scheme,
the board of F&C Real Estate will comprise three directors from
each of IRP and IPT and that Quentin Spicer will remain as
Chairman.
4. NAVs and property valuation
The New Shares will be issued on a NAV for NAV basis. It is
intended that the NAV per IPT Share and IRP Share will be
calculated as at 31 March 2013 on the basis of a valuation of the
respective property portfolios as at that date.
The NAV of each share will be calculated using each company's
accounting policies (which are identical) and the property
valuations will be determined by the independent valuer, who is the
same for both portfolios. The NAVs of each company will be subject
to adjustments for any dividends declared with a record date in the
period from the date of the calculation of the respective NAVs to
completion of the Scheme.
As noted below, the costs of the transaction will be borne by
all IPT and IRP Shareholders pro rata to their shareholdings in IPT
and IRP respectively. The calculation of the NAVs will be adjusted
for any transaction costs already incurred by the respective
companies prior to the calculation of the NAVs.
Illustrative financial effects
Based on the unaudited NAVs as at 31 December 2012 of 92.8p for
IPT and 72.0p for IRP, adjusted for dividends expected to be paid
in respect of the quarter to 31 December 2012 but not yet paid as
at that date, an IPT Shareholder would receive 1.29 New Shares in
respect of each IPT Share held.
5. Revised dividend policy and interim dividends
Since launch each of IPT and IRP has followed a policy of paying
out dividends which are not fully covered by net rental income.
Each of the IPT Board and IRP Board have been considering their
respective dividend policies and, following consultation with
larger Shareholders, it is proposed that F&C Real Estate's
dividend will be set at a sustainable level, which is expected to
be fully covered by its rental income (net of revenue expenses when
the company is fully invested).
In the absence of unforeseen circumstances and on the assumption
that the Scheme becomes effective, it is expected that IRP's
existing dividend of 1.80p per share per quarter will reduce to
1.25p per quarter with effect from 1 April 2013 (this is not a
dividend forecast). This proposed level of dividend would equate to
a reduction in the current dividends paid of 30.6 per cent. in
respect of an IRP Share and 19.4 per cent. in respect of an IPT
Share (based on the illustrative share exchange ratio referred to
in paragraph 4 above). Thus, the effective reduction in dividend
per IPT Share will be from 2.00p per quarter to 1.61p per quarter.
IPT and IRP Shareholders should note that if the Scheme does not
become effective, dividends would not be fully covered at these
levels by each company's respective net rental income and each of
the Boards would separately consider the appropriate level of
dividends paid by them in the light of the circumstances at that
time.
It is intended that each of IRP and IPT will pay an interim
dividend in respect of the period up to 31 March 2013 at the
current dividend level to ensure that all IPT and IRP Shareholders
are treated equally. IPT's final interim dividend will be paid
immediately prior to the Effective Date of the Scheme. IRP's
interim dividend will be paid in June 2013 to IRP Shareholders on
its register as at a record date prior to the Effective Date.
Accordingly, the first interim dividend paid by F&C Real Estate
to all Shareholders will be paid in September 2013 in respect of
the period from 1 April 2013 to 30 June 2013 at the rate of 1.25p
per share.
6. Reduction in management fees
F&C Investment Business Limited will continue as the
investment manager of F&C Real Estate and F&C REIT Property
Asset Management plc as the property manager. In connection with
the Scheme, F&C has agreed to reduce its basic management fee
from 0.70 per cent. per annum of F&C Real Estate's total assets
(less current liabilities) to a basic management fee of 0.60 per
cent. per annum on the total assets (less current liabilities) of
F&C Real Estate (which is the level of the basic management fee
currently paid by IPT).
In addition, F&C will be entitled to a performance fee of 15
per cent. of the amount by which the total return of F&C Real
Estate's directly held properties exceeds 115 per cent. of the
total return on the IPD Quarterly and Monthly Funds Index (the
existing IPT performance fee is currently calculated on the basis
of 20 per cent. of total return above a hurdle rate of 120 per
cent.).
The performance fee will be measured over a rolling three year
period, commencing from the Effective Date, and the total fees
payable in any financial year will be capped at 0.75 per cent. of
total assets (less current liabilities). The first payment of the
performance fee, if earned, will be due in respect of the period
from the Effective Date to 30 June 2014, subject to claw back to
the extent that its property portfolio underperforms over the
following two financial years.
F&C also currently receives an administration fee from each
of IPT and IRP of GBP63,000 and GBP70,000 respectively (both of
which increase annually in line with inflation). If the Scheme
becomes effective, F&C will receive an administration fee from
F&C Real Estate of GBP100,000 per annum (which will increase
annually in line with inflation).
7. Replacement debt facility
The implementation of the Scheme requires the consent of Lloyds
TSB Bank in respect of both the IPT Facility and the IRP Facility.
Lloyds TSB Bank has agreed to consent to the implementation of the
Scheme and it has agreed to replace the existing IPT Facility and
IRP Facility with a new term and revolving credit loan facility.
The borrower under the New Facility will be F&C Real Estate
Finance.
Under the current IPT Facility and IRP Facility a maximum amount
of GBP125 million can be drawn down in aggregate (currently GBP110
million is drawn down in aggregate) and the New Facility will
permit a maximum amount of GBP115 million to be drawn down. The
existing interest rate swaps, which fix the interest payable in
respect of GBP100 million in aggregate of the existing borrowings,
will be novated to F&C Real Estate Finance without any
amendments or additional cost. As a condition of obtaining the
consent of Lloyds TSB Bank to the Scheme, the aggregate margin
under the New Facility with GBP110 million drawn down will increase
by 0.18 per cent. per annum (based on the current loan to value and
drawn down amounts) giving a fixed interest rate payable on GBP100
million of the New Facility of 5.75 per cent. per annum (including
the margin increase referred to above) and a floating rate which is
currently around 1 per cent. per annum on the balance. The New
Facility will be repayable in January 2017, the same repayment date
as applies under the existing IPT Facility and IRP Facility. The
other terms of the New Facility and related security and finance
documents will be substantially similar to the terms of the
existing IPT Facility and IRP Facility.
The New Facility is conditional on certain conditions precedent
including, inter alia, the Scheme becoming effective and the
property holding subsidiaries of both IPT and IRP becoming wholly
owned subsidiaries of F&C Real Estate Finance.
F&C Real Estate will not be a party to, or guarantor of, the
New Facility.
8. Costs of the Scheme and reduction in total expense ratio
It is estimated that the costs of the Scheme incurred by IPT and
IRP will in aggregate be approximately GBP800,000, which is
approximately 0.5 per cent. of the estimated net assets of F&C
Real Estate.
In the event that the Scheme does not become effective, it is
estimated that the costs incurred by IPT and IRP will be in
aggregate up to GBP750,000. IPT and IRP have agreed to bear these
costs in proportion to their respective unaudited net assets as at
31 December 2012, being 46.9 per cent. and 53.1 per cent.
respectively.
It is estimated that the total expense ratio of F&C Real
Estate (excluding property expenses) will be 0.86 per cent. per
annum of total assets less current liabilities (excluding the
impact of any performance fee). IPT and IRP currently have total
expense ratios of 1.00 per cent. and 1.08 per cent. respectively.
Based on the reduced total expense ratio and taking into account
the increased margin under the New Facility it is estimated that
the costs of the Scheme will be recovered within a period of two
and a half years.
9. Shareholder support
IPT and IRP have each consulted with their largest Shareholders.
These Shareholders have indicated that they are supportive of the
proposals set out in this announcement.
10. Conditions to the Scheme becoming effective
To become effective, the Scheme requires, amongst other things,
the following events to occur:
-- special resolutions of IPT (requiring approval by 75 per
cent. of IPT Shareholders in attendance) approving amendments to
the articles to facilitate the proposals, to wind up IPT and to
appoint a Liquidator;
-- an ordinary resolution of IRP (requiring approval by a simple
majority of IRP Shareholders in attendance) approving the
acquisition of the assets of IPT pursuant to the Scheme;
-- IPT, IRP and the Liquidator entering into a transfer
agreement setting out the terms upon which IPT (acting through the
Liquidator) transfers its assets to IRP in return for the issue of
New Shares;
-- the UKLA, the London Stock Exchange and the Channel Islands
Stock Exchange agreeing to the admission of the New Shares to the
Official List and to trading on the main market for listed
securities of the London Stock Exchange respectively and the
Channel Islands Stock Exchange, subject only to allotment; and
-- the IRP Board and the IPT Board not resolving to abandon the Scheme.
11. Risk factors
The Boards of IPT and IRP believe that the following are the key
risk factors that relate to the Scheme.
-- The implementation of the Scheme is subject to a number of
conditions and there is no certainty that the Scheme will become
effective. In the event that these conditions are not satisfied,
Shareholders will bear costs which are estimated as being
equivalent to 0.5 per cent. of the NAV of an IPT Share and an IRP
Share.
-- New Shares will be issued to IPT Shareholders on the basis of
a NAV for NAV ratio expected to be calculated as at 31 March 2013.
The NAV of an IPT Share or an IRP Share will vary between the
calculation date and the Effective Date and the NAVs used for the
purposes of the Scheme may be lower or higher than the illustrative
figures in this announcement.
-- The NAVs are primarily based on the valuation of the
underlying properties in each of IRP and IPT. The valuation of
property is inherently subjective due to the individual nature of
each property and as a result valuations are subject to
uncertainty.
-- The performance of IPT and IRP, and their respective NAVs and
level of, and ability to pay, dividends, would be adversely
affected by a downturn in the property market in the UK in terms of
market value or a weakening of rental yields. There remains
considerable economic and fiscal uncertainty in the UK economy.
-- The market value of, and income derived from, the IPT Shares
and the IRP Shares can fluctuate. The market value of such shares
may vary considerably from their underlying NAV. The market values
of these shares, as well as being affected by their NAV, also take
into account their dividend yield and prevailing interest
rates.
-- There can be no guarantee that the expected benefits of the
Scheme, as described in paragraph 2 above, will arise, either at
all or to the extent stated.
12. Information on IPT, IRP and the Combined Portfolio
IPT
The IPT Property Portfolio comprises 23 properties with an
aggregate market value as determined by the Valuer at 31 December
2012 of GBP120.1 million. The IPT Property Portfolio generates a
current net annual rent of GBP8.40 million (being a net initial
yield of 6.6 per cent.).
IRP
The IRP Property Portfolio comprises 33 properties with an
aggregate market value as determined by the Valuer at 31 December
2012 of GBP158.7 million. The IRP Property Portfolio generates a
current net annual rent of GBP11.29 million (being a net initial
yield of 6.7 per cent.).
Combined Portfolio
The Combined Portfolio would comprise 56 properties with an
aggregate market value as determined by the Valuer at 31 December
2012 of GBP278.8 million. The Combined Portfolio would generate a
current net annual rent of GBP19.69 million (being a net initial
yield of 6.7 per cent.).
A comparison of the IPT Property Portfolio, IRP Property
Portfolio and the Combined Portfolio is set out below.
IPT Property Portfolio IRP Property Portfolio Combined Portfolio
----------------------- -------------------------- --------------------------
Top ten properties (percentage of market value as
at 31 December 2012)
-------------------------------------------------------------------------------
14 Berkeley Street, 3663 Unit, Echo 14 Berkeley Street,
London W1 (14.8%) Park, Banbury (10.6%) London W1 (6.4%)
----------------------- -------------------------- --------------------------
County House, County Units 1-8 Lakeside 3663 Unit, Echo
Square, Chelmsford Road, Colnbrook Park, Banbury (6.0%)
(7.1%) (7.5%)
----------------------- -------------------------- --------------------------
Enterprise Way, Southampton International Units 1-8 Lakeside
Luton (6.5%) Park, Eastleigh Road, Colnbrook
(6.7%) (4.3%)
----------------------- -------------------------- --------------------------
Keens House, Anton 30-40 Parade, Leamington Southampton International
Mill Road, Andover Spa (6.5%) Park, Eastleigh
(6.3%) (3.8%)
----------------------- -------------------------- --------------------------
Halls Mill Retail Clifton Moor Gate, 30-40 Parade, Leamington
Park, Foundry Street, York (5.5%) Spa (3.7%)
Bury (6.3%)
----------------------- -------------------------- --------------------------
7 Beverley Way, Mercury House, Clifton Moor Gate,
New Malden (6.1%) Strathclyde Business York (3.1%)
Park, Bellshill
(4.9%)
----------------------- -------------------------- --------------------------
1/2 Network Bracknell, Hemel Gateway, County House, County
Eastern Rd, Bracknell Hemel Hempstead Square, Chelmsford
(5.5%) (4.7%) (3.1%)
----------------------- -------------------------- --------------------------
King William House, 1-2 Lochside Way, Mercury House,
Market Place, Hull Edinburgh Park, Strathclyde Business
(5.0%) Edinburgh (4.3%) Park, Bellshill
(2.8%)
----------------------- -------------------------- --------------------------
16, 18 & 20 Upper Willowbeck Road, Enterprise Way,
Marlborough Road, Northallerton (4.2%) Luton (2.8%)
St. Albans (4.9%)
----------------------- -------------------------- --------------------------
Wide Lane, Eastleigh 7-8 High Street Keens House, Anton
(4.1%) & 50 Colebrook Mill Road, Andover
Street, Winchester (2.7%)
(4.2%)
----------------------- -------------------------- --------------------------
IPT Property Portfolio IRP Property Portfolio Combined Portfolio
----------------------- ----------------------- ---------------------
Top ten tenants (percentage of current gross annual
rent)
-----------------------------------------------------------------------
Public Sector (11.1%) Cable & Wireless Cable & Wireless
Group (11.9%) Group (6.8%)
----------------------- ----------------------- ---------------------
Homebase Limited BFS Group Limited BFS Group Limited
(6.8%) (11.0%) (6.3%)
----------------------- ----------------------- ---------------------
Bunzl UK Limited HSBC Bank plc (8.9%) HSBC Bank plc (5.8%)
(6.4%)
----------------------- ----------------------- ---------------------
AECOM Limited (5.5%) B&Q plc (5.0%) Public Sector (4.7%)
----------------------- ----------------------- ---------------------
Applied Materials Inchcape Estates Homebase Limited
UK Limited (5.0%) Limited (4.9%) (4.5%)
----------------------- ----------------------- ---------------------
Halfords Limited Premier Foods Group B&Q plc (2.8%)
(4.6%) Limited (4.6%)
----------------------- ----------------------- ---------------------
Lloyds TSB General PEI Genesis (UK) Inchcape Estates
Insurance Holdings Limited (3.8%) Limited (2.8%)
Limited (4.5%)
----------------------- ----------------------- ---------------------
City Motor Holdings Retail Decisions Bunzl UK Limited
Limited (3.7%) Europe Ltd (3.7%) (2.7%)
----------------------- ----------------------- ---------------------
Robert Home Group HTEC Limited (3.6%) Premier Foods Group
Limited (3.7%) Limited (2.7%)
----------------------- ----------------------- ---------------------
DSG Retail Limited Homebase Limited Halfords Limited
(3.4%) (2.9%) (2.5%)
----------------------- ----------------------- ---------------------
IPT Property Portfolio IRP Property Portfolio Combined Portfolio
----------------------- ----------------------- -------------------
Average unexpired lease length (weighted by current
gross annual rent)
---------------------------------------------------------------------
8.97 years 7.45 years 8.10 years
----------------------- ----------------------- -------------------
Void rate (percentage of estimated net annual rent)
---------------------------------------------------------------------
2.5% 4.4% 3.6%
----------------------- ----------------------- -------------------
IPT Property IRP Property Combined
Portfolio Portfolio Portfolio
------------------ ------------- ------------- -------------
Regional weightings (percentage of market value as
at 31 December 2012)
---------------------------------------------------------------
West End 14.8% 2.6% 7.9%
Rest London 10.1% 1.8% 5.4%
South East 36.6% 48.8% 43.6%
South West 3.8% 0.7% 2.1%
Eastern 15.5% 2.5% 8.1%
East Midlands 3.0% 5.0% 4.1%
West Midlands 3.1% 12.7% 8.5%
York and Humber 6.0% 9.7% 8.1%
North West and
Merseyside 6.3% 3.6% 4.8%
North East 0.8% 1.6% 1.3%
Scotland 0.0% 11.0% 6.3%
IPT Property IRP Property Combined
Portfolio Portfolio Portfolio
------------------ ------------- ------------- -------------
Sub-sector weighting (percentage of market value
as at 31 December 2012)
---------------------------------------------------------------
Industrial 20.5% 36.0% 29.3%
------------------ ------------- ------------- -------------
Office 40.3% 15.9% 26.4%
------------------ ------------- ------------- -------------
Retail Warehouse 22.3% 14.5% 17.9%
------------------ ------------- ------------- -------------
Standard Retail 16.8% 33.6% 26.4%
------------------ ------------- ------------- -------------
13. Overseas Shareholders
The availability of the Scheme to Shareholders who are not
resident in the United Kingdom, the Channel Islands and the Isle of
Man may be affected by the laws of their relevant jurisdiction.
Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction.
The Liquidator shall sell, as soon as reasonably practicable, the
New Shares issued in respect of IPT Shares that are held by
Overseas Shareholders and shall ensure that the monies received
from such sale, net of associated costs, are paid to the relevant
Overseas Shareholders. Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay.
14. Indicative timetable
The Scheme will be implemented on the terms and subject to the
conditions set out in this announcement and to be set out in the
Scheme Circular, including obtaining relevant regulatory approvals
and approval by the IPT and IRP Shareholders. The Scheme Circular
will provide full details of the Scheme, together with notice of
the IPT EGM and the expected timetable. It is expected that the
Scheme Circular, the IRP Circular and the Prospectus will be
published in early March 2013.
An indicative timetable of principal events is as follows:
Event Indicative Timing
------------------------------------------ ------------------
Posting of Scheme Circular and Prospectus Early March
to IPT Shareholders Early March
Posting of IRP Circular and Prospectus
to IRP Shareholders
Calculation Date 31 March
Announcement of final interim dividend Early April
of IPT and third interim dividend
of IRP
IPT EGM and IRP EGM and announcement Mid April
of results
Effective Date Mid April
IPT in liquidation Mid April
New Shares issued Mid April
------------------------------------------ ------------------
A more detailed timetable will be included in the Scheme
Circular.
15. General
In deciding whether or not to vote in favour of the resolutions
to implement the Scheme, IPT Shareholders and IRP Shareholders
should rely only on the information contained in, and should follow
the procedures described in, the Scheme Circular and the IRP
Circular respectively and the Prospectus.
Information on the tax consequences of the Scheme for the IPT
Shareholders will be contained in the Scheme Circular.
Enquiries:
Simon Cordery F&C Asset Management Tel: +44(0) 20
plc 7628 8000
Gordon Neilly Cantor Fitzgerald, Tel: +44(0) 207
Financial Adviser 894 8096
to IPT
Charlie Ricketts Cenkos Securities Tel: +44(0) 207
plc 397 1910
Douglas Armstrong Dickson Minto W.S., Tel: +44(0) 207
Financial Adviser 628 4455
to IRP
Cantor Fitzgerald, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for
IPT and no one else in relation to the Scheme and will not be
responsible to anyone other than IPT for providing the protections
afforded to clients of Cantor Fitzgerald nor for providing advice
in relation to the proposed transaction.
Dickson Minto W.S., which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for
IRP and no one else in relation to the Scheme and will not be
responsible to anyone other than IRP for providing the protections
afforded to clients of Dickson Minto W.S. nor for providing advice
in relation to the proposed transaction.
This announcement is not intended to and does not constitute, or
form any part of, an offer to sell or an invitation to subscribe
for or purchase any securities or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Scheme or otherwise.
The Scheme will be made solely through the Scheme Circular, which
will contain the full terms and conditions of the Scheme (including
details of how to vote in respect of the Scheme). Any response in
relation to the Scheme will be made only on the basis of the
information contained in the Scheme Circular and the Prospectus or
any other document by which the Scheme is made. IPT and IRP
Shareholders are advised to read carefully the formal documentation
in relation to the Scheme once it has been dispatched. This
announcement does not constitute a prospectus or prospectus
equivalent document.
Forward Looking Statements
This announcement contains statements about IPT and IRP that are
or may be forward looking statements. All statements other than
statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets",
"plans" "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "estimates", "projects", "continue", "should" or,
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditure, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of IPT's or IRP's
operations and potential synergies resulting from the Scheme; and
(iii) the effects of government regulation on IPT's or IRP's
business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. IPT and IRP
disclaim any obligation to update any forward looking or other
statements contained herein, except as required by applicable
law.
APPENDIX - DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Business Day" a day (other than Saturdays,
Sundays and public holidays
in the UK and Guernsey) on
which banks are open for business
(other than solely for trading
and settlement in Euros) in
the City of London and Guernsey
"Combined Portfolio" the IPT Portfolio and the IRP
Portfolio
"Effective Date" the date on which the Scheme
becomes effective pursuant
to its terms
"EGMs" the IPT EGM and the IRP EGM
"F&C" or "Investment Manager" F&C Investment Business Limited
"F&C Real Estate" IRP (as renamed) after the
implementation and completion
of the Scheme
"F&C Real Estate Finance" a newly incorporated wholly
owned subsidiary of IRP
"Index" IPD Quarterly and Monthly Funds
Index
"IPT" ISIS Property Trust Limited
"IPT Board" the board of directors of IPT
as at the date of this announcement
"IPT EGM" the extraordinary general meeting
of IPT (or any adjournment
thereof) to be held in connection
with the Scheme for the purposes
of, inter alia, obtaining shareholder
approval for the Scheme and
the steps necessary to implement
the Scheme
"IPT Facility" the existing term loan facility
between IPT and Lloyds TSB
Bank for GBP50 million which
is repayable in January 2017
"IPT Property Portfolio" the direct and indirect property
assets of IPT as at the date
of this document
"IPT Shareholders" the holders of IPT Shares
"IPT Shares" the existing fully paid ordinary
shares of 1p each in the capital
of IPT
"IRP" IRP Property Investments Limited
"IRP Board" the board of directors of IRP
as at the date of this announcement
"IRP Circular" the circular to be sent to
IRP Shareholders containing
the terms and conditions of
the Scheme, details of the
proposals and the resolutions
required to implement them
"IRP EGM" the extraordinary general meeting
of IRP (or any adjournment
thereof) to be held in connection
with the Scheme for the purposes
of, inter alia, obtaining shareholder
approval for the steps necessary
to implement the Scheme
"IRP Facility" the existing term loan facility
between IRP and Lloyds TSB
Bank for GBP75 million which
is repayable in January 2017
"IRP Property Portfolio" the direct and indirect property
assets of IRP as at the date
of this document
"IRP Shareholders" the holders of IRP Shares
"IRP Shares" the existing fully paid ordinary
shares of 1p each in the capital
of IRP
"Liquidator" the liquidator of IPT being,
initially, the person(s) appointed
upon the resolution to be proposed
at the IPT EGM becoming effective
"Lloyds TSB Bank" Lloyds TSB Bank plc
"London Stock Exchange" London Stock Exchange plc
"NAV" in relation to an IPT Share,
a IRP Share and/or a New Share
as the case may be, means its
net asset value on the relevant
date as calculated on the basis
of the relevant company's normal
accounting policies
"New Facility" the new term loan and revolving
credit facility between F&C
Real Estate Finance and Lloyds
TSB Bank for GBP115 million
which is repayable in January
2017
"New Shares" the ordinary shares issued
by IRP to IPT Shareholders
pursuant to the Scheme
"Official List" the Official List of the UKLA
"Overseas Shareholders" IPT's Shareholders who are
resident in, or nationals or
citizens of, or whose registered
address is in, a jurisdiction
outside the United Kingdom,
the Channel Islands and the
Isle of Man or who are nominees
of, or custodians or trustees
for, residents, citizens or
nationals of other countries
"Prospectus" the prospectus to be published
by IRP for the issue of New
Shares and their admission
to the Official List and to
trading on the Main Market
of the London Stock Exchange
"Scheme" a transfer by the Liquidator
of the assets of IPT to IRP
in consideration of the issue
of New Shares to IPT Shareholders
in respect of their interests
in IPT
"Scheme Circular" the circular to be sent to
IPT Shareholders containing
the terms and conditions of
the Scheme, details of the
proposals and the resolutions
required to implement them
"Shareholders" the IPT Shareholders and IRP
Shareholders
"Total Expense Ratio" the total costs of managing
and operating IPT or IRP per
annum divided by IPT or IRP's
total assets
"UKLA" the UK Listing Authority, being
the Financial Services Authority
Limited acting in its capacity
as the competent authority
for the purposes of Part IV
of the Financial Services and
Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great
Britain and Northern Ireland
"Valuer" DTZ Debenham Tie Leung Limited
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Isis Property Trust (LSE:IPT)
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부터 12월(12) 2024 으로 1월(1) 2025
Isis Property Trust (LSE:IPT)
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부터 1월(1) 2024 으로 1월(1) 2025
