Inland ZDP PLC Issue of ZDP Shares (5699K)

TIDMINLZ TIDMINL

RNS Number : 5699K

Inland ZDP PLC

23 September 2016

IMPORTANT INFORMATION

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY TRANSFERABLE SECURITIES NOR SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT, ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND WHATSOEVER. IT IS NOT AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Press release

Inland ZDP PLC

Issue of 1,131,000 new ZDP Shares

For release on 23 September 2016

Issue of ZDP Shares and use of proceeds

The Board of Inland ZDP PLC ("ZDPCo") is pleased to announce the issue (the "Issue") of up to 1,131,000 new zero dividend preference shares of 10 pence each ("ZDP Shares") at a price of 139 pence each ("Issue Price"), subject to the admission of the ZDP Shares to listing on the Official List (by way of a standard listing under the Listing Rules) and to trading on London Stock Exchange plc's main market, for which applications have been made. Dealings in the ZDP Shares are expected to commence at 8.00 am on 28 September 2016 ("Admission").

The gross proceeds of the Issue are up to GBP1,572,090, which ZDPCo will lend to its ultimate holding company, Inland Homes PLC ("Inland"), pursuant to an interest-free secured loan note to be entered into between ZDPCo and Inland on or shortly after Admission ("New Loan Note"). The New Loan Note will be on the same terms as the loan note entered into between ZDPCo and Inland on 20 December 2012. Inland will pay the Issue costs (estimated to be approximately GBP49,600) out of its own resources and will apply the proceeds of the Issue to invest in inventories or settle liabilities to vendors of development sites.

Rights of ZDP Shares

A ZDP Share is not an equity share and does not entitle the holder to any dividends, but it offers the holder a capital payment on a fixed date at a higher price than the initial subscription price, giving the holder a fixed return. The amount due to holders of ZDP Shares ("ZDP Shareholders"), which accrues over time, is accounted for as a liability rather than as share capital. ZDP Shareholders will receive no dividends, but are entitled to receive 155.9 pence per ZDP Share in just under three years and eight months' time, on 10 April 2019, when ZDPCo will be wound up in accordance with the terms of the ZDP Shares and the articles of association of the Company. This equates to a gross redemption yield on the 139p Issue Price of 4.64 per cent. per annum.

The new ZDP Shares will be identical in all respects to the zero dividend preference shares of 10 pence each of ZDPCo in issue at the date of this announcement ("Existing ZDP Shares") and, therefore, will benefit from the same security arrangements as described in the prospectus published by ZDPCo on 14 December 2012 (the "Prospectus") in respect of the issue of the Existing ZDP Shares which is available for download at http://www.inlandhomes.co.uk/inland-zdp-plc. In summary, these security arrangements require that Inland places the gross proceeds of the Issue in the Secured Account as Pledged Cash with first priority security over that account granted to ZDPCo. Amounts may be withdrawn by Inland from the Secured Account to fund the business, and reduce the debt, of the Inland Group subject to first ranking security over Pledged Assets being granted in favour of ZDPCo with sufficient value to satisfy 120 per cent. of the accrued capital entitlement of the ZDP Shares then in issue net of Pledged Cash.

Key information about the new ZDP Shares:

 
 Expected admission date           8.00 am on 28 September 
                                                      2016 
--------------------------------  ------------------------ 
 ZDP Final Payment Date                      10 April 2019 
--------------------------------  ------------------------ 
 Issue price per ZDP Share                       139 pence 
--------------------------------  ------------------------ 
 Final Capital Entitlement                     155.9 pence 
  per ZDP Share 
--------------------------------  ------------------------ 
 Redemption Yield at the Issue          4.64 per cent. per 
  price                                              annum 
--------------------------------  ------------------------ 
 
   Key information about the total ZDP shares following 
   the Issue: 
---------------------------------------------------------- 
 Total number of ZDP Shares 
  in issue                                      12,444,200 
--------------------------------  ------------------------ 
 Initial Cover                                     3 times 
--------------------------------  ------------------------ 
 Hurdle rate to receive the             -35.4per cent. per 
  Final Capital Entitlement                          annum 
--------------------------------  ------------------------ 
 Hurdle rate to receive the            -36.4 per cent. per 
  Issue price                                        annum 
--------------------------------  ------------------------ 
 ISIN                                         GB00B99R1Q79 
--------------------------------  ------------------------ 
 SEDOL Code                                        B99R1Q7 
--------------------------------  ------------------------ 
 Ticker                                               INLZ 
--------------------------------  ------------------------ 
 

The above Cover Ratio and Hurdle rates have been derived from the unaudited interim accounts of Inland Homes PLC as at 31 December 2015, calculated on the basis set out in the Prospectus, but adjusted further to reflect the increased number of ZDP Shares in issue following the Issue and the receipt of the proceeds of the Issue.

Capitalised words in this announcement and which are not otherwise defined in this announcement have the same meanings as in the Prospectus unless the context otherwise requires.

Stephen Wicks, Chairman of ZDPCo, said "The Inland group is currently expanding its activities significantly and this tap issue will provide a useful addition to the capital available via the ZDP Shares"

 
 Further information: 
 Inland Homes             N+1 Singer           Stifel Nicolaus   FTI Consulting 
  PLC                      Adviser/Broker       Europe Ltd        IR & media 
  Stephen Wicks,           to the Placing       Nomad & Broker    relations 
  Chief Executive          James Maxwell:       to INLAND         consultants 
  Nishith Malde,           Corporate Finance    Corporate         Dido Laurimore 
  Finance Director         David Floyd:         Finance:          Claire Turvey 
  Paul Brett,              Corporate Finance    David Arch        Richard Gotla 
  Land Director            Paul Glover:         and Roger         Tel: +44 (0)20 
                           Sales                Clarke            3727 1000 
  Tel: +44 (0)                                  Tel:+44 (0) 
  1494 762450                                   20 7710 7600 
 
  www.inlandhomes.co.uk 
  Inland ZDP 
  Ticker: INLZ 
  Inland: Ticker: 
  LSE: AIM: 
  INL 
 

Editor's Note:

INLAND identifies land in the South of England where it considers it to hold excellent potential for residential and mixed use development including commercial space. It then seeks to enhance its land value by obtaining planning permission before selling consented land onto housebuilders. It also develops some of its own plots for private sale.

NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY IS OR WILL BE ACCEPTED BY INLAND OR ZDPCO OR BY ANY OF THEIR RESPECTIVE AFFILIATES OR AGENTS AS TO, OR IN RELATION TO, THE ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS EXPRESSLY DISCLAIMED.

ALL INVESTMENTS ARE SUBJECT TO RISK. PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RETURNS. THE VALUE OF INVESTMENTS MAY FLUCTUATE. RESULTS ACHIEVED IN THE PAST ARE NO GUARANTEE OF FUTURE RESULTS. THIS DOCUMENT IS NOT INTENDED TO CONSTITUTE LEGAL, TAX OR ACCOUNTING ADVICE OR INVESTMENT RECOMMENDATIONS. PROSPECTIVE INVESTORS ARE ADVISED TO SEEK EXPERT LEGAL, FINANCIAL, TAX AND OTHER PROFESSIONAL ADVICE BEFORE MAKING ANY INVESTMENT DECISION.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IOESEFSUEFMSEIU

(END) Dow Jones Newswires

September 23, 2016 02:00 ET (06:00 GMT)