Offer Extension

 

TIDMIRET TIDMRUGB 
 
RNS Number : 6160M 
ING UK Real Estate Income Trust Ltd 
27 May 2010 
 

                    ING UK Real Estate Income Trust Limited 
                                  27 May 2010 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND 
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO 
US PERSONS (AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE US SECURITIES ACT 
OF 1933, AS AMENDED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
                  Recommended Offer by IRET Securities Limited 
    (a wholly owned subsidiary of  ING UK Real Estate Income Trust Limited) 
                     for Rugby Estates Investment Trust plc 
 
Second closing date acceptance level and Extension of Offer 
 
Summary 
 
The Boards of ING UK Real Estate Income Trust Limited ("ING UK RET") and IRET 
Securities Limited ("IRET Securities") announce the level of acceptances for its 
Offer for Rugby Estates Investment Trust plc ("Rugby REIT"). The Offer was 
declared unconditional in all respects on 14 May 2010.  The Offer, including 
each of the Share Offer, the ZDP Alternative and the Cash Alternative, will 
remain open for acceptances until 1.00 pm (London time) on 29 June 2010. 
 
Extension of the Offer 
 
The Offer will remain open for acceptance until 1.00 pm (London time) on 29 June 
2010 unless extended. 
 
The Boards of ING UK RET and IRET Securities have resolved that each the 
alternative forms of consideration set out in the Offer Document, which include 
the Share Offer, the ZDP Alternative and the Cash Alternative, will also be 
extended and will continue to be available to Rugby REIT Shareholders until 1.00 
pm (London time) on 29 June 2010. Subject to the terms and conditions of the 
Offer, Rugby REIT Shareholders may also elect for a combination of the above 
options in respect of their holding of Rugby REIT Shares. 
 
Shareholders who have not accepted the Offer are urged to do so without delay. 
Rugby REIT shareholders who hold their Shares in certificated form and want to 
accept the Offer should complete the Form of Acceptance and send this together 
with their share certificates to Computershare Investor Services PLC as set out 
in the Offer Document, so as to be received as soon as possible and, in any 
event, by no later than 1.00 pm (London time) on 29 June 2010. Rugby REIT 
shareholders who hold their Shares in uncertified form should ensure that an 
electronic acceptance is made through CREST so that the TTE Instruction settles 
no later than 1.00 pm (London time) on 29 June 2010, as set out in the Offer 
Document. 
 
Levels of acceptance 
 
As at 1.00pm (London time) on 26 May 2010, the second closing date of the Offer, 
valid acceptances had been received in respect of 57,613,041 ordinary shares of 
1p each ("Shares") in Rugby REIT (including in respect of 4,782,065 Shares 
acquired during the Offer Period by ING UK RET), representing in total 
approximately 97.7 per cent. of the existing issued share capital of Rugby REIT. 
 
These acceptances include acceptances in respect of a total of 26,195,454 Rugby 
REIT Shares, representing approximately 44.44 per cent. of the existing issued 
share capital of Rugby REIT in respect of which ING UK RET had secured 
irrevocable undertakings to accept the Offer prior to the launch of the Offer. 
 
The following is a summary of the elections by Rugby REIT Shareholders as at 
1.00pm (London time) on 26 May 2010: 
 
+----------------+-------------------+--------------+ 
| Consideration  | Approximate       | Number of    | 
| election       | percentage of     | Rugby REIT   | 
|                | Rugby REIT        | Shares       | 
|                | existing issued   |              | 
|                | share capital     |              | 
+----------------+-------------------+--------------+ 
| ING UK RET     |      19.7%        |  11,581,850  | 
| Ordinary       |                   |              | 
| Shares         |                   |              | 
+----------------+-------------------+--------------+ 
| ZDP Shares     |      39.5%        |  23,305,635  | 
+----------------+-------------------+--------------+ 
| Cash           |      38.6%        |  22,725,556  | 
+----------------+-------------------+--------------+ 
 
Save as disclosed in this Announcement neither ING UK RET, IRET Securities nor 
any person acting in concert with ING UK RET or IRET Securities for the purposes 
of the Offer held any Rugby REIT shares (or rights over such shares) prior to 15 
February 2010, the first day of the Offer Period, nor has any such person 
acquired or agreed to acquire any such shares (or rights over such shares) since 
the commencement of the Offer Period. 
 
Compulsory Acquisition 
 
IRET Securities Ltd has implemented the procedures set out in sections 979 to 
991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining 
Rugby REIT Shares on the same terms as the Offer, and the compulsory acquisition 
process is expected to be completed on 29 June 2010. 
 
 
For further information: 
 
ING Real Estate Investment Management 
            Tel: [phone] 
(Investment Manager) 
Michael Morris 
Helen Stott 
 
ING Corporate Finance 
                        Tel: [phone] 
(Joint Financial Adviser to ING UK RET) 
William Marle 
 
John Denby 
 
J.P. Morgan Cazenove 
                       Tel: [phone] 
(Joint Financial Adviser and Broker to ING UK RET) 
William Simmonds 
 
Northern Trust 
                               Tel: [phone] 
(Company Secretary) 
David Sauvarin 
 
Financial Dynamics 
                          Tel: [phone] 
(Financial PR) 
                                 / 020 7269 7261 
Dido Laurimore 
Laurence Jones 
 
 
Terms defined in the Offer Document dated 21 April 2010 have the same meaning in 
this Announcement, unless the context requires otherwise. 
 
The full terms of and conditions to the Offer are set out in the Offer Document 
and the Form of Acceptance.  In deciding whether or not to accept the Offer, 
Rugby REIT shareholders should rely solely on the information contained in, and 
follow the procedures set out in, the Offer Document and Form of Acceptance. 
 
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN 
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR 
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF 
THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN 
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF 
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT. 
 
 
If you are in any doubt about the Offer, the contents of this Announcement or 
what action you should take, you are  recommended to seek your own personal 
financial advice immediately from your stockbroker, bank manager, solicitor, 
accountant or independent professional adviser duly authorised under the 
Financial Services and Markets Act 2000 if you are resident in the United 
Kingdom or, if not, from another appropriately authorised independent financial 
adviser. 
 
END 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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