Hansteen Holdings plc Publication of Offer Document (4819X)

TIDMHSTN TIDMIMPT

RNS Number : 4819X

Hansteen Holdings plc

22 February 2017

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

BY HANSTEEN HOLDINGS PLC

("Hansteen")

FOR

INDUSTRIAL MULTI PROPERTY TRUST PLC

("IMPT")

22 February 2017

PUBLICATION OF OFFER DOCUMENT

On 17 February 2017, the Directors of Hansteen and the Independent Directors of IMPT announced that they had reached agreement on the terms of a recommended all cash offer for the entire issued ordinary share capital of IMPT by Hansteen, to be implemented by way of a takeover Offer under under Chapter 1 of Part 28 of the Companies Act 2006.

Further to that announcement, the Directors of Hansteen and the Independent Directors of IMPT are pleased to announce that the offer document containing the full terms and conditions of the Offer and the procedures for its acceptance (the "Offer Document") is being posted today, together with the related Forms of Acceptance, to IMPT Shareholders, and, for information purposes only, to persons with information rights.

The First Closing Date of the Offer is 15 March 2017

To accept the Offer in respect of IMPT Shares held in certificated form (that is, not in CREST), IMPT Shareholders should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 15 March 2017 in accordance with the procedure set out in the Offer Document.

To accept the Offer in respect of shares held in uncertificated form (that is, shares held in CREST), an IMPT Shareholder should ensure that an Electronic Acceptance is made by it or on its behalf and that settlement occurs no later than 1.00 p.m. (London time) on 15 March 2017 in accordance with the procedure set out in the Offer Document. If an IMPT Shareholder is a CREST sponsored member, it should refer to its CREST sponsor as only the CREST sponsor will be able to send the necessary TTE instruction to Euroclear.

Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Offer Document, together with those documents listed in paragraph 15 of PART V of the Offer Document, will be made available on the Hansteen website at www.hansteen.co.uk/investors/offer-documents and on the IMPT website at www.industrialmultipropertytrust.com/offer/#. Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Capita Asset Services, on [phone]. Calls are charged at the standard geographic rate and will vary by provider. Different charges may apply to calls from mobile telephones. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. - 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Capita Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. If requested, copies will be provided, free of charge, within two business days of the request.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Offer Document.

Enquiries:

Peel Hunt Tel: [phone]

(Sole Financial Adviser and Broker to Hansteen)

Capel Irwin

James Britton

Tavistock Tel:[phone]

(PR Adviser to Hansteen)

Jeremy Carey

Stockdale Securities Tel: [phone]

(Sole Financial Adviser and Broker to IMPT)

Alastair Moreton

Robert Finlay

Important Notices relating to Financial Advisers

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Hansteen and no one else in connection with the Offer and will not be responsible to anyone other than Hansteen for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matter referred to herein or in the Offer Document.

Stockdale Securities Limited ("Stockdale"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for IMPT in connection with the matters set out in this document and for no one else and will not be responsible to anyone other than IMPT for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matter referred to herein or in the Offer Document.

Further Information

This announcement is for information purposes only and is not intended to, and does not constitute, or form any part of, any offer to sell or subscribe for or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities by IMPT or Hansteen pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be effected solely through the Offer Document and, in respect of IMPT Shares held in certificated form, the Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in those documents. IMPT Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus equivalent document.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror(s) (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(s) 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) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror(s) is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror(s) 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 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror(s) must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror(s). 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) the offeree company; 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 pm (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 an offeree company or a securities exchange offeror(s), 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with either 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. An IMPT Shareholder should contact the Panel's Market Surveillance Unit on [phone] if it is in any doubt as to whether it is required to make an Opening Position Disclosure or a Dealing Disclosure.

Overseas Shareholders

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore any such persons should inform themselves about and observe any applicable legal or regulatory requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Offer Document.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, any agents, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Unless otherwise determined by the offeror or required by the City Code, and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by IMPT Shareholders may be a taxable transaction under applicable national, state or local, as well as foreign and other, tax laws. Each IMPT Shareholder is urged to consult its independent professional adviser regarding the tax consequences of accepting the Offer.

This announcement has been prepared in compliance with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Information relating to IMPT Shareholders

Please be aware that addresses, electronic addresses and certain information provided by IMPT Shareholders, persons with information rights and other relevant persons for the receipt of communications from IMPT may be provided to Hansteen during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Publication on Website and Availability of Hard Copies

A copy of this announcement will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.hansteen.co.uk/investors/offer-documents and www.industrialmultipropertytrust.com/offer/# in each case, until the Offer becomes unconditional in all respects. For the avoidance of doubt, neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on Hansteen's or IMPT's websites (or any other website) is incorporated into, or forms part of, this announcement.

Availability of hard copies

An IMPT Shareholder may request hard copies of any document published on IMPT's or Hansteen's website (including this announcement) in connection with the Offer by requesting this from either Hansteen by contacting Richard Lowes, Finance Director, at Hansteen Holdings PLC, 1st Floor Pegasus House, 3743 Sackville Street, London W1S 3DL or telephone number [phone]; or IMPT by contacting Philip Scales at Industrial Multi Property Trust PLC c/o FIM Capital Limited, IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP or [phone].

This information is provided by RNS

The company news service from the London Stock Exchange

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February 22, 2017 02:00 ET (07:00 GMT)