IRP Property Investments Ltd Publication of Prospectus (8582Z)

TIDMIRP TIDMIPT

RNS Number : 8582Z

IRP Property Investments Ltd

13 March 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

13 March 2013

IRP PROPERTY INVESTMENTS LIMITED ("IRP" OR THE "COMPANY")

PUBLICATION OF CIRCULAR AND PROSPECTUS

Further to the joint announcement made by the Company and ISIS Property Trust Limited ("IPT") on 7 February 2013, the Board is pleased to announce that the Company has published a circular (the "Circular") and a prospectus (the "Prospectus") in connection with the recommended acquisition of the business and assets of IPT by the Company (the "Acquisition") to be effected through a scheme of reconstruction and winding up of IPT and the issue of new ordinary shares ("New Shares") by the Company (the "Scheme").

The Board believes that this recommended merger of the Company with IPT will create a larger and more liquid investment company which will be more attractive to existing and new investors particularly given the significant changes that the UK wealth management sector is currently undergoing.

The Circular convenes a general meeting to be held on 11 April 2013 at 9.45 a.m. at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL (the "General Meeting"). An ordinary resolution will be proposed at the General Meeting to approve the Acquisition. A special resolution will also be proposed at the General Meeting to approve, conditional upon the implementation of the Scheme, the change of name of the Company to "F&C UK Real Estate Investments Limited".

If the resolutions are passed at the General Meeting and the other conditions of the Scheme are satisfied, it is expected that the Scheme will become effective on 11 April 2013.

Application has been made to the UK Listing Authority and the CISX for the New Shares to be admitted to the Official List and to the London Stock Exchange and the CISX for those shares to be admitted to trading on the London Stock Exchange's main market for listed securities and the CISX. It is expected that such admissions will become effective and that dealings in the New Shares will commence on 12 April 2013.

Under the Scheme, IPT Shareholders will receive New Shares 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 respective accounting policies (which are identical). 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.

Based on the unaudited net asset values per IPT Share and per IRP Share as at 31 December 2012 of 92.8p and 72.0p respectively, 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 IRP in respect of each IPT Share held.

The Prospectus includes a valuation report prepared by the independent Valuer as at 28 February 2013 and the aggregate Market Value of each of the IRP Property Portfolio, the IPT Property Portfolio and the Combined Portfolio, as at that date, are set out below:

 
 The Market Value of the IPT        GBP118,930,000 
  Property Portfolio: 
---------------------------------  --------------- 
 The Market Value of the IRP        GBP157,885,000 
  Property Portfolio: 
---------------------------------  --------------- 
 The Market Value of the Combined   GBP276,815,000 
  Portiolio: 
---------------------------------  --------------- 
 

Copies of the Prospectus and the Circular are available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of: F&C Investment Business Limited, 80 George Street, Edinburgh EH2 3BU; Dickson Minto W.S. 20 Primrose Street, London EC2A 2EW; and the registered office of the Company, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.

The Circular and the Prospectus are also available free of charge from the Company's website, www.irppropertyinvestments.com and via the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM

Enquiries:

 
  Simon Cordery      F&C Asset Management   Tel: +44(0) 20 
                      plc                    7628 8000 
  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 
 

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. Any response in relation to the Scheme will be made only on the basis of the information contained in the Circular and the Prospectus or any other document by which the Scheme is made. IPT Shareholders 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.

 
 "Circular"                 the circular to be sent to IRP 
                             Shareholders containing the terms 
  "CISX"                     and conditions of the Scheme, details 
                             of the proposals and the resolutions 
                             required to implement them 
                             the Channel Islands Stock Exchange 
 "Combined Portfolio"       the IPT Property Portfolio and 
                             the IRP Property Portfolio 
 "IPT"                      ISIS Property Trust Limited 
 "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 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 
 "London Stock Exchange"    London Stock Exchange plc 
 "NAV"                      in relation to an IPT Share, an 
                             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 Shares"               the ordinary shares to be issued 
                             by IRP to IPT Shareholders pursuant 
                             to the Scheme 
 "Official List"            the Official List of the UK Listing 
                             Authority and the CISX 
 "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 
                             and the CISX 
 "Scheme"                   the proposed scheme of reconstruction 
                             of IPT including the transfer, 
                             by the liquidators appointed by 
                             IPT, 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 
 "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

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