Posting of Offer Document and Prospectus

 

TIDMIRET TIDMRUGB 
 
RNS Number : 5878K 
ING UK Real Estate Income Trust Ltd 
21 April 2010 
 

THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS AND RUGBY REIT SHAREHOLDERS 
SHOULD NOT ELECT TO RECEIVE ANY NEW ING UK RET SHARES, EXCHANGEABLE PREFERENCE 
SHARES OR ZDP SHARES PURSUANT TO THE TERMS OF THE OFFER EXCEPT ON THE BASIS OF 
INFORMATION CONTAINED IN THE OFFER DOCUMENT, FORM OF ACCEPTANCE AND THE 
PROSPECTUS BEING PUBLISHED BY ING UK RET AND IRET SECURITIES TODAY. 
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 
                                                                   21 April 2010 
 
                                Recommended offer 
                                       by 
                            IRET Securities Limited, 
     (a wholly owned subsidiary of ING UK Real Estate Income Trust Limited) 
                                      for 
                       Rugby Estates Investment Trust plc 
 
                    Posting of Offer Document and Prospectus 
 
Following the joint announcement on 15 April 2010 by ING UK Real Estate Income 
Trust Limited ('ING UK RET') and Rugby Estates Investment Trust plc ('Rugby 
REIT') regarding the terms of a recommended offer (the 'Offer') by IRET 
Securities Limited ('IRET Securities'), a wholly owned subsidiary of ING UK RET, 
to acquire the entire issued ordinary share capital of Rugby REIT, ING UK RET 
and Rugby REIT announce that the offer document ('Offer Document') containing 
the full terms of, and conditions to, the Offer is being posted to Rugby REIT 
Shareholders and (for information only) to ING UK RET shareholders today, 
together with the Form of Acceptance and the prospectus, which has today been 
approved by the UK Listing Authority, relating to the New ING UK RET Shares, the 
Exchangeable Preference Shares and the ZDP Shares to be issued in connection 
with the Offer (the 'Prospectus'). 
 
The Offer will initially remain open for acceptance until 1.00 p.m. (London 
time) on Wednesday, 12 May 2010. 
 
To accept the Offer in respect of Rugby REIT Shares held in certificated form, 
Rugby REIT Shareholders should complete, sign and return the Form of Acceptance 
which accompanies the Offer Document, together with their share certificate(s) 
or other relevant document(s) of title, in accordance with the instructions 
contained therein and set out in the Offer Document as soon as possible and, in 
any event, so as to be received by Computershare Investor Services PLC by post 
to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 
6AH or by hand (during normal business hours only) to Computershare Investor 
Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE by no later 
than 1.00 p.m. (London time) on Wednesday, 12 May 2010. 
 
To accept the Offer in respect of Rugby REIT Shares held in uncertificated form 
(that is, in CREST), Rugby REIT Shareholders should follow the procedure for 
electronic acceptance through CREST in accordance with the instructions set out 
in the Offer Document so that the TTE Instruction settles as soon as possible 
and, in any event, by no later than 1.00 p.m. (London time) on Wednesday, 12 May 
2010.  If Rugby REIT Shareholders hold their Shares as a CREST sponsored member, 
they should refer to their CREST sponsor as only their CREST sponsor will be 
able to send the necessary TTE Instruction to CREST. 
 
The Offer Document, the Form of Acceptance and the Prospectus will be available 
for inspection at the offices of Norton Rose LLP, 3 More London Riverside, 
London SE1 2AQ and at the offices of Carey Commercial Limited at 7 New Street, 
St Peter Port, Guernsey GY1 4BZ during normal business hours on any weekday 
(Saturdays, Sundays and public holidays excepted) until the end of the Offer 
Period. 
 
Copies of the Offer Document, the Form of Acceptance and the Prospectus are also 
available for inspection on ING UK RET's website at www.ingreit.co.uk and Rugby 
REIT's website at www.rugbyreit.co.uk while the Offer remains open for 
acceptance. 
 
Capitalised terms used but not defined in this announcement shall have the 
meaning given to them in the Offer Document. 
 
ENQUIRIES: 
ING UK RET 
Tel: [phone] 
Nicholas Thompson 
 
ING Real Estate Investment Management                     Tel: [phone] 
(Investment Manager) 
Michael Morris 
Helen Stott 
 
ING Corporate Finance                                                 Tel: 020 
7767 1000 
(Joint Financial Adviser to ING UK RET) 
William Marle 
John Denby 
 
J.P. Morgan Cazenove                                                  Tel: 020 
7588 2828 
(Sponsor and Joint Financial Adviser to ING UK RET) 
William Simmonds 
 
Financial Dynamics                                                       Tel: 
020 7269 7144/020 7269 7261 
(Financial PR, ING UK RET) 
Dido Laurimore 
Laurence Jones 
 
Northern Trust 
Tel: [phone] 
(Company Secretary, ING UK RET) 
David Sauvarin 
 
Rugby REIT 
Tel: [phone] 
Philip Kendall 
 
Hawkpoint Partners Limited                                          Tel: 020 
7665 4500 
(Financial Adviser to Rugby REIT) 
Ben Mingay 
Edward Arkus 
 
Collins Stewart Europe Limited                                    Tel: [phone] 
8350 
(Corporate Broker to Rugby REIT) 
Bruce Garrow 
 
Financial Dynamics                                                       Tel: 
020 7269 7238 
(Financial PR, Rugby REIT) 
Richard Sunderland 
Rachel Drysdale 
 
This announcement is not intended to, and does not, constitute or form any part 
of any offer, invitation or the solicitation of an offer to purchase, otherwise 
acquire or subscribe for, sell or otherwise dispose of, any securities or the 
solicitation of any vote or approval in any jurisdiction pursuant to this 
announcement or otherwise. The Offer will be made solely by means of the Offer 
Document, which will contain the full terms and conditions of the Offer, 
including details of how the Offer may be accepted; an advertisement to be 
published in the London Gazette; and (in respect of certificated Rugby REIT 
Shares only) the Form of Acceptance. Any acceptance or other response to the 
Offer should be made only on the basis of the information contained in the Offer 
Document, the Form of Acceptance (in the case of certificated Rugby REIT Shares) 
and the Prospectus.  Neither the New ING UK RET Ordinary Shares, the 
Exchangeable Preference Shares nor the ZDP Shares are being offered to the 
public by means of this announcement. 
ING Corporate Finance, which is authorised by the Dutch Central Bank, is acting 
exclusively as joint financial adviser to ING UK RET and IRET Securities and no 
one else in relation to the Offer and will not be responsible to anyone other 
than ING UK RET or IRET Securities for providing the protections afforded to 
clients of ING Corporate Finance nor for providing advice in relation to the 
Offer or any other matters referred to in this document. 
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. 
Morgan Cazenove, and is authorised and regulated in the United Kingdom by the 
Financial Services Authority is acting exclusively as joint financial adviser to 
ING UK RET and IRET Securities and no one else in connection with the Offer and 
will not be responsible to anyone other than ING UK RET and IRET Securities for 
providing the protections afforded to clients of J.P. Morgan plc nor for 
providing advice in connection with the Offer. 
Hawkpoint Partners Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting exclusively for Rugby 
REIT and no one else in connection with the Offer and will not be responsible to 
anyone other than Rugby REIT for providing the protections afforded to clients 
of Hawkpoint Partners Limited or for providing advice in relation to the Offer. 
Collins Stewart Europe Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting for Rugby REIT and no one 
else in connection with the matters referred to herein and will not be 
responsible to anyone other than Rugby REIT for providing the protections 
afforded to clients of Collins Stewart Europe Limited or for providing advice in 
relation to the Offer. 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom and the availability of the Offer to Rugby REIT 
Shareholders who are not resident in the United Kingdom, may be affected by the 
laws or regulations of relevant jurisdictions. Therefore any persons who are 
subject to the laws and regulations of any jurisdiction other than the United 
Kingdom, or Rugby REIT Shareholders who are not resident in the United Kingdom, 
will need to inform themselves about, and observe, any applicable requirements. 
This announcement has been prepared in accordance with English law, the City 
Code and the Disclosure and Transparency Rules and information disclosed may not 
be the same as that which would have been prepared in accordance with the laws 
of jurisdictions outside England. 
Unless otherwise determined by ING UK RET and IRET Securities or required by the 
City Code and permitted by applicable law and regulation, copies of this 
announcement are not being, and must not be, directly or indirectly, mailed, 
transmitted or otherwise forwarded or sent in, into or from the United States or 
any other Restricted Jurisdiction and persons receiving this announcement 
(including, without limitation, custodians, nominees and trustees) must not mail 
or otherwise forward, distribute or send it in, into or from any such 
jurisdiction. Any person (including, without limitation, any custodian, nominee 
and trustee) who would, or otherwise intends to, or who may have a contractual 
or legal obligation to, forward this announcement and/or any other related 
document to any jurisdiction outside the United Kingdom should inform themselves 
of, and observe, any applicable legal or regulatory requirements of their 
jurisdiction. 
In order to enable Rugby REIT Shareholders who elect for the New ING UK RET 
Ordinary Shares to obtain the benefit of rollover relief on the sale of their 
Rugby REIT Shares, any Rugby REIT Shareholder electing to receive New ING UK RET 
Ordinary Shares under the Share Offer will sell their Rugby REIT Shares to IRET 
Securities, which will issue them with Exchangeable Preference Shares.  These 
Exchangeable Preference Shares will immediately and automatically exchange on 
issue into New ING UK RET Ordinary Shares.  The Exchangeable Preference Shares 
will not be listed on any stock exchange. 
Neither the New ING UK RET Ordinary Shares, the Exchangeable Preference Shares 
nor the ZDP Shares to be issued in connection with the Offer have been, or will 
be, registered under the US Securities Act of 1933, as amended (the "US 
Securities Act") or under the securities laws of any state of the United States; 
the relevant clearances have not been, nor will they be, obtained from the 
securities commission of any province or territory of Canada; no Prospectus has 
been lodged with, or registered by, the Australian Securities and Investments 
Commission or the Japanese Ministry of Finance; and neither the New ING UK RET 
Ordinary Shares, the Exchangeable Preference Shares nor the ZDP Shares have 
been, or will they be, registered under or offered in compliance with applicable 
securities laws of any state, province, territory or jurisdiction of Canada, 
Japan or Australia. Accordingly, neither the New ING UK RET Ordinary Shares, the 
Exchangeable Preference Shares nor the ZDP Shares are being and may be (unless 
an exemption under relevant securities laws is applicable) offered, sold, resold 
or delivered, directly or indirectly, in or into the United States, Canada, 
Japan or Australia or any other jurisdiction if to do so would constitute a 
violation of the relevant laws of, or require registration thereof in, such 
jurisdiction or to, or for the account or benefit of, any United States, 
Canadian, Japanese or Australian person. 
Reduction of the Acceptance Condition 
The Offer is conditional, amongst other things, on valid acceptances being 
received (and not, where permitted, withdrawn) by Wednesday 12 May 2010 (or such 
later date as IRET Securities may, with the consent of the Panel or in 
accordance with the City Code, decide) in respect of not less than 90 per cent. 
in nominal value of the Rugby REIT Shares to which the Offer relates, or the 
voting rights attaching to those shares, or such lower percentage as IRET 
Securities may decide, provided that such condition will not be satisfied unless 
IRET Securities and/or any other members of the ING UK RET Group shall have 
acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Rugby 
REIT Shares carrying in aggregate more than 50 per cent. of the voting rights 
then normally exercisable at general meetings of Rugby REIT (the "Acceptance 
Condition"). The Offeror reserves the right to reduce the percentage of Rugby 
REIT Shares required to satisfy the Acceptance Condition at any time prior to 
all the Conditions being satisfied, fulfilled or, where permitted, waived. 
 
Dealing disclosure requirements 
 
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 Rugby REIT, ING UK RET or IRET 
Securities must make an Opening Position Disclosure following the commencement 
of the offer period and, if later, following the announcement in which any paper 
offeror 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) Rugby REIT (ii) ING UK RET and (iii) IRET 
Securities. An Opening Position Disclosure by a person to whom Rule 8.3(a) 
applies must be made by no later than 3.30 p.m. (London time) on the 10th 
Business Day following the commencement of the offer period and, if appropriate, 
by no later than 3.30 p.m. (London time) on the 10th Business Day following the 
announcement in which any paper offeror is first identified. Relevant persons 
who deal in the relevant securities of Rugby REIT, ING UK RET or IRET Securities 
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 Rugby REIT, ING UK RET 
or IRET Securities must make a Dealing Disclosure if the person deals in any 
relevant securities of Rugby REIT, ING UK RET or IRET Securities. 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) Rugby REIT (ii) ING UK RET and (iii) IRET Securities, 
save to the extent that these details have previously been disclosed under Rule 
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by 
no later than 3.30 p.m. (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 Rugby REIT, ING UK RET or IRET Securities, they will be deemed to 
be a single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by Rugby REIT, ING UK RET and 
IRET Securities and Dealing Disclosures must also be made by Rugby REIT, ING UK 
RET, IRET Securities and by any persons acting in concert with any of them (see 
Rules 8.1, 8.2 and 8.4). 
 
Details of Rugby REIT, ING UK RET and IRET Securities 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 ING UK RET or IRET 
Securities was first identified. If you are in any doubt as to whether you are 
required to make an Opening Position Disclosure or a Dealing Disclosure, you 
should contact the Panel's Market Surveillance Unit on [phone]. 
 
Publication on websites 
 
A copy of this announcement is available for inspection on ING UK RET's website 
at www.ingreit.co.uk and on Rugby REIT's website at www.rugbyreit.co.uk while 
the Offer remains open for acceptances. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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