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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Rugby Est It | LSE:RUGB | London | Ordinary Share | GB00B1VVM685 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 63.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
Hot Features
Premium
TIDMIRET TIDMRUGB
RNS Number : 2260K
ING UK Real Estate Income Trust Ltd
15 April 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM THE UNITED STATES, OR TO US PERSONS (AS DEFINED BY
REGULATION S), OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
15 April 2010
RECOMMENDED OFFER
by
IRET SECURITIES LIMITED
(a wholly owned subsidiary of ING UK Real Estate Income Trust Limited (ING UK
RET))
for
Rugby Estates Investment Trust plc
Summary and highlights
· The Boards of ING UK RET and Rugby REIT are pleased to announce that they
have reached agreement on the terms of a recommended offer to be made by IRET
Securities, a newly incorporated and wholly owned subsidiary of ING UK RET, to
acquire the entire issued share capital of Rugby REIT.
· Under the terms of the Offer, Rugby REIT Shareholders may elect to
receive:
+---------------------------------+---------------------------------+
| for each Rugby REIT Share | 1.206 New ING UK RET Ordinary |
| | Shares |
| | (valued at 68 pence at net |
| | asset value(note1) and 59.1 |
| | pence at current market |
| | value(note2)) |
+---------------------------------+---------------------------------+
| | |
| | or |
| | |
+---------------------------------+---------------------------------+
| | one ZDP Share |
| | (valued at approximately 65 |
| | pence(note3)) |
+---------------------------------+---------------------------------+
| | |
+---------------------------------+---------------------------------+
| | or |
+---------------------------------+---------------------------------+
| | |
+---------------------------------+---------------------------------+
| | 63 pence in cash |
+---------------------------------+---------------------------------+
Rugby REIT Shareholders may elect for any of the above options, or a combination
of any of the above, in respect of their holding of Rugby REIT Shares.
Key Highlights of the Offer
The Offer provides Rugby REIT Shareholders with a range of consideration
alternatives to suit their individual circumstances:
· the Share Offer provides Rugby REIT Shareholders with the opportunity to
own shares in ING UK RET which:
- pay a current dividend yield of 7.1 per cent (note4);
- offer greater secondary market liquidity compared to Rugby REIT Shares; and
- provide exposure to a larger and more diversified property portfolio than a
shareholding in Rugby REIT.
· the ZDP Alternative offers Rugby REIT Shareholders:
- a final entitlement payable in cash on 31 October 2012 of approximately
77(note5) pence; and
- an annualised return of 6.875 per cent currently taxed for UK resident
individuals as capital gain (at 18 per cent) rather than as income (up to 50 per
cent)(note6). The ZDP Share offers a gross yield premium of 5.4 per cent over a
comparably dated UK Gilt as at 14 April 2010.
· the Cash Alternative enables Rugby REIT Shareholders to realise their
investment immediately at a significant premium to both the Rugby REIT share
price prior to the announcement of merger talks between Rugby REIT and ING UK
RET and to the previous offer for Rugby REIT.
For all Rugby REIT Shareholders, irrespective of their choice of consideration,
the Offer represents:
· a faster exit from their investment in Rugby REIT with greater certainty
as to quantum and timing of cash and/or liquid securities than if Rugby REIT's
portfolio was to be realised in an orderly manner; and
· the opportunity to select a form, or forms, of consideration most
appropriate to their individual requirements and tax planning considerations.
The Rugby REIT Directors have agreed unanimously to recommend the Offer.
Irrevocable Undertakings
· ING UK RET has secured irrevocable undertakings to accept the Offer in
respect of a total of 26,195,454 Rugby REIT Shares, representing approximately
44.4 per cent of the existing issued share capital of Rugby REIT.
· included within the above: Laxey Partners has irrevocably undertaken to
accept the Offer in respect of its holding of 21,025,254 Rugby REIT Shares,
representing approximately 35.7 per cent of the existing issued share capital of
Rugby REIT; Rugby CGLP Limited has irrevocably undertaken to accept the Offer in
respect of its holding of 4,990,200 Rugby REIT Shares, representing
approximately 8.5 per cent of the existing issued share capital of Rugby REIT;
and the Directors of Rugby REIT have irrevocably undertaken to accept the Offer
in respect of their combined holding of 180,000 Rugby REIT Shares, representing
approximately 0.3 per cent of the existing issued share capital of Rugby REIT.
Summary table of Offer premia
The Offer represents the following premia to Rugby REIT's share price:
+------------------------------+---------+---------+-------------+-------------+
| | Share | Share | ZDP | Cash |
| | Offer | Offer | Alternative | Alternative |
| | - Net | - | | |
| | Asset | Market | | |
| | Value | Value | | |
| | (note1) | (note2) | | |
+------------------------------+---------+---------+-------------+-------------+
| Offer basis | 68.0p | 59.1p | 65.0p | 63.0p |
+------------------------------+---------+---------+-------------+-------------+
| Premium to: | | | | |
+------------------------------+---------+---------+-------------+-------------+
| Terra Offer(note7) | 65.9% | 44.1% | 58.5% | 53.7% |
+------------------------------+---------+---------+-------------+-------------+
| Pre merger talks | 38.1% | 20.0% | 32.0% | 27.9% |
| announcement price(note8) | | | | |
+------------------------------+---------+---------+-------------+-------------+
| Last practicable price prior | 23.6% | 7.5% | 18.2% | 14.5% |
| to publication(note9) | | | | |
+------------------------------+---------+---------+-------------+-------------+
Offer Conditions
· the Offer is conditional upon, amongst other things: (i) valid
acceptances being received (and not, where permitted, withdrawn) in respect of
more than 90 per cent in nominal value of Rugby REIT Shares to which the Offer
relates (or such lesser percentage as IRET Securities may, in its sole
discretion decide, provided such percentage exceeds 50 per cent of the voting
rights then normally exercisable at a general meeting of Rugby REIT); and (ii)
Admission of the New ING UK RET Ordinary Shares.
Commenting on the Offer, Nicholas Thompson, Chairman of ING UK RET, said:
"We believe this represents a compelling transaction for both our own
shareholders and those of Rugby REIT.
The Offer has been structured to ensure Rugby REIT Shareholders have been
provided with a range of alternatives to suit their own objectives. It provides
those who take up the Share Offer with access to a combined portfolio which we
believe will continue to deliver strong income and a fully covered dividend.
Alternatively, we have provided the option of an immediate cash exit, as well as
an innovative form of consideration through the issue of ZDP Shares, which we
believe offers an attractive coupon and tax planning advantages to certain
shareholders.
Furthermore, the Offer also removes the considerable risk of deliverability from
Rugby REIT's stated alternative, which is portfolio run off, whilst offering
Rugby REIT Shareholders the opportunity to remain invested in a good quality UK
commercial property portfolio, should they so wish."
Commenting on the Offer, Philip Kendall, Chairman of Rugby REIT, said:
"We believe the Offer provides Rugby REIT Shareholders with the benefit of a
choice of consideration at a premium to the current Rugby REIT share price. As
part of our strategic review announced late last year, we concluded that the
interests of Rugby REIT Shareholders would be best served by either an orderly
disposal of the portfolio or a sale to another group. The Rugby REIT Board has
carefully considered an orderly disposal of the portfolio, however we have
concluded that the certainty of value and choice of consideration provided by
ING UK RET's Offer delivers a more attractive alternative for Rugby REIT
Shareholders."
This summary should be read in conjunction with, and is subject to, the full
text of the following announcement. The conditions to which the Offer will be
subject and certain further terms of the Offer are set out in Appendix I to this
announcement. The bases and sources of certain financial information contained
in this announcement, together with summary information regarding the
irrevocable undertakings provided by the Rugby REIT Directors and certain Rugby
REIT Shareholders in connection with the Offer, are set out in Appendix II of
this announcement. Appendix III contains a valuation letter from King Sturge LLP
with regard to ING RET's property portfolio. Appendix IV contains definitions of
certain expressions and terms used in this summary and the following
announcement.
Notes
1 Based on the value of 1.206 ING UK RET Ordinary Shares and the 31 March
2010 net asset value of 56.4 pence per ING UK RET Ordinary Share.
2 Based on the value of 1.206 ING UK RET Ordinary Shares and the Closing
Price of 49 pence on 14 April 2010, the latest practicable date prior this
announcement.
3 Approximate value of ZDP Share estimated by J.P. Morgan Cazenove on 15
April 2010.
4 Based on an annualised dividend calculated from the dividend announced
on 15 April 2010 for the first quarter 2010 of 1 pence per ING UK RET Ordinary
Share and the issue price of ING UK RET Ordinary Shares (56.4 pence).
5 The exact term of the ZDP Shares and thus the final entitlement will
depend on the date the ZDP Shares are issued. For example, an issue date of 17
May 2010 would result in a final capital entitlement of 76.6 pence (based on the
issue price of 65 pence, the gross redemption yield of 6.875 per cent and the
maturity date of 31 October 2012).
6 Rugby REIT Shareholders who are subject to UK corporation tax should
refer to the paragraph titled "United Kingdom taxation" in Part 2 of the Offer
Document.
7 The Offer of 41 pence per Rugby REIT Share made by Terra Investments
Limited on 13 October 2009.
8 The Closing Price of 49.25 pence per Rugby REIT Share on 12 February
2010 (the latest practicable date prior to the announcement that ING UK RET and
Rugby REIT were in merger discussions and the commencement of the Offer Period).
9 The Closing Price of 55 pence per Rugby REIT Share on 14 April 2010
(the latest practicable date prior to the date of this announcement).
ENQUIRIES
ING UK RET
Tel: 020 7767 5648
Nicholas Thompson
ING Real Estate Investment Management Tel: 020 7767 5648
(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: 01481 745 529
(Company Secretary, ING UK RET)
David Sauvarin
Rugby REIT
Tel: 07710 060 714
Philip Kendall
Hawkpoint Partners Limited Tel: 020 7665 4500
(Financial Adviser to Rugby REIT)
Ben Mingay
Edward Arkus
Collins Stewart Europe Limited Tel: 020 7523
8350
(Corporate Broker to Rugby REIT)
Bruce Garrow
Financial Dynamics Tel:
020 7269 7238
(Financial PR, Rugby REIT)
Richard Sunderland
Rachel Drysdale
Notes to editors
ING UK Real Estate Income Trust Limited:
ING UK Real Estate Income Trust Limited ("ING UK RET") is a closed-ended
investment company which is domiciled and incorporated in Guernsey and listed on
the London & Channel Islands Stock Exchanges which invests in commercial
property throughout the UK through its subsidiary undertakings.
ING UK RET's property portfolio is managed by ING Real Estate Investment
Management (UK) Limited, a member of the ING Group and one of the UK's leading
property asset managers with approximately GBP5 billion of property assets under
management.
As at 31 March 2010, the ING UK RET Group had a property portfolio of GBP352.4
million and net assets of GBP186.3 million (equivalent to 56.4 pence per ING UK
RET Ordinary Share).
Entities controlled by ING Group own approximately 3 per cent of the share
capital of ING UK RET, although, for avoidance of doubt, ING UK RET is not part
of the ING Group.
Rugby Estates Investment Trust plc:
Rugby Estates Investment Trust plc ("Rugby REIT") is a public limited company
established to take advantage of the REIT regime in the UK. Rugby REIT Shares
have been admitted to the Official List of the UK Listing Authority since 15 May
2007.
Rugby REIT's investment objective is to assemble and manage a portfolio of
investment properties in the UK, principally through the acquisition of
privately owned property investment companies.
Investor presentation
There will be an analyst meeting this morning at 8.30 a.m. at the offices of
J.P. Morgan Cazenove, 20 Moorgate, London, EC2R 6DA. There will also be a live
conference call facility. Please contact Dido Laurimore or Laurence Jones at
Financial Dynamics for full details. A copy of the presentation will be made
available on the Company's website: www.ingreit.co.uk.
Further information
This announcement will be available on ING UK RET and Rugby REIT's websites by
no later than 12 noon (London time) on 15 April 2010 at www.ingreit.co.uk and
www.rugbyreit.co.uk respectively.
Further information on the Offer, each of IRET Securities, ING UK RET and Rugby
REIT and the expected timetable of principal events will be set out in the Offer
Document and the Prospectus to be published by ING UK RET and IRET Securities in
due course. The Offer Document, the Prospectus and (in the case of Rugby REIT
Shares held in certificated form) the Form of Acceptance will be posted to Rugby
REIT Shareholders as soon as practicable and, in any event, except with the
consent of the Panel, within 28 days of this announcement, other than in
relation to a Restricted Jurisdiction.
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. Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
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, an advertisement to be published in the London Gazette and the Form of
Acceptance (in respect of certificated Rugby REIT Shares), which will contain
the full terms and conditions of the Offer, including details of how the Offer
may be accepted. 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
which are proposed to be published and/or posted to Rugby REIT Shareholders in
due course. Neither the New ING UK RET Ordinary Shares nor the ZDP Shares are
being offered to the public by means of this announcement.
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.
The Offer may provide that Exchangeable Preference Shares, New ING UK RET
Ordinary Shares or ZDP Shares which would otherwise be issued to an accepting
Rugby REIT Shareholder resident in a Restricted Jurisdiction may be sold, and
the net proceeds of sale remitted to the accepting Rugby REIT Shareholder.
ING UK RET and IRET Securities reserve the right to elect, with the agreement of
Rugby REIT and the consent of the Panel (where necessary) to implement the
Acquisition by way of a court-approved scheme of arrangement in accordance with
Part 26 of the Companies Act. In such event, the Acquisition will be
implemented on substantially the same terms, subject to appropriate amendments,
as those which would apply to the Offer.
Forward looking statements
This announcement, including information included in this announcement, contains
statements about the Offer, Rugby REIT, IRET Securities and ING UK RET that are
or may be forward looking statements. All statements other than statements of
historical facts included in this document 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', or words or terms of similar
substance or the negative thereof identify forward-looking statements.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the expansion
and growth of Rugby REIT's, ING UK RET's or IRET Securities' operations.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Rugby REIT, ING UK RET or IRET
Securities. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of any such person, or industry results, to be materially
different from any results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date they were made. All subsequent oral or written
forward-looking statements attributable to Rugby REIT, ING UK RET or IRET
Securities or any of their members or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above. All
forward-looking statements included in this announcement are based on
information available to the relevant parties on the date hereof. Investors
should not place undue reliance on such forward-looking statements, and neither
Rugby REIT, ING UK RET or IRET Securities nor their respective directors
undertakes any obligation in respect of, and do not intend to update or revise
any forward-looking statements except as required by the City Code or pursuant
to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Rugby REIT, IRET Securities or ING UK RET all
"dealings" in any "relevant securities" of that company (including by means of
an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m. on the
Business Day following the date of the relevant transaction. This requirement
will continue until the date on which the Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Rugby REIT, IRET Securities or ING UK
RET, they will be deemed to be a single person for the purpose of Rule 8.3 of
the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Rugby REIT, IRET Securities or ING UK RET by Rugby REIT, IRET
Securities or ING UK RET or by any of their respective "associates", must be
disclosed by no later than 12.00 noon on the business day following the date of
the relevant transaction (unless the "dealing" is for discretionary clients and
the associate is an "exempt fund manager" in which case the "dealing" must be
privately disclosed in accordance with Notes 4(b) and 5(b) to Rule 8 of the City
Code).
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
consult the Panel.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM THE UNITED STATES, OR TO US PERSONS (AS DEFINED BY
REGULATION S), OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE A VIOLATION OF
THE RELEVANT LAWS OF SUCH JURISDICTION
15 April 2010
RECOMMENDED OFFER
by
IRET SECURITIES LIMITED
(a wholly owned subsidiary of ING UK Real Estate Income Trust Limited (ING UK
RET))
for
Rugby Estates Investment Trust plc
1 Introduction
The boards of ING UK RET and Rugby REIT are pleased to announce the terms of a
recommended offer to be made by IRET Securities, a newly incorporated and wholly
owned subsidiary of ING UK RET, to acquire the entire issued ordinary share
capital of Rugby REIT.
This follows the mandatory cash offer of 41 pence per Rugby REIT Share made by
Terra Investments Limited on 3 November 2009. The Terra Offer was not
recommended by the Rugby REIT Board and lapsed on 24 November 2009.
2 The Offer
The Offer, which comprises the Share Offer, the ZDP Alternative and the Cash
Alternative, will be subject to the conditions set out in Appendix I to this
announcement and to the conditions and further terms to be set out in the Offer
Document and, in the case of Rugby REIT Shares held in certificated form, the
Form of Acceptance, will be made by IRET Securities on the following basis:
+---------------------------------+---------------------------------+
| for each Rugby REIT Share | 1.206 New ING UK RET Ordinary |
| | Shares |
| | (valued at 68 pence at net |
| | asset value(note1) and 59.1 |
| | pence at current market |
| | value(note2)) |
+---------------------------------+---------------------------------+
| | |
| | or |
| | |
+---------------------------------+---------------------------------+
| | one ZDP Share |
| | (valued at approximately 65 |
| | pence(note3)) |
+---------------------------------+---------------------------------+
| | |
+---------------------------------+---------------------------------+
| | or |
+---------------------------------+---------------------------------+
| | |
+---------------------------------+---------------------------------+
| | 63 pence in cash |
+---------------------------------+---------------------------------+
It is intended that Rugby REIT Shareholders will be able to elect for any of the
above options or a combination of any of the above in respect of their holdings
of Rugby REIT Shares.
The Offer is conditional upon, amongst other things: (i) valid acceptances being
received (and not, where permitted, withdrawn) in respect of more than 90 per
cent in nominal value of Rugby REIT Shares to which the Offer relates (or such
lesser percentage as IRET Securities may, in its sole discretion decide,
provided such percentage exceeds 50 per cent of the voting rights then normally
exercisable at a general meeting of Rugby REIT); and (ii) Admission of the New
ING UK RET Ordinary Shares. Please see Appendix I to this announcement for
further details of the conditions relating to the Offer.
Fractions of a New ING UK RET Ordinary Share will not be allotted or issued
pursuant to the Offer.
2.1 The Share Offer
The Share Offer values each Rugby REIT Share for the purposes of the Offer at 68
pence and the existing issued and to be issued share capital of Rugby REIT at
approximately GBP40.1 million, based on the net asset value of a ING UK RET
Ordinary Share of 56.4 pence as at 31 March 2010 (being the latest published ING
UK RET net asset value prior to this announcement, the "ING UK RET March NAV")
and assuming the Share Offer is fully taken up.
The Share Offer provides Rugby REIT Shareholders with the opportunity to own
shares in ING UK RET which:
· pay a current dividend yield of 7.1 per cent(note4);
· offer greater secondary market liquidity compared to Rugby REIT Shares;
and
· provide exposure to a larger and more diversified property portfolio than
is possible with a shareholding in Rugby REIT.
Based on the ING UK RET March NAV, the Share Offer represents a premium of:
· 65.9 per cent over the Terra Offer(note5);
· 38.1 per cent over the Rugby REIT Closing Price on the last business day
before the announcement of the merger talks(note6); and
· 23.6 per cent over the Rugby REIT 14 April 2010 Closing Price(note7).
Rugby REIT Shareholders should note that the value of each New ING UK RET
Ordinary Share for the purposes of the Offer will be the net asset value of an
ING UK RET Ordinary Share as at 31 March 2010. This may differ from the market
price of an ING UK RET Ordinary Share which may vary from day to day. Based
upon the Closing Price of ING UK RET's Ordinary Shares of 49 pence on 14 April
2010 (being the latest practical business day prior to the Announcement), the
Share Offer values each Rugby REIT Share for the purposes of the Offer at 59.1
pence and represents a premium of:
· 44.1 per cent over the Terra Offer(note5);
· 20.0 per cent over the Rugby REIT Closing Price on the last business day
before the announcement of the merger talks(note6); and
· 7.5 per cent over Rugby REIT 14 April 2010 Closing Price(note7).
The New ING UK RET Ordinary Shares will rank pari passu with the Existing ING UK
RET Ordinary Shares, including in respect of all dividends made, paid or
declared by reference to a record date falling after Admission. The New ING UK
RET Ordinary Shares shall not have any entitlement to the dividend of 1 pence
per share declared by ING UK RET on 15 April 2010.
IRET Securities has been incorporated as the acquisition vehicle for the ING UK
RET Group. In order to enable Rugby REIT Shareholders to obtain the benefit of
rollover relief on the sale of their Rugby REIT Shares (so that the exchange of
their Rugby REIT Shares under the Share Offer is not treated as a disposal for
UK tax purposes), any Rugby REIT Shareholders electing to receive New ING UK RET
Ordinary Shares under the Share Offer will sell their Rugby REIT Shares to IRET
Securities which will in turn 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.
Rugby REIT Shareholders will not have the option of holding Exchangeable
Preference Shares instead of exchanging them for New ING UK RET Ordinary Shares.
The Exchangeable Preference Shares will not be transferable to any person other
than ING UK RET or a member of the ING UK RET Group. Further details of the
Exchangeable Preference Shares will be set out in the Offer Document and the
Prospectus.
2.2 The ZDP Alternative
The ZDP Alternative values each Rugby REIT Share for the purposes of the Offer
at approximately 65 pence and the existing issued share capital of Rugby REIT at
approximately GBP38.3 million assuming the ZDP Alternative is fully taken up.
The ZDP Shares represent a new class of security to be issued by IRET Securities
which will offer Rugby REIT Shareholders the opportunity to realise a fixed cash
amount on 31 October 2012, some 2.5 years from the date of their issue. Further
information on the ZDP Shares is set out below.
The ZDP Alternative represents a premium of:
· 58.5 per cent over the Terra Offer(note5);
· 32.0 per cent over the Rugby REIT Closing Price on the last business day
before the announcement of the merger talks(note6); and
· 18.2 per cent over the Rugby REIT 14 April 2010 Closing Price(note7);
The ZDP Shares offer an annualised return of 6.875 per cent currently taxed, for
UK resident individuals, as capital gains (at 18 per cent) rather than as income
(up to 50 per cent)(note8). They also offer a gross yield premium of 5.4 per
cent over a comparably dated UK Gilt as at 14 April 2010.
The ZDP Alternative will remain open until 1.00 p.m. on the first closing date
of the Offer when it will close (assuming the Offer is not unconditional as to
acceptances on this date) unless IRET Securities agrees to extend it. The ZDP
Alternative will lapse if the Offer lapses or expires. If the ZDP Alternative
closes, IRET Securities reserves the right to re-introduce a ZDP Alternative at
its discretion, subject to the provisions of the City Code. Further details of
the ZDP Shares will be set out in the Offer Document and the Prospectus.
2.3 The Cash Alternative
The Cash Alternative values each Rugby REIT Share at 63 pence and the existing
issued share capital of Rugby REIT at approximately GBP37.1 million assuming the
Cash Alternative were to be fully taken up.
The Cash Alternative represents a premium of:
· 53.7 per cent over the Terra Offer(note5);
· 27.9 per cent over the Rugby REIT Closing Price on the last business day
before the announcement of the merger talks(note6); and
· 14.5 per cent over the Rugby REIT 14 April 2010 Closing Price(note7).
The Cash Alternative will remain open until 1.00 p.m. on the first closing date
of the Offer when it will close unless IRET Securities agrees to extend it. The
Cash Alternative will lapse if the Offer lapses or expires. If the Cash
Alternative closes, IRET Securities reserves the right to re-introduce a cash
alternative at its discretion, subject to the provisions of the City Code.
Summary table of Offer premia
+------------------------------+---------+---------+-------------+-------------+
| | Share | Share | ZDP | Cash |
| | Offer | Offer | Alternative | Alternative |
| | - Net | - | | |
| | Asset | Market | | |
| | Value | Value | | |
| | (note1) | (note2) | | |
+------------------------------+---------+---------+-------------+-------------+
| Offer basis | 68.0p | 59.1p | 65.0p | 63.0p |
+------------------------------+---------+---------+-------------+-------------+
| Premium to: | | | | |
+------------------------------+---------+---------+-------------+-------------+
| Terra Offer(note5) | 65.9% | 44.1% | 58.5% | 53.7% |
+------------------------------+---------+---------+-------------+-------------+
| Pre merger talks | 38.1% | 20.0% | 32.0% | 27.9% |
| announcement price(note6) | | | | |
+------------------------------+---------+---------+-------------+-------------+
| Last practicable price prior | 23.6% | 7.5% | 18.2% | 14.5% |
| to publication(note7) | | | | |
+------------------------------+---------+---------+-------------+-------------+
3 The ZDP Shares
The ZDP Shares will have an entitlement to receive a fixed cash amount on 31
October 2012 but will carry no entitlement to any dividends or income
distributions during their existence. The ZDP Shares do not carry the right to
vote at general meetings of IRET Securities, although they carry the right to
vote as a class on certain proposals which would be likely to materially affect
their position.
The ZDP Shares will be issued at a price of 65 pence per share and additional
capital will accrue on a daily basis from the date of first issue of any ZDP
Shares at the equivalent of 6.875 per cent per annum until the ZDP Repayment
Date, resulting in a final capital entitlement per ZDP Share on maturity of
approximately 77 pence(note9). In the event of a winding-up of IRET Securities,
the capital entitlement of the ZDP Shares (except for any undistributed revenue
profits) will rank ahead of the Exchangeable Preference Shares and IRET
Securities' Ordinary Shares but behind IRET Securities' other creditors. The
ING UK RET Group's assets are held in subsidiary undertakings of ING UK RET and
the ZDP Shares will effectively rank behind the borrowings and other liabilities
of such subsidiary undertakings. ING UK RET has agreed to support IRET
Securities' obligations and has agreed to certain protections to ensure that ING
UK RET does not make distributions or returns of capital without retaining
sufficient capital to meet its obligations. Details of the ZDP Shares and these
protections will be set out in the Offer Document and the Prospectus.
It is IRET Securities' intention to seek to obtain a listing of the ZDP Shares
on the London Stock Exchange's main market for listed securities on the date of
Admission of the New ING UK RET Ordinary Shares. However, Rugby REIT
Shareholders should be aware that, depending on the elections made by Rugby REIT
Shareholders accepting the Offer, there may not be a sufficient number of ZDP
Shares in public hands for a listing of the ZDP Shares to be achieved on the
date of Admission of the New ING UK RET Ordinary Shares. Should this be the
case, IRET Securities will use its reasonable endeavours to procure a listing of
the ZDP Shares on the London Stock Exchange after Admission of the New ING UK
RET Ordinary Shares, assuming a sufficient number of ZDP Shares are held in
public hands at the relevant time. Similarly, if the ZDP Shares are listed, but
the number of shares in public hands falls below the requisite threshold, the
listing may not be capable of being maintained.
In addition to seeking a listing of the ZDP Shares on the London Stock Exchange,
IRET Securities will also seek to obtain a listing of the ZDP Shares on the
Channel Islands Stock Exchange. Rugby REIT Shareholders should be aware that
the Channel Islands Stock Exchange also has a requirement that a certain number
of ZDP Shares are held in public hands and that it may not be possible to obtain
such a listing, or, if a listing is obtained, to maintain such a listing, for
the same reasons set out above.
Neither the Offer, nor the issue of the ZDP Shares pursuant to the Offer, is
conditional on the ZDP Shares being listed on the London Stock Exchange's main
market for listed securities or any other securities exchange.
In addition to seeking a listing of the ZDP Shares on the London Stock Exchange,
IRET Securities will also seek to arrange for the ZDP Shares to be able to be
traded and settled through CREST. This settlement arrangement is not conditional
on the ZDP shares being listed on the Channel Islands Stock Exchange or the
London Stock Exchange.
Details of the conditions and certain further terms of the Offer are set out
below and in Appendix I to this announcement. The expected timetable of
principal events will be set out in the Prospectus. The Offer Document, the
Prospectus and the Form of Acceptance will, except with the consent of the
Panel, be posted within 28 days of this Announcement.
4 Background to and reasons for the Offer
ING UK RET's investment objective is to provide its shareholders with an
attractive level of income together with the potential for capital growth from
investing in a diversified portfolio of UK commercial real estate assets.
Since August 2009 the underlying market has seen signs of price stability and
the ING UK RET Directors and ING REIM now wish to take advantage of the
acquisition opportunities emerging in the UK real estate market and have
identified Rugby REIT as an attractive opportunity. The ING UK RET Board
believes that the combination of Rugby REIT's portfolio of assets, the proposed
financing of the acquisition and ING UK RET's lower cost base will provide ING
UK RET Shareholders (including Rugby REIT Shareholders who elect for the Share
Offer) with scope for attractive returns. The Rugby REIT portfolio also
contains a number of smaller assets that ING UK RET is likely to dispose of in
the short to medium term with an expectation that the sale proceeds will be used
to further reduce the ING UK RET Group's indebtedness and reinvested in assets
that ING REIM believes would add value to ING UK RET's enlarged property
portfolio. For those Rugby REIT Shareholders who do not wish to remain invested
in the UK property market, the Offer represents a route to realising a value
which represents a significant premium to the market value of their Rugby REIT
Shares prior to the announcement that Rugby REIT and ING UK RET were in merger
discussions.
The ING UK RET Directors believe that the acquisition of Rugby REIT will provide
ING UK RET with the following benefits:
· an increase in ING UK RET's retail and industrial exposure and a further
increase in ING UK RET's exposure to Central London and South East England;
· opportunities for active management of Rugby REIT's portfolio;
· the opportunity to realise value from the Rugby REIT portfolio through
selective asset disposals where there is limited scope for management to add
value; and
· operational flexibility.
5 Background to and reasons for recommending the Offer
Rugby REIT was admitted to the London Stock Exchange in May 2007 to take
advantage of the UK's new real estate investment trust regime. The purpose of
the company was to assemble a portfolio of investment properties in the UK
principally via the acquisition of privately owned property companies.
The tax status of Rugby REIT as a real estate investment trust (REIT) was
intended to enable Rugby REIT to acquire property companies with latent tax
liabilities and extinguish those liabilities on payment to HMRC of an entry
charge of 2 per cent of the market value of the acquired properties, thereby
allowing Rugby REIT to acquire these companies without having to provide in full
for those latent tax liabilities.
At the time of its incorporation in May 2007, the prospects for UK property
seemed attractive, and it was anticipated that REIT status would give Rugby REIT
an advantage over other potential acquirers of private property companies.
Indeed, during the remainder of 2007, Rugby REIT acquired three private property
companies for a mixture of consideration including shares, loan notes and cash.
The assets within the companies acquired were well spread and the great majority
situated in attractive locations with good covenants, and with positive growth
potential. However, towards the end of 2007, the UK property market began to
face declines in investment values, with declines accelerating substantially
during 2008. Between January 2008 and June 2009, UK commercial property values
fell by approximately 35 per cent and this decline significantly eroded Rugby
REIT's ability to grow via such acquisitions. As a result Rugby REIT has
remained relatively small and its shares relatively illiquid.
The significant falls in commercial property values detailed above have also
prevented Rugby REIT from paying a dividend. Despite the increase in the value
of the Group's property portfolio in 2009, the valuation reductions of 2008 have
not been fully recovered and as at 31 December 2009, deficits remained on the
distributable reserves of Rugby REIT and the Rugby REIT Group. Under UK Company
law, Rugby REIT will be unable to pay a dividend, or make any other
distributable payments to shareholders, until such time as the deficit on the
Company's distributable reserves has been made good (by way of a successful
capital reduction exercise or otherwise).
As a result of these and other factors, Rugby REIT's share price has traded at a
significant discount to Rugby REIT's latest published net asset value. This
discount ranged from 31 per cent to 63 per cent during the period 1 January 2009
to 12 October 2009.
On 13 October 2009, Terra Investments Limited announced that it had acquired
Rugby REIT Shares to take its holding (when aggregated with those of its joint
offerors and persons acting in concert with them) to 35.67 per cent of Rugby
REIT's issued share capital, thereby triggering a mandatory offer under Rule 9
of the City Code for Rugby REIT at 41 pence per share (the "Terra Offer"). This
offer was not recommended by the Board of Rugby REIT, was not accepted by the
required percentage of shareholders and lapsed in November 2009.
The Board of Rugby REIT commenced a strategic review in late 2009, and concluded
that a near term exit should be explored in order to maximise value for Rugby
REIT Shareholders.
On 30 March 2010, the Board of Rugby REIT announced net asset value per Rugby
REIT Share of 79 pence as at 31 December 2009. Based on this latest announced
net asset value per Rugby REIT Share, an orderly disposal of the portfolio might
have been expected to deliver more value for Rugby REIT Shareholders. However,
in recommending ING UK RET's Offer the Rugby REIT Board also considered:
· the inherent uncertainty as to the valuations that might have been
achieved had an orderly disposal of Rugby REIT's property portfolio been
pursued;
· the risk exposure to changes in market conditions during the
disposal period;
· the likely delayed receipt of any resultant proceeds; and
· the optionality presented by the Offer, comprising New ING UK RET
Ordinary Shares, deferred cash consideration delivered via an issue of ZDP
Shares, or immediate cash which enables Rugby REIT Shareholders to choose the
most appropriate form, or forms, of consideration to suit their individual
requirements and tax planning considerations.
As such, the Board of Rugby REIT has agreed to unanimously recommend that Rugby
REIT Shareholders accept the Offer, as further described in paragraph 11 of this
announcement.
ING UK RET has secured irrevocable undertakings in respect of a total of
26,195,454 Rugby REIT Shares, representing approximately 44.4 per cent of the
existing issued share capital of Rugby REIT.
6 Information on IRET Securities and ING UK RET
IRET Securities is a newly-incorporated company which has been formed for the
purposes of making the Offer. IRET Securities is a wholly-owned subsidiary of
ING UK RET. IRET Securities has not traded since its date of incorporation nor
has it entered into any obligations other than in connection with the Offer and
the financing of the Offer. The directors of IRET Securities are the directors
of ING UK RET.
ING UK RET is a closed-ended investment company which is domiciled and
incorporated in Guernsey and listed on the London Stock Exchange's main market
for listed securities and the Channel Islands Stock Exchange. The Company is
managed by ING Real Estate Investment Management (UK) Limited, a member of the
ING Group and one of the UK's leading property asset managers with approximately
GBP5 billion under management.
ING UK RET's investment objective is to provide its shareholders with an
attractive level of income together with the potential for capital growth from
directly or indirectly investing in a diversified portfolio of UK property,
covering five commercial property sectors: office, retail, retail warehousing,
industrial and leisure. The ING UK RET Group may also invest in other property
funds. The ING UK RET Group's property portfolio is diversified by both
geography and sector. Further details of the ING UK RET Group's property
portfolio will be set out in the Prospectus.
ING UK RET is proposing, subject to the approval of its shareholders at its next
annual general meeting, to amend its investment policy to broaden the range of
property related assets that the ING UK RET Group may invest in so as to
include, subject to certain specified limitations, the debt securities issued by
real estate companies and to allow the ING UK RET Group to make use of real
estate derivatives. Further details of these proposed changes will be described
more fully in the Prospectus.
As at 31 March 2010, the ING UK RET Group had a property portfolio of GBP352.4
million and net assets of GBP186.3 million (equivalent to 56.4 pence per ING UK
RET Ordinary Share). Further details of the financial position of the ING UK
RET Group will be set out in the Offer Document and the Prospectus.
7 Information on Rugby REIT
Rugby REIT is a public limited company established to take advantage of the real
estate investment trust regime in the UK. Rugby REIT Shares have been admitted
to the Official List of the UK Listing Authority since 15 May 2007.
Rugby REIT's investment objective is to assemble and manage a portfolio of
investment properties in the UK, principally through the acquisition of
privately owned property investment companies.
Rugby REIT is advised by Rugby Asset Management Limited in relation to the
acquisition of property investments. RAM also advises Rugby REIT on the
development, management and disposal of its property portfolio.
As at 31 December 2009, Rugby REIT had a property portfolio valued at GBP68.3
million and net assets of GBP46.8 million, equivalent to 79 pence per Rugby REIT
Share. Further details of the financial position of Rugby REIT will be set out
in the Offer Document and the Prospectus.
8 Current trading and prospects of Rugby REIT
On 30 March 2010, Rugby REIT announced its preliminary results for the year to
31 December 2009. Extracts from these results are set out below.
During the year the UK economy was in recession and in the first half of the
year UK commercial property values continued to fall before rallying strongly in
the final months of 2009. Given the economic and market conditions, Rugby REIT
did not make any corporate or property acquisitions during the period, although
some limited property disposals were made. The Group's property portfolio
performed well in comparison to the sector generally.
The property portfolio was valued as at 31 December 2009 at GBP68.3 million (31
December 2008: GBP60.3 million). The like for like increase in valuation,
including increases realised on disposal, was GBP8.6 million. This takes into
account property disposals which realised GBP0.7 million and capital expenditure
on properties during the year of GBP0.1 million. Principally as a result of the
increase in the property valuations, net asset value per Rugby REIT Share as at
31 December 2009 was 79 pence, compared with 64 pence as at 31 December 2008
(representing an increase of 23 per cent).
The result for the period was an after tax profit of GBP9.3 million (prior
period from 7 January 2008 to 31 December 2008: GBP20.1 million loss). This
comprised profit arising from recurring items ("revenue profit") of GBP1.2
million (prior period GBP1.2 million), property gains of GBP8.6 million (prior
period GBP20.8 million loss), costs associated with the Terra Offer of GBP0.6
million (prior period nil) and other net gains of GBP0.1 million (prior period
GBP0.5 million loss).
9 ING UK RET's current trading and prospects for the Enlarged Group
As Rugby REIT Shareholders are aware, the UK property market experienced a
significant decline in values from mid 2007 to the latter part of 2009. The peak
to trough decline in the IPD Quarterly Index was over 42 per cent and reached a
floor in June 2009. The market experienced a recovery in the second half of 2009
and values grew by 9.8 per cent in the second half of the year, primarily driven
by yield compression as investors were attracted by the repricing of the sector.
Consistent with the UK market as a whole, after the significant falls in the
value of the ING UK RET Group's portfolio over the two year period to 30 June
2009, a degree of stability was witnessed in the second half of 2009 with the
portfolio value recovering. During the six months to 31 December 2009, the ING
UK RET Group's portfolio rose 6.9 per cent in value which translated into a 12
per cent increase in ING UK RET's NAV per share over the same period. This
growth in commercial real estate values has continued into 2010 with the ING UK
RET Group's portfolio increasing by 2.1 per cent in value with the NAV per share
increasing by 2.9 per cent in the three months to 31 March 2010.
The pace of any further capital growth is likely to be slower in the short term,
with the market having seen strong yield compression in the final quarter of
2009. Rental value growth has been negative since 2007, however, whilst the rate
of this decline in rental values has started to reduce, it has not yet turned
positive. As economic conditions improve this is likely to result in an
improvement in occupier demand and consequently rental growth.
Economic and political uncertainties remain, with historically low interest
rates, a high level of government borrowings and the as yet unknown effect of
the quantitative easing programme. Set against this the ING UK RET Group is
fortunate to continue to have high occupancy levels ahead of the market which
underpin its cashflow. The key focus for the ING UK RET Group remains
maintaining operational flexibility, occupancy levels and a strong rent
collection record.
From an income perspective, the underlying cash flow remains robust and the
Company benefits from owning a diversified portfolio with approximately 250
tenants. The top 20 tenants comprise 49 per cent of the ING UK RET Group's net
rental income.
10 Irrevocable undertakings
IRET Securities has secured irrevocable undertakings in respect of a total of
26,195,454 Rugby REIT Shares, representing approximately 44.4 per cent of the
existing issued share capital of Rugby REIT. Further details of these
irrevocable undertakings are set out in Part 2 of Appendix II to this
announcement.
The Rugby REIT Directors, all of whom own Rugby REIT Shares, have given
irrevocable undertakings to IRET Securities to accept the Offer in respect of,
in aggregate, 180,000 Rugby REIT Shares, representing approximately 0.3 per cent
of the existing issued share capital of Rugby REIT. These irrevocable
undertakings remain binding unless the Offer lapses or is withdrawn.
All of the Rugby REIT Directors intend to elect to accept the Cash Alternative
in respect of their entire shareholdings in Rugby REIT. They have each indicated
that they intend to do so in order to achieve an immediate realisation of their
investments, and provide greater flexibility over the re-investment of any
proceeds.
IRET Securities has also received irrevocable undertakings to accept the Offer
from certain other Rugby REIT Shareholders in respect of a total of 26,015,454
Rugby REIT Shares, representing approximately 44.1 per cent of the existing
issued share capital of Rugby REIT.
The irrevocable undertakings received comprise:
+-----------------+-----------------+----------------+--------------+
| Name of | Number of Rugby | Approximate | Election |
| shareholder | REIT Shares | percentage of | |
| | | issued share | |
| | | capital of | |
| | | Rugby REIT | |
+-----------------+-----------------+----------------+--------------+
| Laxey Partners | 21,025,254 | 35.7% | ZDP |
| | | | Alternative |
+-----------------+-----------------+----------------+--------------+
| Rugby CGLP | 4,990,200 | 8.5% | Cash |
| Limited | | | |
+-----------------+-----------------+----------------+--------------+
| Rugby REIT | 180,000 | 0.3% | Cash |
| Directors | | | |
+-----------------+-----------------+----------------+--------------+
| Total | 26,195,454 | 44.4% | |
+-----------------+-----------------+----------------+--------------+
11 Recommendation
The Rugby REIT Directors, who have been so advised by Hawkpoint, consider the
terms of the Offer to be fair and reasonable. In providing advice to the Rugby
REIT Directors, Hawkpoint has taken into account the commercial assessments of
the Rugby REIT Directors.
Accordingly, the Rugby REIT Directors have agreed to unanimously recommend that
all Rugby REIT Shareholders accept the Offer, as they have irrevocably
undertaken to do in respect of their entire beneficial holdings and those of
their families and associated interests, which amount to 180,000 Rugby REIT
Shares, representing, in aggregate, 0.3 per cent of Rugby REIT's existing
ordinary share capital.
The Rugby REIT Directors make no recommendation as to the form of consideration
which Rugby REIT Shareholders should accept as this will be dependent on an
individual shareholder's circumstances. Rugby REIT Shareholders should pay
careful attention to the risk factors in relation to, inter alia, ING UK RET
Group, the New ING UK RET Ordinary Shares and the ZDP Shares to be set out in
the Prospectus to be published by ING UK RET in due course.
12 Financing of the Offer and cash confirmation
The Offer will be financed through the issue of New ING UK RET Ordinary Shares
and ZDP Shares. The New ING UK RET Ordinary Shares will be issued at ING UK
RET's 31 March NAV, being 56.4 per share, and the ZDP Shares will be issued at
65 pence per share. The existing bank indebtedness of Rugby REIT, comprising RBS
bank financing and loan notes, will remain, at least initially, in place after
completion of the Offer. It is ING UK RET and IRET Securities' intention to
make proposals to the holders of the Rugby REIT Loan Notes in due course.
Full acceptance of the Cash Alternative would result in the payment by IRET
Securities of approximately GBP37.1 million in cash. The cash consideration
payable to accepting Rugby REIT Shareholders who elect for the Cash Alternative
will be satisfied by the issue by IRET Securities of new ZDP Shares at a price
of 65 pence per ZDP Share. Such ZDP Shares will rank pari passu with any ZDP
Shares issued to accepting Rugby REIT Shareholders who validly elect for the ZDP
Alternative.
This issue of ZDP Shares will be fully underwritten by ING Bank N.V., London
Branch and will be fully sub-underwritten by funds advised by Laxey Partners.
The terms of the underwriting agreement will be summarised in the Offer Document
and the Prospectus.
ING Corporate Finance is satisfied that the necessary financial resources are
available to IRET Securities to enable it to satisfy in full the cash
consideration payable by IRET Securities as a result of full acceptance of the
Offer.
13 Financial effects of the Offer
The ING UK RET Directors believe that the Offer will be net asset value per
share accretive for ING UK RET. Further information as to the illustrative pro
forma effect that the Offer will have on ING UK RET will be set out in the Offer
Document and the Prospectus to be posted to Rugby REIT Shareholders in due
course.
14 Financial effects of acceptance
The following table sets out, for illustrative purposes only, and on the bases
and assumptions set out in the notes below, the financial effects of acceptance
of the Offer on capital value and gross income for an accepting Rugby REIT
Shareholder if the Offer becomes or is declared unconditional in all respects:
+-----------------------+-------+--------------+--------------+-------------+-------------+
| | Notes | Share | Share | ZDP | Cash |
| | | Offer | Offer | Alternative | Alternative |
| | | - Net | - | | |
| | | Asset | Market | | |
| | | Value(note1) | Value(note2) | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Capital Value | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Market value of 1 | (7) | 55.0p | 55.0p | 55.0p | 55.0p |
| Rugby REIT Share | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| |
+-----------------------------------------------------------------------------------------+
| Value of the ING UK RET Offer |
+-----------------------------------------------------------------------------------------+
| Value of 1.206 ING UK | (1) | 68.0p | 59.1p | | |
| RET Shares | & | | | | |
| | (2) | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Value of 1 ZDP Share | (3) | | | 65.0p | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Cash consideration | | | | | 63.0p |
| for 1 Rugby REIT | | | | | |
| Share | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Capital Value of | | 68.0p | 59.1p | 65.0p | 63.0p |
| Offer | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Increase in Capital | | 13.0p | 4.1p | 10.0p | 8.0p |
| Value to Rugby REIT | | | | | |
| Shareholders | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Representing an | | 23.6% | 7.5% | 18.2% | 14.5% |
| increase of | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Gross Income | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Historic dividend per | (10) | 0.0p | 0.0p | 0.0p | 0.0p |
| year from 1 Rugby | | | | | |
| REIT Share | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Gross dividend per | (11) | 4.8p | 4.8p | | |
| year from 1.206 ING | | | | | |
| UK RET Shares | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Rolled up income per | (12) | | | 4.5p | |
| year per 1 ZDP Share | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Interest on cash | (13) | | | | 0.4p |
| consideration | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Total Gross Income | | 4.8p | 4.8p | 4.5p | 0.4p |
| per year | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Increase in Gross | | 4.8p | 4.8p | 4.5p | 0.4p |
| Income | | | | | |
+-----------------------+-------+--------------+--------------+-------------+-------------+
| Representing an | | The Gross Income increase |
| increase of | | for a Rugby REIT |
| | | Shareholder is infinite as |
| | | Rugby REIT has never paid a |
| | | dividend |
+-----------------------+-------+--------------+--------------+-------------+-------------+
15 ING UK RET Dividend policy
Dividends on the ING UK RET Ordinary Shares are paid in respect of each
financial year in quarterly instalments in February, May, August and November.
All dividends are paid as interim dividends.
ING UK RET announced on 15 April 2010 that the May 2010 dividend of 1 pence per
ING UK RET Ordinary Share would be paid in the usual manner consistent with the
basis announced by the ING UK RET Board at the end of 2008 on a fully covered
basis. The ING UK RET Board does not expect, following the acquisition of the
Rugby REIT Group, to amend this dividend policy.
As of 31 December 2009, ING UK RET had a revenue reserve of GBP149.7 million. It
is one of the few income-focused UK listed property investment companies whose
dividends are currently fully covered by recurring earnings. Further details of
the financial position of the ING UK RET Group will be set out in the Offer
Document and the Prospectus.
16 Management and employees, locations and future intentions
Rugby REIT is a property company which outsources its management and
administration functions to a third party and has only one part-time employee.
It is ING UK RET's intention to replace Rugby Asset Management as investment
manager with its own investment manager, ING REIM. Rugby Asset Management has
agreed to early termination of its management and administrative contracts with
Rugby REIT, once the Offer has become or is declared wholly unconditional, in
exchange for a fee of GBP600,000 and has agreed to effect an orderly handover of
Rugby REIT's affairs for a period of approximately one month thereafter.
On a change of control of Rugby REIT, the Directors of Rugby REIT are required
to resign from the Company on six months' notice. As such, in the event that the
Offer becomes or is declared wholly unconditional, the Directors of Rugby REIT
will resign from their positions as Directors of the Company.
17 Further details of the Offer
The Rugby REIT Shares will be acquired under the Offer fully paid and free from
all liens, equities, charges, encumbrances and other interests and together with
all rights attaching to them on or after the date of Admission, including the
right to receive all dividends (if any) declared, made or paid thereafter.
The Offer will extend to all Rugby REIT Shares unconditionally allotted or
issued and fully paid on the date of the Offer (excluding any Rugby REIT Shares
already owned by IRET Securities or ING UK RET and treasury shares except to the
extent these cease to be held as treasury shares before such date as IRET
Securities or ING UK RET may determine) and any Rugby REIT Shares which are
unconditionally allotted or issued and fully paid before the date on which the
Offer closes or such earlier date as IRET Securities may, subject to the City
Code, decide not being earlier than the date on which the Offer becomes
unconditional as to acceptances.
There are no agreements or arrangements to which IRET Securities or ING UK RET
is a party which relate to the circumstances in which IRET Securities may or may
not invoke or seek to invoke a condition of the Offer.
18 Overseas Shareholders
The availability of the Offer and of the New ING UK RET Ordinary Shares and the
ZDP Shares under the terms of the Offer to Rugby REIT Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions. Rugby REIT Shareholders who are not so resident should inform
themselves about and observe any applicable legal or regulatory requirements.
Further details in relation to Overseas Shareholders will be contained in the
Offer Document.
19 Admission and dealings in the New ING UK RET Ordinary Shares
Application will be made to the UK Listing Authority and the Channel Islands
Stock Exchange for the New ING UK RET Ordinary Shares to be issued in connection
with the Offer to be admitted to the Official Lists of the UKLA and the CISX.
Application will also be made for the New ING UK RET Ordinary Shares to be
admitted to trading on the London Stock Exchange's main market for listed
securities and on the Channel Islands Stock Exchange.
It is expected that listing will become effective and that dealings for normal
settlement in the New ING UK RET Ordinary Shares will commence on the first
business day following the day on which the Offer becomes or is declared
unconditional in all respects (save only in respect of the Admission of such
shares becoming effective).
20 Prospectus and timetable
ING UK RET and IRET Securities will be required to publish a Prospectus in
connection with the issue of the New ING UK RET Ordinary Shares and the ZDP
Shares. The Prospectus will be published by ING UK RET and IRET Securities in
due course and will contain information on, inter alia, ING UK RET, IRET
Securities, the New ING UK RET Ordinary Shares and the ZDP Shares.
The expected timetable of principal events will be set out in the Prospectus.
21 Compulsory acquisition, cancellation of admission of Rugby REIT Shares to
trading on London Stock Exchange's main market for listed securities and
re-registration
IRET Securities intends, assuming that it receives sufficient acceptances under
the Offer to entitle it to do so and all of the other conditions of the Offer
have been satisfied or waived (if capable of being waived), to invoke the
procedures set out in sections 979 to 982 (inclusive) of the Companies Act, to
acquire compulsorily, on the same terms as the Offer, any outstanding Rugby REIT
Shares in respect of which the Offer has not been accepted.
It is also intended that, upon the Offer becoming or being declared
unconditional in all respects and sufficient acceptances being received, that
IRET Securities will procure that Rugby REIT applies to the UKLA for the
cancellation of the listing of the Rugby REIT Shares on the Official List and
the admission of the Rugby REIT Shares to trading on the London Stock Exchange.
Delisting is likely to reduce significantly the liquidity and marketability of
any Rugby REIT Shares in respect of which the Offer has not been accepted.
It is anticipated that cancellation of listing on the Official List and
admission to trading on London Stock Exchange will take effect no earlier than
20 Business Days after: (i) the date on which IRET Securities has, by virtue of
acceptances of the Offer, acquired or agreed to acquire issued ordinary share
capital carrying at least 75 per cent of the voting rights of Rugby REIT (or
Rugby REIT has passed a special resolution to delist); or (ii) the first date of
issue of compulsory acquisition notices under section 979 of the Companies Act.
It is also intended that, following the Offer becoming or being declared
unconditional in all respects and after the cancellation referred to above
becoming effective, Rugby REIT will be re-registered as a private company under
the relevant provisions of the Companies Act.
22 Disclosure of interests in Rugby REIT Shares
Save for the irrevocable undertakings referred to in paragraph 10 of this
announcement, neither ING UK RET nor IRET Securities, nor, so far as the ING UK
RET Directors and IRET Securities Directors are aware, any person acting in
concert with them, has any interest in or right to subscribe for Rugby REIT
Shares or has any short position (including any short positions under a
derivative, any agreement to sell or any delivery obligation or right to require
another person to take delivery) in Rugby REIT Shares, has borrowed or lent any
Rugby REIT Shares (save for any borrowed shares which have been either on-lent
or sold) or has any arrangement in relation to Rugby REIT Shares. For these
purposes, "arrangement" includes any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery and
borrowing or lending of Rugby REIT Shares. An "arrangement" also includes any
indemnity or option arrangement, any agreement or understanding, formal or
informal, of whatever nature relating to Rugby REIT Shares which may be an
inducement to deal or refrain from dealing in such securities. "Interest"
includes any long economic exposure, whether conditional or absolute, to changes
in the price of securities and a person is treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
23 Securities in issue
In accordance with Rule 2.10 of the City Code, as at close of business on 14
April 2010, being the last Business Day prior to this announcement, IRET
Securities had 1 ordinary share of GBP1.00 in issue, ING UK RET had 330,401,300
ordinary shares of no par value in issue (ISIN number GB00B0LCW208) and Rugby
REIT had 58,940,581 ordinary shares of 1 pence each in issue (ISIN number
GB00B1VVM685).
24 General
The Offer will be on the terms and subject to the conditions set out in this
announcement (including Appendix I) and the full terms to be set out in the
Offer Document and the Form of Acceptance. Relevant documentation will be sent
to Rugby REIT Shareholders (other than certain Overseas Shareholders) in due
course. In deciding whether or not to accept the Offer in respect of their
Rugby REIT Shares, Rugby REIT Shareholders should carefully consider the
information contained in, and the procedures described in, such documentation.
The Offer Document, the Prospectus and (in the case of Rugby REIT Shares held in
certificated form) the Form of Acceptance will be posted to Rugby REIT
Shareholders as soon as practicable and in any event within 28 days of this
announcement, except with the consent of the Panel.
The conditions to which the Offer will be subject and certain further terms of
the Offer are set out in Appendix I to this announcement. The bases and sources
of certain financial information contained in this announcement, together with
summary information regarding the irrevocable undertakings provided by the Rugby
REIT Directors and certain Rugby REIT Shareholders in connection with the Offer,
are set out in Appendix II. Appendix III contains a valuation letter from King
Sturge LLP with regard to ING UK RET's property portfolio. Definitions of
certain expressions used in this announcement are contained in Appendix IV of
this announcement.
Notes
1 Based on the value of 1.206 ING UK RET Ordinary Shares and the 31 March
2010 net asset value of 56.4 pence per ING UK RET Ordinary Share.
2 Based on the value of 1.206 ING UK RET Ordinary Shares and the Closing
Price of 49 pence on 14 April 2010, the latest practicable date prior this
announcement.
3 Approximate value of ZDP Share estimated by J.P. Morgan Cazenove on 15
April 2010.
4 Based on an annualised dividend calculated from the dividend announced
on 15 April 2010 for the first quarter 2010 of 1 pence per ING UK RET Ordinary
Share and the issue price of a New ING UK RET Ordinary Shares (56.4 pence).
5 The Offer of 41 pence per Rugby REIT Share made by Terra Investments
Limited on 13 October 2009.
6 The Closing Price of 49.25 pence per Rugby REIT Share on 12 February
2010 (the latest practicable date prior to the announcement that ING UK RET and
Rugby REIT were in merger discussions and the commencement of the Offer Period).
7 The Closing Price of 55 pence per Rugby REIT Share on 14 April 2010
(the latest practicable date prior to the date of this announcement).
8 Rugby REIT Shareholders who are subject to UK corporation tax should
refer to the paragraph titled "United Kingdom taxation" in Part 2 of the Offer
Document.
9 The exact term of the ZDP Shares and thus the final entitlement will
depend on the date the ZDP Shares are issued. For example, an issue date of 17
May 2010 would result in a final capital entitlement of 76.6 pence (based on the
issue price of approximately 65 pence, the gross redemption yield of 6.875 per
cent and the maturity date of 31 October 2012).
10 The gross dividend income of 1 Rugby REIT Share is based on the final
dividend of nil pence in respect of the 12 months ended 31 December 2009.
11 The gross dividend income of 1.206 ING UK RET Shares is based on an
annualised dividend calculated from the dividend announced for the first quarter
2010 of 1 pence per ING UK RET Ordinary Share. Excludes any interest on interim
dividends received.
12 The ZDP return per year is the rolled up return payable on ZDP Shares at
a Gross Redemption Yield of 6.875 per cent., compounded daily. This return is
only received on redemption of the ZDP Shares on 31 October 2012.
13 The interest on cash consideration is calculated on the assumption that
the cash is reinvested for a period of 12 months to yield approximately 0.60 per
cent. per annum, being the redemption yield for the UK Gilt Treasury (March
2011) as at 14 April 2010, being the last practicable date prior to the posting
of this document.
No account has been taken of any potential tax consequences of accepting the
Offer.
ENQUIRIES
ING UK RET
Tel: 020 7767 5648
Nicholas Thompson
ING Real Estate Investment Management Tel: 020 7767 5648
(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: 01481 745 529
(Company Secretary, ING UK RET)
David Sauvarin
Rugby REIT
Tel: 07710 060 714
Philip Kendall
Hawkpoint Partners Limited Tel: 020 7665 4500
(Financial Adviser to Rugby REIT)
Ben Mingay
Edward Arkus
Collins Stewart Europe Limited Tel: 020 7523
8350
(Corporate Broker to Rugby REIT)
Bruce Garrow
Financial Dynamics Tel:
020 7269 7238
(Financial PR, Rugby REIT)
Richard Sunderland
Rachel Drysdale
Notes to editors
ING UK Real Estate Income Trust Limited:
ING UK Real Estate Income Trust Limited ("ING UK RET") is a closed-ended
investment company which is domiciled and incorporated in Guernsey and listed on
the London & Channel Islands Stock Exchanges which invests in commercial
property throughout the UK through its subsidiary undertakings.
ING UK RET's property portfolio is managed by ING Real Estate Investment
Management (UK) Limited, a member of the ING Group and one of the UK's leading
property asset managers with approximately GBP5 billion of property assets under
management.
As at 31 March 2010, the ING UK RET Group had a property portfolio of GBP352.4
million and net assets of GBP186.3 million (equivalent to 56.4 pence per ING UK
RET Ordinary Share).
Entities controlled by ING Group own approximately 3 per cent of the share
capital of ING UK RET, although, for avoidance of doubt, ING UK RET is not part
of the ING Group.
Rugby Estates Investment Trust plc:
Rugby Estates Investment Trust plc ("Rugby REIT") is a public limited company
established to take advantage of the REIT regime in the UK. Rugby REIT Shares
have been admitted to the Official List of the UK Listing Authority since 15 May
2007.
Rugby REIT's investment objective is to assemble and manage a portfolio of
investment properties in the UK, principally through the acquisition of
privately owned property investment companies.
Investor presentation
There will be an analyst meeting this morning at 8.30 a.m. at the offices of
J.P. Morgan Cazenove, 20 Moorgate, London, EC2R 6DA. There will also be a live
conference call facility. Please contact Dido Laurimore or Laurence Jones at
Financial Dynamics for full details. A copy of the presentation will be made
available on the Company's website www.ingreit.co.uk.
Further information
This announcement will be available on ING UK RET and Rugby REIT's websites by
no later than 12 noon (London time) on 15 April 2010 at www.ingreit.co.uk and
www.rugbyreit.co.uk respectively.
Further information on the Offer, each of IRET Securities, ING UK RET and Rugby
REIT and the expected timetable of principal events will be set out in the Offer
Document and the Prospectus to be published by ING UK RET in due course. The
Offer Document, the Prospectus, and (in the case of Rugby REIT Shares held in
certificated form) the Form of Acceptance will be posted to Rugby REIT
Shareholders as soon as practicable and, in any event, except with the consent
of the Panel, within 28 days of this announcement, other than in relation to a
Restricted Jurisdiction.
ING Corporate Finance, which is authorised by the Dutch Central Bank, is acting
exclusively for 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 for 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. Further details in relation to Overseas Shareholders will be
contained in the Offer Document.
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, an advertisement to be published in the London Gazette and the Form of
Acceptance (in respect of certificated Rugby REIT Shares), which will contain
the full terms and conditions of the Offer, including details of how the Offer
may be accepted. 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
which are proposed to be published and/or posted to Rugby REIT Shareholders in
due course. Neither the New ING UK RET Ordinary Shares, Exchangeable Preference
Shares nor the ZDP Shares are being offered to the public by means of this
announcement.
Neither the New ING UK RET Ordinary Shares, Exchangeable Preference Shares nor
the ZDP Shares to be issued in connection with the Offer have been, or will they
be, registered under 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 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 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.
The Offer may provide that New ING UK RET Ordinary Shares or ZDP Shares which
would otherwise be issued to an accepting Rugby REIT Shareholder resident in a
Restricted Jurisdiction may be sold, and the net proceeds of sale remitted to
the accepting Rugby REIT Shareholder.
ING UK RET and IRET Securities reserve the right to elect, with the agreement
of Rugby REIT and the consent of the Panel (where necessary) to implement the
Acquisition by way of a court-approved scheme of arrangement in accordance with
Part 26 of the Companies Act. In such event, the Acquisition will be
implemented on substantially the same terms, subject to appropriate amendments,
as those which would apply to the Offer.
Forward looking statements
This announcement, including information included in this announcement, contains
statements about Rugby REIT, the Offer, IRET Securities and ING UK RET that are
or may be forward looking statements. All statements other than statements of
historical facts included in this document 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', or words or terms of similar
substance or the negative thereof identify forward-looking statements.
Forward-looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and
future prospects; and (ii) business and management strategies and the expansion
and growth of Rugby REIT's, ING UK RET's or IRET Securities' operations.
These forward-looking statements are not guarantees of future performance. They
have not been reviewed by the auditors of Rugby REIT, ING UK RET or IRET
Securities. These forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of any such person, or industry results, to be materially
different from any results, performance or achievements expressed or implied by
such forward-looking statements. These forward-looking statements are based on
numerous assumptions regarding the present and future business strategies of
such persons and the environment in which each will operate in the future. You
are cautioned not to place undue reliance on the forward-looking statements,
which speak only as of the date they were made. All subsequent oral or written
forward-looking statements attributable to Rugby REIT, ING UK RET or IRET
Securities or any of their members or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement above. All
forward-looking statements included in this announcement are based on
information available to the relevant parties on the date hereof. Investors
should not place undue reliance on such forward-looking statements, and neither
Rugby REIT, ING UK RET or IRET Securities nor their respective directors
undertakes any obligation in respect of, and do not intend to update or revise
any forward-looking statements except as required by the City Code or pursuant
to applicable law.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Rugby REIT, IRET Securities or ING UK RET all
"dealings" in any "relevant securities" of that company (including by means of
an option in respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than 3.30 p.m. on the
Business Day following the date of the relevant transaction. This requirement
will continue until the date on which the Offer becomes, or is declared,
unconditional as to acceptances, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Rugby REIT, IRET Securities or ING UK
RET, they will be deemed to be a single person for the purpose of Rule 8.3 of
the City Code.
Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Rugby REIT, IRET Securities or ING UK RET by Rugby REIT, IRET
Securities or ING UK RET or by any of their respective "associates", must be
disclosed by no later than 12.00 noon on the business day following the date of
the relevant transaction (unless the "dealing" is for discretionary clients and
the associate is an "exempt fund manager" in which case the "dealing" must be
privately disclosed in accordance with Notes 4(b) and 5(b) to Rule 8 of the City
Code).
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any agreement
to purchase, option in respect of, or derivative referenced to, securities.
Terms in quotations marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8 of the City Code, you should
consult the Panel.
THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, DISTRIBUTION, DIRECTLY
OR INDIRECTLY, INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA). THE
MATERIAL SET FORTH HEREIN IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED,
AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES OR ANY OTHER JURISDICITION. THE SECURITIES OF THE COMPANY DESCRIBED
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, OR
THE LAWS OF ANY STATE, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES,
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE STATES LAWS.
THERE WILL BE NO PUBLIC OFFERING OF THESE SECURITIES IN THE UNITED STATES OR TO
US PERSONS (AS DEFINED BY REGULATION S).
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer is made by IRET Securities in compliance with the applicable rules and
regulations of the City Code and is governed by English law and will be subject
to the non-exclusive jurisdiction of the courts of England. In addition it will
be subject to the following conditions and to the terms and conditions set out
in the Form of Acceptance.
1 The Offer is subject to the following conditions:
1.1 valid acceptances of the Offer being received (and not, where permitted,
withdrawn) by not later than 1.00 p.m. on the first closing date of the Offer
(or such later time(s) and/or date(s) as IRET Securities may, subject to the
rules of the City Code or with the consent of the Panel, decide) in respect of
not less than 90 per cent. of the Rugby REIT Shares to which the Offer relates
and not less than 90 per cent. of the voting rights carried by those Rugby REIT
Shares (or in each case such lesser percentage as IRET Securities may decide),
provided that this condition shall not be satisfied unless IRET Securities
and/or its wholly-owned subsidiaries shall have acquired or agreed to acquire,
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 a general
meeting of Rugby REIT including for this purpose (to the extent, if any,
required by the Panel) any such voting rights attached to any Rugby REIT Shares
unconditionally allotted or issued before the Offer becomes or is declared
unconditional as to acceptances, whether pursuant to the exercise of conversion
or subscription rights or otherwise and for the purposes of this condition:
(a) the expression Rugby REIT Shares to which the Offer relates shall be
construed in accordance with sections 974 to 991 of the Companies Act;
(b) Rugby REIT Shares which have been unconditionally allotted but not issued
shall be deemed to carry the voting rights which they will carry upon issue; and
(c) valid acceptances shall be deemed to have been received in respect of
Rugby REIT Shares which are treated for the purposes of section 979(8) of the
Companies Act as having been acquired or contracted to be acquired by IRET
Securities by virtue of acceptances of the Offer;
1.2 admission of the New ING UK RET Ordinary Shares (i) to listing on the
Official List becoming effective in accordance with the Listing Rules of the UK
Listing Authority; and (ii) to trading on the London Stock Exchange's main
market for listed securities becoming effective in accordance with paragraph 2.1
of the Admission and Disclosure Standards made by the London Stock Exchange from
time to time, or, if IRET Securities so determines (subject to the consent of
the Panel) the UK Listing Authority and the London Stock Exchange agreeing to
admit such New ING UK RET Ordinary Shares to listing and trading, subject to the
allotment of such New ING UK RET Ordinary Shares and/or the Offer becoming or
being declared unconditional in all respects and (iii) to listing on the
Official List of the CISX becoming effective in accordance with the Listing
Rules of the CISX.
1.3 no central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, professional association, institution,
employee representative body or any other such body or person whatsoever in any
jurisdiction (each a Third Party and all collectively Third Parties) having
decided or given notice of a decision to take, institute or threaten any action,
proceeding, suit, investigation, enquiry or reference, or having required any
action to be taken, or otherwise having done anything, or having enacted, made
or proposed and there not continuing to be outstanding any statute, regulation,
decision or order which would or might reasonably be expected to:
(a) make the Offer or its implementation or the acquisition or proposed
acquisition by IRET Securities of all or any Rugby REIT Shares, or the
acquisition or proposed acquisition of control of Rugby REIT, by any member of
the Wider ING UK RET Group, void, illegal or unenforceable under the laws of any
relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict,
prohibit, challenge, delay, hinder or otherwise interfere with the same, or
impose additional material conditions or obligations with respect thereto, or
otherwise challenge or require amendment to the terms of the Offer or any such
acquisition;
(b) require, prevent or delay the divestiture, or alter the terms envisaged
for any proposed divestiture, by any member of the Wider ING UK RET Group or by
any member of the Wider Rugby REIT Group of all or any portion of their
respective businesses, assets or properties or impose any limitation on the
ability of any of them to conduct their respective businesses (or any part of
them) or to own or manage their respective assets or properties or any part of
them;
(c) impose any limitation on, or result in a delay in, the ability of any
member of the Wider ING UK RET Group, directly or indirectly, to acquire or to
hold or to exercise effectively all or any rights of ownership in respect of
shares, loans or other securities (or the equivalent) in any member of the Wider
Rugby REIT Group or to exercise management control over any such member, in any
such case to an extent which is material to ING UK RET in the context of the
Offer or to the Wider ING UK RET Group taken as a whole;
(d) otherwise adversely affect any or all of the businesses, assets,
liabilities, profits or prospects of any member of the Wider ING UK RET Group or
any member of the Wider Rugby REIT Group (including any action which would or
might adversely affect or prejudice any of the status, licences, authorisations,
exemptions or consents of any member of the Wider ING UK RET Group or of the
Wider Rugby REIT Group), in any such case to an extent which is material in the
context of the Wider ING UK RET Group or the Wider Rugby REIT Group (in each
case taken as a whole) or which is otherwise material in the context of the
Offer;
(e) save pursuant to the Offer or sections 974 to 991 of the Companies Act,
require any member of the Wider ING UK RET Group or the Wider Rugby REIT Group
to acquire, or offer to acquire, any shares or other securities (or the
equivalent) in, or any asset owned by, any member of the Wider Rugby REIT Group
or the Wider ING UK RET Group;
(f) result in a delay in the ability of IRET Securities, or render it unable,
to acquire some or all of the Rugby REIT Shares or require a divestiture by IRET
Securities or any member of the Wider ING UK RET Group of any shares or other
securities (or the equivalent) in Rugby REIT;
(g) limit the ability of any member of the Wider ING UK RET Group or the Wider
Rugby REIT Group to co-ordinate or integrate its business, or any part of it,
with the business or any part of the business of any other member of the Wider
ING UK RET Group or of the Wider Rugby REIT Group, in any such case to an extent
which is material in the context of the Wider ING UK RET Group or the Wider
Rugby REIT Group (in each case taken as a whole) or which is otherwise material
in the context of the Offer; or
(h) result in any member of the Wider Rugby REIT Group or the Wider ING UK RET
Group ceasing to be able to carry on business under any name which it presently
does so, to an extent which is material in the context of the Wider ING UK RET
Group or the Wider Rugby REIT Group (in each case taken as a whole) or which is
otherwise material in the context of the Offer,
and all applicable waiting and other time periods during which any such Third
Party could decide to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference under the laws of any
relevant jurisdiction or enact any such statute, regulation, order or decision
or take any steps having expired, lapsed or been terminated;
1.4 all authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, certificates, exemptions, permissions and approvals
(Authorisations) necessary or reasonably appropriate in any relevant
jurisdiction for or in respect of the Offer or the proposed acquisition of all
or any Rugby REIT Shares or other securities in, or control of, Rugby REIT by
any member of the Wider ING UK RET Group having been obtained on terms and in a
form satisfactory to IRET Securities from all appropriate Third Parties or
persons with whom any member of the Wider Rugby REIT Group has entered into
contractual arrangements and all such Authorisations, together with all
Authorisations necessary or appropriate to carry on the business of any member
of the Wider Rugby REIT Group remaining in full force and effect at the time at
which the Offer becomes otherwise unconditional and there being no indication of
any intention to revoke, withdraw, suspend, restrict, withhold or modify or not
to grant or review any of the same;
1.5 all necessary filings or applications having been made in connection with
the Offer, and all appropriate waiting periods (including extensions thereof) in
respect of the Offer or its implementation under any applicable legislation or
regulations in any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory or regulatory obligations in any
relevant jurisdiction having been complied with in connection with the Offer or
the acquisition by any member of the Wider ING UK RET Group of any shares or
other securities in, or control of, Rugby REIT;
1.6 save as fairly disclosed in writing to IRET Securities or its advisers or
as disclosed in the annual report and accounts for the year ended 31 December
2009 or as publicly announced to a Regulatory Information Service prior to 15
April 2010, there being no provision of any agreement, authorisation,
arrangement, agreement, lease, licence, permit or other instrument to which any
member of the Wider Rugby REIT Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, which in
consequence of the Offer or the proposed acquisition by IRET Securities or any
member of the Wider ING UK RET Group of any shares or other securities (or the
equivalent) in Rugby REIT or because of a change in the control or management of
Rugby REIT or any member of the Rugby REIT Group, would or might reasonably be
expected to result in (to an extent which would be material and adverse in the
context of the Wider Rugby REIT Group (taken as a whole):
(a) any monies borrowed by or any other indebtedness (actual or contingent)
of, or grant available to, any member of the Wider Rugby REIT Group, being or
becoming repayable or being capable of being declared repayable immediately or
prior to their or its stated maturity date or repayment date or the ability of
any such member to borrow monies or incur any indebtedness being withdrawn,
prohibited or inhibited or becoming capable of being withdrawn, prohibited or
inhibited;
(b) the rights, liabilities, obligations or interests of any member of the
Wider Rugby REIT Group in, or the business of any such member with, any person,
company, firm or body (or any agreements or arrangements relating to any such
interest or business) being terminated, or modified or affected;
(c) any assets or interests of any member of the Wider Rugby REIT Group being
or falling to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged;
(d) the creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or assets of any
member of the Wider Rugby REIT Group, or any such mortgage, charge or other
security interest (whenever arising or having arisen) becoming enforceable or
being enforced;
(e) the value of any member of the Wider Rugby REIT Group or its financial or
trading position or profits or prospects being prejudiced or adversely affected;
(f) the creation or assumption of any liability, actual or contingent, by any
member of the Wider Rugby REIT Group; or
(g) any such agreement, authorisation, arrangement, licence, permit or other
instrument or the rights, liabilities, obligations or interests of any member of
the Wider Rugby REIT Group thereunder being terminated or adversely modified or
affected or any obligation or liability arising or any adverse action being
taken or arising thereunder;
and no event having occurred which, under any provision of any agreement,
authorisation, arrangement, agreement, lease, licence, permit or other
instrument to which any member of the Wider Rugby REIT Group is a party or by or
to which any such member or any of its assets are bound, entitled or subject,
would be reasonably likely to result in any of the events referred to in
sub-paragraph (a) to (g) of this paragraph 1.6 (in each case to an extent which
would be material and adverse in the context of the Wider Rugby REIT Group taken
as a whole);
1.7 save as fairly disclosed in writing to IRET Securities or its advisers, or
as otherwise publicly announced to a Regulatory Information Service or as
disclosed in the annual report and accounts for the year ended 31 December 2009,
prior to 15 April 2010 no member of the Wider Rugby REIT Group having, since 31
December 2009:
(a) (save as between Rugby REIT and wholly-owned subsidiaries of Rugby REIT)
issued or agreed to issue or authorised or proposed or announced its intention
to authorise or propose the issue of additional shares of any class or
securities convertible into or exchangeable for, shares of any class or rights,
warrants or options to subscribe for, or acquire, any such shares or convertible
securities;
(b) sold or transferred or agreed to sell or transfer any Rugby REIT Shares
held in treasury;
(c) recommended, declared, paid or made or proposed to recommend, declare, pay
or make any bonus issue, dividend or other distribution whether payable in cash
or otherwise other than dividends (or other distributions whether payable in
cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Rugby
REIT to Rugby REIT or any of its wholly-owned subsidiaries;
(d) other than pursuant to the Offer (and save for transactions between Rugby
REIT and its wholly-owned subsidiaries or other than in the ordinary course of
business) implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal of
assets or shares or loan capital (or the equivalent thereof) in any undertaking
or undertakings in any such case;
(e) (save for transactions between Rugby REIT and its wholly-owned
subsidiaries or other than in the ordinary course of business) disposed of, or
transferred, mortgaged or created any security interest over any asset or any
right, title or interest in any asset or authorised, proposed or announced any
intention to do so;
(f) (save as between Rugby REIT and its wholly-owned subsidiaries) made or
authorised or proposed or announced an intention to propose any change in its
loan capital;
(g) (save as between transactions between Rugby REIT and its wholly-owned
subsidiaries) issued, authorised, or proposed or announced an intention to
authorise or propose, the issue of or made any change in or to the terms of any
debentures or become subject to any contingent liability or incurred or
increased any indebtedness other than in the ordinary course of business;
(h) (save for transactions between members of the Rugby REIT Group) purchased,
redeemed or repaid, or announced any proposal to purchase, redeem or repay, any
of its own shares or other securities or reduced or made any other change to or
proposed the reduction or other change to any part of its share capital;
(i) entered into, implemented, effected, varied, authorised, proposed or
announced its intention to enter into, any reconstruction, amalgamation, scheme,
commitment or other transaction or arrangement otherwise than in the ordinary
course of business which in any such case is material in the context of the
Wider Rugby REIT Group taken as a whole;
(j) entered into or varied or terminated or authorised, proposed or announced
its intention to enter into or vary any contract, arrangement, agreement
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or unusual nature or magnitude or
which is or is likely to be restrictive on the business of any member of the
Wider Rugby REIT Group or the Wider ING UK RET Group or which involves or is
likely to involve an obligation of such a nature or magnitude or which is other
than in the ordinary course of business;
(k) entered into or varied the terms of, or made any offer (which remains open
for acceptance) to enter into or vary the terms of, any investment management
agreement or contract, service agreement or arrangement with any director or
senior executive of any member of the Wider Rugby REIT Group, which in any such
case is material in the context of the Wider Rugby REIT Group taken as a whole;
(l) terminated or varied the terms of any agreement or arrangement between
any member of the Wider Rugby REIT Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on the
financial position or prospects of the Wider Rugby REIT Group taken as a whole;
(m) proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed in the Wider Rugby REIT Group;
(n) been unable, or admitted in writing that it is unable, to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease to carry on all or a
substantial part of its business;
(o) (other than in respect of a member of the Wider Rugby REIT Group which is
dormant and was solvent at the relevant time) taken or proposed any corporate
action, or had any legal proceedings threatened or instituted against it for its
winding-up (voluntarily or otherwise), dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator, trustee or
similar officer of all or any part of its assets or revenues or any analogous or
equivalent steps or proceedings in any relevant jurisdiction having been taken
or had any such person appointed;
(p) waived or compromised or settled any claim otherwise than in the ordinary
course of business which would or might reasonably be expected to be material in
the context of the Wider Rugby REIT Group taken as a whole;
(q) made any alteration to its memorandum or articles of association or other
constitutional documents; or
(r) entered into any contract, agreement, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition, in any such case
which would or might reasonably be expected to be material in the context of the
Wider Rugby REIT Group taken as a whole;
1.8 save as fairly disclosed in writing to IRET Securities or its advisers or
as otherwise publicly announced to a Regulatory Information Service prior to 15
April 2010 or as disclosed in the annual report and accounts for the year ended
31 December 2009, since 31 December 2009;
(a) no material adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Rugby REIT Group;
(b) no litigation, arbitration proceedings, prosecution or other legal
proceedings or investigations having been threatened in writing, announced,
instituted or remaining outstanding by, against or in respect of any member of
the Wider Rugby REIT Group or to which any member of the Wider Rugby REIT Group
is or may become a party (whether as a claimant, defendant or otherwise) which
in any such case is or might reasonably be expected to be material in the
context of the Wider Rugby REIT Group taken as a whole;
(c) no enquiry or investigation by any Third Party against or in respect of
any member of the Wider Rugby REIT Group having been commenced, announced or
threatened in writing by or against or remaining outstanding in respect of any
member of the Wider Rugby REIT Group which in any such case is or might
reasonably be expected to be material in the context of the Wider Rugby REIT
Group taken as a whole;
(d) no contingent or other liability having arisen or increased or become
apparent to any member of the Wider ING UK RET Group which would or might
materially and adversely affect any member of the Wider Rugby REIT Group;
(e) no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or modification of
any licence held by any member of the Wider Rugby REIT Group, which is necessary
or reasonably appropriate for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is likely to
materially and adversely affect the Wider Rugby REIT Group taken as a whole;
1.9 save as fairly disclosed in writing to IRET Securities or its advisers or
as otherwise publicly announced to a Regulatory Information Service prior to 15
April 2010 or as disclosed in the annual report and accounts for the year ended
31 December 2009, IRET Securities not having discovered, in each case that would
be material in the context of the Wider Rugby REIT Group taken as a whole:
(a) that any financial, business or other information concerning the Wider
Rugby REIT Group publicly announced or disclosed at any time by or on behalf of
any member of the Wider Rugby REIT Group to the Wider ING UK RET Group, is
misleading, contains a misrepresentation of any fact or omits to state a fact
necessary to make that information not misleading;
(b) that any present member of the Wider Rugby REIT Group or any partnership,
company or other entity in which any member of the Wider Rugby REIT Group has a
significant economic interest and which is not a subsidiary undertaking of Rugby
REIT, is subject to any liability, contingent or otherwise, which is not
disclosed in the annual report and accounts for Rugby REIT for the year ending
31 December 2009;
(c) any information which affects the import of any information disclosed at
any time by or on behalf of any member of the Wider Rugby REIT Group;
(d) that any past or present member of the Wider Rugby REIT Group has not
complied with all applicable legislation, regulations or other requirements of
any relevant jurisdiction with regard to the use, treatment, storage, disposal,
discharge, spillage, leak or emission of any waste or hazardous substance or any
substance likely to impair the environment or harm human health, or otherwise
relating to environmental matters or that there has otherwise been a material
emission, discharge, disposal, spillage or leak of waste or hazardous substance
or any substance likely to impair the environment or harm human health (whether
or not the same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken place) on or
from any land or property of any description or other asset now or previously
owned, occupied or made use of by any past or present member of the Wider Rugby
REIT Group or in which any such member may now or previously have had an
interest which would, in any case, be likely to give rise to any liability
(whether actual or contingent) on the part of any member of the Wider Rugby REIT
Group;
(e) that there is or is likely to be any liability (whether actual or
contingent) on the part of any member of the Wider Rugby REIT Group to make
good, repair, reinstate or clean up any property of any description or other
asset now or previously owned, occupied or made use of by any past or present
member of the Wider Rugby REIT Group, or in which any such member may now or
previously have had an interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party; or
(f) that circumstances exist (whether as a result of the making of the Offer
or otherwise) which would be likely to lead to any Third Party instituting, (or
whereby any member of the Wider Rugby REIT Group would be likely to be required
to institute), an environmental audit or take any steps which would in any such
case be likely to result in any actual or contingent liability to improve or
install new plant or equipment or to make good, repair, reinstate or clean up
any property of any description or other asset now or previously owned, occupied
or made use of by any member of the Wider Rugby REIT Group, or in which any such
member may now or previously have had an interest, or any controlled waters.
Defined terms
For the purposes of these conditions the Wider Rugby REIT Group means Rugby REIT
and its subsidiary undertakings, associated undertakings and any other
undertaking in which Rugby REIT and/or such undertakings (aggregating their
interests) have a significant interest and the Wider ING UK RET Group means ING
UK RET and its subsidiary undertakings, associated undertakings and any other
undertaking in which IRET Securities and/or such undertakings (aggregating their
interests) have a significant interest and for these purposes associated
undertaking has the meaning given by the Companies Act, subsidiary undertaking
and undertaking have the meaning given by sections 1162 and 1161 of the
Companies Act respectively, and significant interest means a direct or indirect
interest in more than 20 per cent. of the equity share capital (as defined in
section 548 of the Companies Act).
Waiver and amendment of Conditions
IRET Securities reserves the right to waive, in whole or in part, all or any of
conditions 1.2 to 1.10 inclusive. Conditions 1.2 to 1.10 must be satisfied as
at, or waived on or before midnight (London time), on the twenty first day after
the later of first closing date of the Offer and the date on which the condition
in paragraph 1.2 is fulfilled (or in each case such later date as the Panel may
agree).
IRET Securities shall be under no obligation to waive (if capable of waiver) or
treat as fulfilled any of conditions 1.2 to 1.10 inclusive by a date earlier
than the latest date specified above for the fulfilment thereof, notwithstanding
that the other conditions of the Offer may at such earlier date have been
fulfilled and that there are, at such earlier date, no circumstances indicating
that any of such conditions may be incapable of fulfilment.
If IRET Securities is required by the Panel to make an offer for Rugby REIT
Shares under the provisions of Rule 9 of the Code, IRET Securities may make such
alterations to the above conditions of the Offer, including the condition in
paragraph 1.2, as are necessary to comply with the provisions of that Rule.
The Offer will lapse if it is referred to the Competition Commission or the
European Commission initiates proceedings under Article 6(1)(c) of the Merger
Regulation, or following a referral under Article 9(1) of the Merger Regulation,
there is a subsequent reference to the Competition Commission before 3.00 p.m.
(London time) on the first closing date of the Offer or the time and date on
which the Offer becomes or is declared unconditional as to acceptances,
whichever is the later. In such circumstances, the Offer will cease to be
capable of further acceptance and persons accepting the Offer and IRET
Securities shall thereupon cease to be bound by Forms of Acceptance delivered on
or before the date on which the Offer so lapses.
APPENDIX II
BASES AND SOURCES
1. Unless otherwise stated in this announcement:
(a) Financial information relating to ING UK RET has been extracted (without
material adjustment) from the audited accounts of ING UK RET for the year ended
31 December 2009.
(b) Financial information relating to Rugby REIT has been extracted (without
material adjustment) from the audited accounts for Rugby REIT for the year ended
31 December 2009.
(c) The net asset value per ING UK RET Ordinary Share as at 31 March 2010 has
been extracted from ING UK RET's NAV announcement dated 15 April 2010.
(d) The terms of the Share Offer value each Rugby REIT Share at 68 pence at
net asset value and 59.1 pence at market value, the terms of the ZDP Alternative
value each Rugby REIT Share at approximately 65 pence and the terms of the Cash
Alternative value each Rugby REIT Share at 63 pence.
The terms of the Acquisition value the Rugby REIT Group at GBP40.1 million,
assuming full take up of the Share Offer, based on a net asset value per share
of 56.4 pence per New ING UK RET Ordinary Share. The number of New ING UK RET
Ordinary Shares to be issued in respect of full acceptance of the Share Offer is
calculated based upon there being 58,940,581 Rugby REIT Shares in issue on the
last business day prior to the date of this announcement.
(e) All share prices are derived from Daily Official List in respect of ING UK
RET Shares and Rugby REIT Shares and are mid market prices.
(f) The yields on UK Government Gilts are sourced from Bloomberg, at close of
business on 14 April 2010.
(g) All references to time in the Offer Document and in the Form of Acceptance
are to London time unless the context provides otherwise.
(h) Where information in this announcement has been sourced from a third
party, the Company confirms that this information has been accurately
reproduced and, insofar as the Company is aware and is able to ascertain from
information published by that party, no facts have been omitted which would
render the reproduced information inaccurate or misleading.
2. Irrevocable undertakings:
IRET Securities has received irrevocable undertakings to accept, or to procure
the acceptance of, the Offer from the following Rugby REIT Directors in respect
of the following interests in Rugby REIT Shares:
+-------------------------------+----------------+-----------------+
| Name | Number of | Approximate |
| | Rugby REIT | percentage of |
| | Shares | entire existing |
| | committed | issued share |
| | | capital of |
| | | Rugby REIT |
+-------------------------------+----------------+-----------------+
| Philip Kendall | 50,000 | 0.08% |
| | | |
+-------------------------------+----------------+-----------------+
| Brian Galan | 80,000 | 0.14% |
+-------------------------------+----------------+-----------------+
| Richard Midmer | 30,000 | 0.05% |
+-------------------------------+----------------+-----------------+
| Duncan Watt | 20,000 | 0.03% |
+-------------------------------+----------------+-----------------+
| Total | 180,000 | 0.31% |
+-------------------------------+----------------+-----------------+
The undertakings given by the Rugby REIT Directors (described above) will only
cease to be binding if the Offer lapses or is withdrawn without having become
unconditional in all respects.
IRET Securities has received irrevocable undertakings to accept, or to procure
the acceptance of, the Offer from the following Rugby REIT Shareholders in
respect of the following interests in Rugby REIT Shares:
+-------------------------------+----------------+-----------------+
| Name | Number of | Approximate |
| | Rugby REIT | percentage of |
| | Shares | entire existing |
| | committed | issued share |
| | | capital of |
| | | Rugby REIT |
+-------------------------------+----------------+-----------------+
| Laxey Partners | 21,025,254 | 35.7% |
+-------------------------------+----------------+-----------------+
| Rugby CGLP Limited | 4,990,200 | 8.5% |
+-------------------------------+----------------+-----------------+
| Rugby REIT Directors | 180,000 | 0.3% |
+-------------------------------+----------------+-----------------+
| Total | 26,195,454 | 44.4% |
+-------------------------------+----------------+-----------------+
The undertaking given by Laxey Partners remains binding, including in the event
of a competing offer being made for the entire issued and to be issued share
capital of Rugby REIT, and will only lapse and be of no effect if the Offer
lapses or is withdrawn.
The undertaking provided by Rugby CGLP Limited will lapse in the event that
prior to the Offer being declared wholly unconditional, any third party
announces a firm intention to make a general offer for Rugby REIT which offer,
in the reasonable opinion of Rugby CGLP Limited, represents an improvement to
the terms of the Cash Alternative. In addition, the undertaking will lapse and
be of no effect if the Offer lapses or is withdrawn.
APPENDIX III
VALUATION LETTER
King Sturge LLP
30 Warwick Street
London W1B 5NH
T +44 (0)20 7493 4933
F +44 (0)20 7087 5555
7th April 2010
ING UK Real Estate Income Trust Limited
C/o P O Box 255
Trafalgar Court
Les Banques
Guernsey
GY1 3QL
Dear Sirs
VALUATION OF PROPERTIES
In accordance with your instructions we have valued the freehold and long
leasehold properties held by ING UK Real Estate Income Trust Limited as at the
Valuation Date, 31 March 2010. This valuation report has been prepared for
balance sheet purposes.
The properties have been valued individually on the basis of "Market Value" in
accordance with the RICS Valuation Standards Sixth Edition. No allowance has
been made for expenses of realisation nor any taxation that may arise. Our
valuations are expressed exclusive of Value Added Tax.
Having regard to foregoing we are of the opinion that the aggregate of the
individual values as at 31 March 2010 of the respective freehold and long
leasehold interests, subject to and with the benefit of the various occupational
leases described, as summarised in the schedules, is in the sum of
GBP352,435,000 (Three Hundred and Fifty Two Million Four Hundred and Thirty Five
Thousand Pounds). The properties are, we understand, all held as investments
and accordingly, no other categorisation is made. A full breakdown of the
valuation has been provided to you.
Yours faithfully
ROBERT BALDWIN
Partner
King Sturge LLP
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this announcement unless the context
otherwise requires:
+--------------------------+----------------------------------------+
| Acquisition | the proposed acquisition by IRET |
| | Securities of the entire issued and to |
| | be issued share capital of Rugby REIT |
| | pursuant to the Offer |
+--------------------------+----------------------------------------+
| Admission | the admission of the New ING UK RET |
| | Ordinary Shares to the Official Lists |
| | of the UKLA and the CISX and to |
| | trading on the London Stock Exchange |
| | and the CISX |
+--------------------------+----------------------------------------+
| Articles | the articles of incorporation of the |
| | Company and/or IRET Securities (as |
| | amended from time to time), as the |
| | context may require |
+--------------------------+----------------------------------------+
| Business Day | a day on which banks are normally open |
| | for business in London and Guernsey |
+--------------------------+----------------------------------------+
| Cash Alternative | the alternative whereby Rugby REIT |
| | Shareholders who validly accept the |
| | Offer may elect to receive 63 pence in |
| | cash for each Rugby REIT Share, |
| | instead of the New Ordinary Shares to |
| | which they would otherwise be entitled |
| | under the Offer |
+--------------------------+----------------------------------------+
| certificated or in | a share or other security which is not |
| certificated form | in uncertificated form |
+--------------------------+----------------------------------------+
| Channel Islands Stock | the Channel Islands Stock Exchange, |
| Exchange or CISX | LBG |
+--------------------------+----------------------------------------+
| City Code | the City Code on Takeovers and Mergers |
+--------------------------+----------------------------------------+
| Closing Price | the closing middle market quotation of |
| | the relevant share as derived from the |
| | Official List |
+--------------------------+----------------------------------------+
| Companies Act | the UK Companies Act 2006 (as amended |
| | from time to time) |
+--------------------------+----------------------------------------+
| CREST | the relevant system (as defined in the |
| | Regulations) in respect of which |
| | Euroclear UK & Ireland is the Operator |
| | (as defined in the Regulations) |
+--------------------------+----------------------------------------+
| CREST participant | a person who is, in relation to CREST, |
| | a system-participant (as defined in |
| | the Regulations) |
+--------------------------+----------------------------------------+
| CREST sponsor | a CREST participant admitted to CREST |
| | as a CREST sponsor |
+--------------------------+----------------------------------------+
| Disclosure and | the disclosure and transparency rules |
| Transparency Rules | made by the FSA and forming part of |
| | the FSA's handbook of rules and |
| | guidance, as from time to time amended |
+--------------------------+----------------------------------------+
| Enlarged Group | ING UK RET Group as enlarged by the |
| | proposed acquisition of Rugby REIT |
+--------------------------+----------------------------------------+
| Euroclear | Euroclear UK & Ireland Limited |
+--------------------------+----------------------------------------+
| Exchangeable Preference | Exchangeable Preference Shares of 10 |
| Shares | pence each in the capital of IRET |
| | Securities to be issued pursuant to |
| | the Share Offer, which will |
| | immediately and compulsorily exchange |
| | on issue into New ING UK RET Ordinary |
| | Shares in accordance with the terms |
| | set out in IRET Securities' Articles |
+--------------------------+----------------------------------------+
| Existing Ordinary Shares | the ING UK RET Ordinary Shares in |
| | issue as at the date of this document |
+--------------------------+----------------------------------------+
| Form of Acceptance | the form of acceptance, election and |
| | authority relating to the Offer |
+--------------------------+----------------------------------------+
| FSA | the Financial Services Authority of |
| | the United Kingdom |
+--------------------------+----------------------------------------+
| FSMA | the Financial Services and Markets Act |
| | 2000 |
+--------------------------+----------------------------------------+
| Hawkpoint | Hawkpoint Partners Limited |
+--------------------------+----------------------------------------+
| ING Corporate Finance | the corporate finance division of ING |
| | Bank N.V., London Branch |
+--------------------------+----------------------------------------+
| ING Group | ING Groep N.V., a global financial |
| | services company incorporated in the |
| | Netherlands with the registration |
| | number 33231073 under the Commercial |
| | Register of Amsterdam, with its |
| | registered address at Amstelveenseweg |
| | 500, 1081 KL Amsterdam, P.O. Box 810, |
| | 1000 AV Amsterdam |
+--------------------------+----------------------------------------+
| ING REIM | ING Real Estate Investment Management |
| | (UK) Limited |
+--------------------------+----------------------------------------+
| ING UK RET or the | ING UK Real Estate Income Trust |
| Company | Limited |
+--------------------------+----------------------------------------+
| ING UK RET Directors or | the board of directors of ING UK RET |
| ING UK RET Board | as at the date of this announcement, |
| | including any duly appointed committee |
| | thereof |
+--------------------------+----------------------------------------+
| ING UK RET Group | the Company and any of its |
| | subsidiaries or subsidiary |
| | undertakings |
+--------------------------+----------------------------------------+
| ING UK RET Ordinary | ordinary shares of no par value in the |
| Shares | share capital of the Company, |
| | including, where the context requires, |
| | the Existing Ordinary Shares and/or |
| | the New ING UK RET Ordinary Shares |
+--------------------------+----------------------------------------+
| IPD | Investment Property Databank Limited |
+--------------------------+----------------------------------------+
| IPD Quarterly Index | the IPD UK Quarterly Property Index |
+--------------------------+----------------------------------------+
| IRET Securities | IRET Securities Limited, a |
| | wholly-owned subsidiary of ING UK RET |
+--------------------------+----------------------------------------+
| IRET Securities | the board of directors of IRET |
| Directors | Securities as at the date of this |
| | announcement, including any duly |
| | appointed committee thereof |
+--------------------------+----------------------------------------+
| J.P. Morgan Cazenove | J.P. Morgan plc, which conducts its UK |
| | investment banking activities as J.P. |
| | Morgan Cazenove |
+--------------------------+----------------------------------------+
| Laxey Partners | Laxey Partners Limited |
+--------------------------+----------------------------------------+
| Listing Rules | the Listing Rules made by the FSA |
| | under section 73A of FSMA and, where |
| | applicable, the listing rules of CISX |
+--------------------------+----------------------------------------+
| London Stock Exchange | the London Stock Exchange plc |
+--------------------------+----------------------------------------+
| NAV | the value of the assets of the ING UK |
| | RET Group less its liabilities, |
| | determined in accordance with the |
| | accounting principles adopted by the |
| | ING UK RET Group from time to time |
+--------------------------+----------------------------------------+
| NAV per Share | means the net asset value per ordinary |
| | share calculated in accordance with |
| | the Company's accounting policies |
+--------------------------+----------------------------------------+
| New ING UK RET Ordinary | new ordinary shares of no par value in |
| Shares | the capital of ING UK RET to be issued |
| | pursuant to the exchange of the |
| | Exchangeable Preference Shares |
+--------------------------+----------------------------------------+
| Offer | the recommended offer made by IRET |
| | Securities (including the Cash |
| | Alternative and the ZDP Alternative) |
| | to acquire all of the Rugby REIT |
| | Shares not already owned by IRET |
| | Securities or its associates on the |
| | terms and subject to the conditions to |
| | be set out in the Offer Document and |
| | the Form of Acceptance and, where the |
| | context requires, any revision, |
| | variation, extension or renewal of |
| | such offer |
+--------------------------+----------------------------------------+
| Offer Document | the document(s) containing the terms |
| | and conditions of the Offer to be sent |
| | to Rugby REIT Shareholders in due |
| | course |
+--------------------------+----------------------------------------+
| Offer Period | the period which commenced on 15 |
| | February 2010, being the date on which |
| | ING UK RET announced that it was |
| | considering the possibility of making |
| | an offer for Rugby REIT, until the |
| | latest of: |
| | (i) the first closing date of the |
| | Offer; |
| | (ii) the date on which the Offer |
| | lapses; and |
| | (iii) the date on which the Offer |
| | becomes or is declared wholly |
| | unconditional in accordance with its |
| | terms |
+--------------------------+----------------------------------------+
| Official List | the Official List of the Listing |
| | Authority and/or the official list of |
| | CISX, as the context requires |
+--------------------------+----------------------------------------+
| Overseas Shareholders | Rugby REIT Shareholders who are |
| | resident in, or nationals of, |
| | jurisdictions outside the UK or who |
| | are nominees of, or custodians or |
| | trustees for, citizens, residents or |
| | nationals of countries other than the |
| | UK |
+--------------------------+----------------------------------------+
| Panel | the Panel on Takeovers and Mergers |
+--------------------------+----------------------------------------+
| Prospectus | the prospectus dated the same date as |
| | the Offer Document relating to the |
| | proposed issue of the ZDP Shares, the |
| | Exchangeable Preference Shares and the |
| | New ING UK RET Ordinary Shares |
| | (together with any supplements or |
| | amendments thereto) |
+--------------------------+----------------------------------------+
| RAM or Rugby Asset | Rugby Asset Management Limited |
| Management | |
+--------------------------+----------------------------------------+
| Regulations | the Uncertificated Securities |
| | Regulations 2001 (SI 2001 No. 3755) |
+--------------------------+----------------------------------------+
| REIT | real estate investment trust |
+--------------------------+----------------------------------------+
| Restricted Jurisdiction | means any of the United States, |
| | Canada, Japan and Australia or any |
| | jurisdiction where local laws or |
| | regulations may result in a |
| | significant risk of civil, regulatory |
| | or criminal exposure for IRET |
| | Securities, ING UK RET or Rugby REIT |
| | if information or documentation |
| | concerning the Offer is sent or made |
| | available to Rugby REIT Shareholders |
| | in that jurisdiction |
+--------------------------+----------------------------------------+
| Rugby REIT | Rugby Estates Investment Trust plc |
+--------------------------+----------------------------------------+
| Rugby REIT Directors or | the board of directors of Rugby REIT |
| Rugby REIT Board | as at the date of this announcement, |
| | including any duly appointed committee |
| | thereof |
+--------------------------+----------------------------------------+
| Rugby REIT Group | Rugby REIT and its subsidiaries and |
| | subsidiary undertakings |
+--------------------------+----------------------------------------+
| Rugby REIT Loan Notes | the loan note instruments dated 6 |
| | August 2007 constituting GBP3,442,140 |
| | guaranteed unsecured loan notes and 28 |
| | November 2007 constituting |
| | GBP12,899,982 unsecured loan notes |
+--------------------------+----------------------------------------+
| Rugby REIT Shareholders | holders of Rugby REIT Shares |
+--------------------------+----------------------------------------+
| Rugby REIT Shares | the existing unconditionally issued or |
| | allotted and fully paid ordinary |
| | shares of 1 pence each in Rugby REIT |
| | and any further such shares which are |
| | unconditionally allotted or issued |
| | fully paid or credited as fully paid |
| | in each case prior to the time at |
| | which the Offer ceases to be open for |
| | acceptance (or such earlier time, as |
| | IRET Securities may, with the Panel's |
| | consent or in accordance with the |
| | Code, decide) including shares |
| | unconditionally allotted or issued |
| | pursuant to the exercise of options |
+--------------------------+----------------------------------------+
| Shareholder | the holders of ING UK RET Ordinary |
| | Shares |
+--------------------------+----------------------------------------+
| Share Offer | the basic offer of 1.206 New ING UK |
| | RET Ordinary Shares for each Rugby |
| | REIT Share to be satisfied through the |
| | issue of Exchangeable Preference |
| | Shares and their exchange into New ING |
| | UK RET Ordinary Shares |
+--------------------------+----------------------------------------+
| Terra Offer | the mandatory cash offer for Rugby |
| | REIT made by Terra Investments Limited |
| | on 3 November 2009 |
+--------------------------+----------------------------------------+
| UK Listing Authority or | the Financial Services Authority |
| UKLA | acting in its capacity as the |
| | competent authority for the purposes |
| | of Part VI of FSMA |
+--------------------------+----------------------------------------+
| uncertificated or in | recorded on the relevant register of |
| uncertificated form | the share or security concerned as |
| | being held in uncertificated form in |
| | CREST, and title to which, by virtue |
| | of the Regulations may be transferred |
| | by means of CREST |
+--------------------------+----------------------------------------+
| United Kingdom or UK | the United Kingdom of Great Britain |
| | and Northern Ireland |
+--------------------------+----------------------------------------+
| US or United States | the United States of America, its |
| | territories and possessions, any state |
| | of the United States of America, the |
| | District of Columbia and all other |
| | areas subject to its jurisdiction |
+--------------------------+----------------------------------------+
| ZDP Alternative | the alternative whereby Rugby REIT |
| | Shareholders who validly accept the |
| | Offer may elect to receive one ZDP |
| | Share for each Rugby REIT Share, |
| | instead of the New ING UK RET Ordinary |
| | Shares to which they would otherwise |
| | be entitled under the Offer |
+--------------------------+----------------------------------------+
| ZDP Issue Price | 65 pence per ZDP Share |
+--------------------------+----------------------------------------+
| ZDP Share Repayment Date | 31 October 2012 |
+--------------------------+----------------------------------------+
| ZDP Shareholders | holders of ZDP Shares |
+--------------------------+----------------------------------------+
| ZDP Shares | zero dividend preference shares of |
| | 0.0001 pence each in the capital of |
| | IRET Securities |
| | |
+--------------------------+----------------------------------------+
| GBP | pounds sterling, the lawful currency |
| | of the United Kingdom (and references |
| | to pence or p shall be construed |
| | accordingly) |
+--------------------------+----------------------------------------+
References in this announcement to singular includes the plural and vice versa,
unless the context otherwise requires.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
All references to time in this announcement are to London time unless otherwise
stated.
Save where otherwise stated, for the purpose of this announcement,
"subsidiary", "subsidiary undertaking", "associated undertaking" and
"undertaking" shall be construed in accordance with the 2006 Act.
This information is provided by RNS
The company news service from the London Stock Exchange
END
This information is provided by RNS
The company news service from the London Stock Exchange
END
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