Proposed acquisition of the Glanmore Property Fund


 

TIDMCRF 
 
RNS Number : 4329V 
Ciref PLC 
09 July 2009 
 
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CIREF Plc 
PROPOSED ACQUISITION OF THE GLANMORE PROPERTY FUND LIMITED 
 
 
Ciref Plc ("Ciref"), the AIM-listed property investment and development company, 
today announces that it has approached the board of The Glanmore Property Fund 
Limited ("Glanmore"), a Guernsey domiciled, Irish Stock Exchange listed open 
ended investment company with regards to a potential share offer for Glanmore 
(the "Proposed Acquisition"). 
Under the Proposed Acquisition, Ciref would offer Glanmore shareholders the 
opportunity to exchange Glanmore shares for Ciref ordinary shares and to 
subscribe for new Ciref convertible preference shares, as an alternative to the 
placing and open offer currently proposed to shareholders by Glanmore, which 
closes on 29 July 2009. For shareholders in Glanmore, the Proposed Acquisition 
would provide an opportunity to become a shareholder in an enlarged, diversified 
AIM listed entity, which should offer enhanced access to future income and 
significantly greater liquidity. Furthermore, it is expected that the enlarged 
entity would be able to achieve synergies across the two portfolios which should 
result in cost savings. 
The Proposed Acquisition, likewise, represents an opportunity for Ciref's 
shareholders to become part of a significantly larger entity with a more 
diversified portfolio. Ciref shareholders are referred to www.glanmore.com for 
the latest public information on Glanmore, including its recently published 
prospectus and fact sheet.  As disclosed in Glanmore's prospectus posted to its 
shareholders on 27 May 2009, Glanmore has a current gross asset value of 
GBP875.4m and a net asset value of GBP210.5m. In the year ended 31 December 
2008, Glanmore reported a loss before tax of GBP260.4m including net losses on 
investment properties and interest derivatives, and net income before taxation 
(excluding net losses on investment properties and interest derivatives) of 
GBP6.7m. 
As the Proposed Acquisition would constitute a reverse takeover under the AIM 
Rules, the approval of Ciref shareholders would be required for completion of 
the Proposed Acquisition, in due course. 
The key terms of the Proposed Acquisition are set out below. However, this 
announcement does not constitute an announcement of a firm intention to make an 
offer and there can be no certainty that any offer will be made.  In order for 
the Proposed Acquisition to progress, the Board of Ciref is seeking to engage 
the Board of Glanmore in discussions and to undertake certain due diligence on 
Glanmore. 
Ciref reserves the right to vary the form and/or the mix of consideration which 
may ultimately be offered.  Shareholders should note that the Irish Takeover 
Rules do not apply to open ended investment companies. 
Proposed key terms 
The Proposed Acquisition would have two linked components: 
 
 
a)    Glanmore 
shareholders would be offered Ciref's AIM listed ordinary shares in exchange for 
their Glanmore




      shares; and


 
 
b)    Glanmore shareholders would 
have the option to subscribe for convertible preference shares in Ciref. It 
is




      expected that the convertible preference share issue would be


fully underwritten. 
Glanmore shareholders who elect not to subscribe for the convertible preference 
shares would receive a lower number of Ciref shares in terms of the offer 
exchange ratio. 
It is expected that the proposed exchange ratio would be calculated on the 
relative net asset values of the respective companies, with Glanmore 
shareholders currently expected to receive 25 Ciref shares per Glanmore share. 
Overview of the proposed Convertible Preference Shares 
It is proposed that Ciref would issue convertible preference shares of up to 
GBP120m in value.  If the Proposed Acquisition were to complete, and the full 
amount of the convertible preference share capital issue (after costs) was 
raised, the proceeds of the convertible preference share issue would be 
used primarily to reduce the loan-to-value ("LTV") ratio of the Glanmore 
portfolio to approximately 63%. 
On that basis, this would ensure that Glanmore would, at that stage, not be in 
breach of its LTV covenants in respect of its bank loans. Assuming the Proposed 
Acquisition completes, Ciref would look to take steps to renegotiate Glanmore's 
financing facilities. 
It is proposed that the convertible preference shares would pay a coupon of 6%. 
The Board of Ciref has been provided with informal non-binding assurances from 
certain major Ciref shareholders that they are prepared, subject to agreement of 
terms, to fully underwrite the convertible preference share issue. 
It is expected that existing Glanmore shareholders will be offered the right to 
subscribe for convertible preference shares in the amount of GBP16 per each 
existing Glanmore share. Glanmore shareholders who elect not to subscribe for 
the convertible preference shares would have their exchange ratio for Ciref 
shares reduced to 18 Ciref shares for each Glanmore share. The convertible 
preference shares would be compulsorily convertible after five years on the 
basis of one convertible preference share converting into 12 Ciref shares, or at 
Ciref's election at any stage prior to the expiry of the five year period 
providing Ciref's annual dividend is 10 pence or greater, in which event the 
convertible preference shares will convert to 10 Ciref shares. 
A further announcement will be made in due course. 
Enquiries: 
+------------------------------------+------------------------------------+ 
| Ciref Plc                          | +27 (0)21 683 3829                 | 
| Gavin Tipper - Chairman            |                                    | 
+------------------------------------+------------------------------------+ 
| Singer Capital Markets             | +44 (0)203 205 7500                | 
| Nicholas How / Roger Clarke        |                                    | 
+------------------------------------+------------------------------------+ 
| Powerscourt                        | +44 (0)207 250 1446                | 
| Elizabeth Rous                     |                                    | 
+------------------------------------+------------------------------------+ 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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