TIDMEPIC
RNS Number : 1991O
Ediston Property Inv Comp PLC
29 September 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT
FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
For immediate release.
Ediston Property Investment Company plc
Completion of the Disposal of the Property Portfolio
Further to the Results of General Meeting announcement of 26
September 2023, the Board of Ediston Property Investment Company
plc (the "Company") announces the completion, on 29 September 2023,
of the sale (the "Disposal") of the entirety of the EPIC Group's
property portfolio to RI UK 1 Limited, a wholly owned subsidiary of
Realty Income, for a total gross aggregate cash consideration of
GBP196.8 million (comprising the headline consideration of GBP200.8
million less agreed deductions of GBP4.0 million) (the
"Consideration").
As previously indicated, it is the intention of the Board to
seek Shareholder approval for the voluntary liquidation of the
Company with the aim of distributing the Company's net assets
(which comprises of cash) to Shareholders by the end of this
calendar year, unless an appropriate corporate opportunity is
identified in the meantime which, in the view of the Board (having
consulted with key Shareholders), merits further consideration. The
Board would only recommend an alternative corporate opportunity if
it reasonably believed that such opportunity would offer
Shareholders greater benefit than a simple return of capital. In
the absence of such an opportunity, the Board intends to seek
Shareholder approval for voluntary liquidation following
finalisation of the completion balance sheet in relation to the
Disposal.
In the meantime, the Company will add the cash proceeds from the
Disposal to its existing cash. Apart from a small amount held in a
current account for operating expenses, the remainder will be held
in interest bearing current accounts. GBP113 million will be held
in a blocked account as security for the debt facilities that have
been successfully novated to the Company from the Company's
subsidiaries for a term of 6 months and otherwise on the same terms
that were in place prior to Completion. The interest earned from
funds in the blocked account will exceed the cost of servicing the
debt by approximately 2.3 per cent. p.a. assuming interest rates
remain at current levels.
The Board intends to maintain the current level of dividend,
with monthly dividend payments of 0.4167 pence per Ordinary Share
(the first of which is due to be paid on 29 September 2023) made to
Shareholders until the proposed liquidation date.
Should Shareholders approve the intended voluntary liquidation
of the Company on or around 31 December 2023, the estimated amount
per Ordinary Share available for distribution to Shareholders in
the liquidation (taking into account the estimated costs of
liquidation, service provider termination costs and estimated net
income in the period to liquidation) is expected to be
approximately 72.0 pence, except and to the extent that any
dividends are paid in the period between today's date and the date
of liquidation (inclusive of those dates).
Capitalised terms used and not defined in this announcement have
the meanings given to them in the circular sent to Shareholders
dated 8 September 2023, which is available on the Company's website
at https://www.epic-reit.com.
Enquiries
Investec Bank plc (Lead Financial
Adviser and Corporate Broker) 020 7597 4000
David Yovichic
Denis Flanagan
Dickson Minto Advisers
(Joint Financial Adviser and
Sponsor) 020 7649 6823
Douglas Armstrong
KL Communications (PR Advisers) 07729 911301
Stephanie Ross
Ben Robinson
IMPORTANT NOTICES
Information regarding forward-looking statements
This announcement and any information incorporated by reference
into this announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements in this announcement other than statements
of historical fact are forward-looking statements. They are based
on intentions, beliefs and/or current expectations and projections
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. Often, but not always, forward-looking statements can
be identified by the use of a date in the future or forward-looking
words such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects" or words
or terms of similar substance or the negative of those terms, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations or events that
are beyond the Company's control.
Forward-looking statements include statements regarding the
intentions, beliefs or current expectations of the Company
concerning, without limitation: (a) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (b) business and management strategies and the
expansion and growth of the Company's operations and assets; and
(c) the effects of global economic conditions on the Company's
business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of the EPIC Group
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Important factors that could cause the actual results,
performance or achievements of the EPIC Group to differ materially
from the expectations of the EPIC Group include, amongst other
things, general business and economic conditions globally, industry
and market trends, competition, changes in government and changes
in law, regulation and policy, including in relation to taxation,
interest rates and currency fluctuations, the outcome of any
litigation, the impact of any acquisitions or similar transactions,
and IT system and technology failures. Such forward-looking
statements should therefore be construed in the light of such
factors.
Neither the Company nor any of its Directors, officers or
advisers provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
Forward-looking statements contained in this announcement apply
only as at the date of this announcement. Other than in accordance
with its legal or regulatory obligations (including under the
Prospectus Regulation Rules, the Listing Rules, the Disclosure
Guidance and Transparency Rules and UK MAR) the Company is not
under any obligation and the Company expressly disclaims any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecast or estimate
No statement in this announcement is intended as a profit
forecast or profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings
per Ordinary Share or income, cash flow from operations or free
cash flow for the EPIC Group or the Company, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings, earnings per Ordinary
Share or income, cash flow from operations or free cash flow for
the EPIC Group or the Company, as appropriate.
Presentation of financial information
References to "GBP", "GBP", "pounds", "pounds sterling",
"sterling", "p" and "pence" are to the lawful currency of the
United Kingdom.
Certain financial data has been rounded, and, as a result of
this rounding, the totals of data presented in this announcement
may vary slightly from the actual arithmetic totals of such
data.
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END
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