TIDMEPIC
RNS Number : 8681W
Ediston Property Inv Comp PLC
14 December 2023
Ediston Property Investment Company plc
(LEI: 213800JRL87EGX9TUI28)
Net Asset Value ('NAV') as at 30 September 2023
Dividend and Company Update
Ediston Property Investment Company plc (LSE: EPIC) (the
'Company') announces its unaudited NAV as at 30 September 2023, the
declaration of an interim dividend and an update following
finalisation of the disposal of the Company's property
portfolio.
NAV per Share as at 30 September 2023
The unaudited NAV of the Company at 30 September 2023 was
GBP150.83 million, or 71.37 pence per share (30 June 2023 - 80.77
pence per share).
Pence Per GBP million
Share
NAV at 30 June 2023 80.77 170.69
---------- ------------
Capital expenditure (0.81) (1.72)
---------- ------------
Disposal of portfolio (6.48) (13.70)
---------- ------------
Disposal transaction costs (1.63) (3.44)
---------- ------------
Income earned 1.76 3.73
---------- ------------
Expenses & finance costs (0.99) (2.09)
---------- ------------
Dividends paid (1.25) (2.64)
---------- ------------
NAV at 30 September 2023 71.37 150.83
---------- ------------
The NAV attributable to the ordinary shares has been calculated
under International Financial Reporting Standards ('IFRS'). It does
not include a provision for any accrued monthly dividend.
The figures in respect of the disposal of the portfolio (the
'Disposal') to RI UK 1 Limited, a wholly owned subsidiary of Realty
Income, reflect the agreed headline price of GBP200.8 million prior
to agreed and customary deductions, in addition to the
crystallisation of lease incentives. Disposal transaction costs are
presented separately in the above table and are distinct from the
GBP0.39 million of Strategic Review costs recognised within the
June 2023 NAV.
The table presents the movement from the prior NAV as at the
quarter end of 30 June 2023. By way of further information, t he
Company's independent valuer, Knight Frank, completed an additional
valuation of the property portfolio in connection with the disposal
transaction as at 15 August 2023. At that date, the portfolio was
valued at GBP207.25 million, a decline of GBP1.17 million from the
30 June 2023 valuation.
With the Disposal in the process of being finalised, the Company
has been holding the cash proceeds therefrom, together with its
existing cash reserves, in interest bearing current accounts, save
for a small amount which has been held in a current account for
operating expenses. GBP113 million of cash has been held in a
blocked account as security for the debt facilities that were
successfully novated to the Company from the Company's subsidiaries
immediately prior to completion of the Disposal. The interest
earned from funds in the blocked account has exceeded the cost of
servicing the debt facilities by approximately 2.35 per cent. on an
annualised basis. Cumulatively this will enable the Company to
generate income, net of interest costs, of approximately GBP
660,000 over the period from the end of September to liquidation
(assuming repayment of the debt in early January 2024 prior to
liquidation of the Company shortly thereafter) in relation to the
principal loan balance of GBP111.1 million.
Declaration of Interim Dividend
Although the company is no longer a REIT and does not hold any
real estate assets, it is obligated to make a property income
distribution in respect of income collected during earlier periods.
The Company therefore declares its interim dividend payment in
respect of the period from 1 to 30 November 2023 of 0.4167 pence
per share (0.3329 pence of which constitutes a property income
distribution, thereby extinguishing the remaining PID reserve), as
timetabled below:
Ex-Dividend 21 December 2023
Date:
Record Date: 22 December 2023
Pay Date: 8 January 2024
This monthly dividend of 0.4167 pence per share equates to an
annualised dividend level of 5.00 pence per share and is unchanged
from the previous dividend declared on 1 November 2023.
With approval expected to be sought from Shareholders in January
2024 for the voluntary liquidation of the Company (as to which see
further below), it is not anticipated that the Company will declare
any further dividends. The four PID/dividend distributions made by
the Company to its shareholders over the period from completion of
the sale of the property portfolio to liquidation of the Company
are therefore expected to total 1.67 pence per Share in
aggregate.
Company Update
The completion accounts in connection with the Disposal have
been finalised this week in accordance with the timetable set out
in the sale agreement. Accordingly, the Board is now in a position
to take the necessary steps to seek Shareholder approval for the
voluntary liquidation of the Company, as previously advised. A
circular will shortly be sent to shareholders convening a general
meeting of the Company at which the requisite resolution will be
put forward to allow liquidation to take place. The resolution will
be proposed as a special resolution, meaning it will require a
majority of at least 75 per cent of votes cast to be in favour in
order for it be passed.
The circular will contain full details of the liquidation
proposal, including the anticipated quantum of the distribution(s)
to be made to Shareholders pursuant to the liquidation. By way of
initial guidance, and working on the assumption that the Company
enters into liquidation on 11 January 2024, it is currently
estimated that the NAV per Share as at liquidation will be no less
than 70.21 pence, with such figure to increase by an additional
0.17 pence per Share provided the appropriate tax clearances are
received as expected from HMRC in due course. When aggregated with
the four PID/dividend distributions totalling 1.67 pence per Share
paid or to be paid by the Company on or after 29 September 2023,
Shareholders will thus have received back a minimum of 71.88 pence
per Share in total, materially in line with the estimation made at
the time of the Disposal in September.
Shareholders will receive an initial distribution of no less
than 69.0p per Share, with the balance to be retained by the
Liquidators to meet current, future and contingent liabilities of
the Company, including any outstanding costs and expenses of the
liquidation itself and potential tax liabilities. Once the
Liquidators have satis ed all the claims of creditors of the
Company and paid the costs and expenses of the liquidation and
obtained tax clearance for pre- and post-liquidation periods from
HMRC, it is expected the Liquidators will make a final distribution
to Shareholders of any residual cash. The final distribution, if
any, will be at a time to be determined solely by the Liquidators,
but would be expected in the region of six to nine months.
A further announcement will be made by the Company upon
publication of the circular, which is expected to be on or around
20 December 2023, with the general meeting expected to be held on
11 January 2024.
Following the change in the Company's accounting reference date
to 31 March 2024 the unaudited Interim Report and Accounts to 30
September 2023 will be published prior to 31 December 2023.
Enquiries
David Yovichic - Investec Bank plc 0207 597 6000
Calum Bruce - Ediston Investment Services Limited 0131 225
5599
Susan Fadil - JTC 0203 893 1011
Ben Robinson - Kaso Legg Communications 0203 995 6672
Stephanie Ross - Kaso Legg Communications 0203 995 6676
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014. Upon the
publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
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END
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