TIDMIPT TIDMIRP
RNS Number : 8581Z
ISIS Property Trust Limited
13 March 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION IN
PARTICULAR THE UNITED STATES, CANADA, AUSTRALIA AND JAPAN
13 March 2013
ISIS PROPERTY TRUST LIMITED ("IPT" OR THE "COMPANY")
PUBLICATION OF CIRCULAR
Further to the joint announcement made by the Company and IRP
Property Investments Limited ("IRP") on 7 February 2013, the Board
is pleased to announce that the Company has published a circular
(the "Circular") in connection with the recommended proposals for
the winding up and reconstruction of the Company (the "Scheme").
The Scheme will result in the Company's business and assets
(including IPT's wholly owned subsidiary, IPT Property Holdings
Limited, which holds the property portfolio) being transferred to a
newly incorporated Guernsey company which is wholly owned by IRP,
F&C UK Real Estate Finance Limited, in return for the issue of
New Shares to IPT Shareholders.
The Board believes that this recommended merger of the Company
with IRP will create a larger and more liquid investment company
which will be more attractive to existing and new investors
particularly given the significant changes that the UK wealth
management sector is currently undergoing.
The Circular convenes a general meeting to be held on 11 April
2013 at 10.00 a.m. at Trafalgar Court, Les Banques, St. Peter Port,
Guernsey GY1 3QL (the "General Meeting"). An ordinary resolution
will be proposed at the General Meeting, inter alia, to sanction
the Scheme and special resolutions will be proposed to amend the
Company's articles of association for the purposes of the Scheme's
implementation and to approve the winding up of the Company and the
appointment of the Liquidators.
If the resolutions are passed at the General Meeting and the
other conditions of the Scheme are satisfied, it is expected that
the Scheme will become effective on 11 April 2013.
Under the Scheme, IPT Shareholders will receive New Shares on a
NAV for NAV basis. It is intended that the NAV per IPT Share and
IRP Share will be calculated as at 31 March 2013 on the basis of a
valuation of the respective property portfolios as at that
date.
The NAV of each share will be calculated using each company's
respective accounting policies (which are identical). The property
valuations will be determined by the independent Valuer, who is the
same for both portfolios. The NAVs of each company will be subject
to adjustments for any dividends declared with a record date in the
period from the date of the calculation of the respective NAVs to
completion of the Scheme.
Based on the unaudited net asset values per IPT Share and per
IRP Share as at 31 December 2012 of 92. and 72.0p respectively,
adjusted for dividends expected to be paid in respect of the
quarter to 31 December 2012 but not yet paid as at that date, an
IPT Shareholder would receive 1.29 New Shares in IRP in respect of
each IPT Share held.
The Prospectus published by IRP in connection with the Scheme
includes a valuation report prepared by the independent Valuer as
at 28 February 2013 and the aggregate Market Value of each of the
IRP Property Portfolio, the IPT Property Portfolio and the Combined
Portfolio, as at that date, are set out below:
The Market Value of the IPT GBP118,930,000
Property Portfolio:
--------------------------------- ---------------
The Market Value of the IRP GBP157,885,000
Property Portfolio:
--------------------------------- ---------------
The Market Value of the Combined GBP276,815,000
Portfolio:
--------------------------------- ---------------
Copies of the Circular are available for inspection during
normal business hours on any weekday (Saturdays, Sundays and public
holidays excepted) at the offices of F&C Asset Managers
Limited, Exchange House, Primrose Street, London EC2A 2NY and the
registered office of the Company, Trafalgar Court, Les Banques, St.
Peter Port, Guernsey GY1 3QL.
A copy of the Circular will also be available free of charge
from the Company's website, www.isispropertytrust.com, and via the
National Storage Mechanism at
http://www.morningstar.co.uk/uk/NSM
Enquiries:
Simon Cordery F&C Asset Management Tel: +44(0) 20
plc 7628 8000
Gordon Neilly/ Cantor Fitzgerald, Tel: +44(0) 207
Sue Inglis Financial Adviser 894 8096
to IPT
Charlie Ricketts Cenkos Securities Tel: +44(0) 207
plc 397 1910
Cantor Fitzgerald, which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for
IPT and no one else in relation to the Scheme and will not be
responsible to anyone other than IPT for providing the protections
afforded to clients of Cantor Fitzgerald nor for providing advice
in relation to the proposed transaction.
This announcement is not intended to and does not constitute, or
form any part of, an offer to sell or an invitation to subscribe
for or purchase any securities or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Scheme or otherwise.
Any response in relation to the Scheme will be made only on the
basis of the information contained in the Circular or any other
document by which the Scheme is made. IPT Shareholders are advised
to read carefully the formal documentation in relation to the
Scheme once it has been dispatched. This announcement does not
constitute a prospectus or prospectus equivalent document.
Forward Looking Statements
This announcement contains statements about IPT and IRP that are
or may be forward looking statements. All statements other than
statements of historical facts included in this announcement 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", "continue", "should" or,
words or terms of similar substance or the negative thereof, are
forward looking statements. Forward looking statements include
statements relating to the following: (i) future capital
expenditure, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of IPT's operations and
potential synergies resulting from the Scheme; and (iii) the
effects of government regulation on IPT's business.
Such forward looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers
are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. IPT disclaim
any obligation to update any forward looking or other statements
contained herein, except as required by applicable law.
APPENDIX - DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
"Circular" the circular to be sent to IPT
Shareholders containing the terms
and conditions of the Scheme, details
of the proposals and the resolutions
required to implement them
"Combined Portfolio" the IPT Property Portfolio and
the IRP Property Portfolio
"IPT" or the "Company" ISIS Property Trust Limited
"IPT GM" the general meeting of IPT (or
any adjournment thereof) to be
held in connection with the Scheme
for the purposes of, inter alia,
obtaining shareholder approval
for the Scheme and the steps necessary
to implement the Scheme
"IPT Property Portfolio" the direct and indirect property
assets of IPT as at the date of
this document
"IPT Shareholders" the holders of IPT Shares
"IPT Shares" the existing fully paid ordinary
shares of 1p each in the capital
of IPT
"IRP" IRP Property Investments Limited
"IRP Property Portfolio" the direct and indirect property
assets of IRP as at the date of
this document
"IRP Shareholders" the holders of IRP Shares
"IRP Shares" the existing fully paid ordinary
shares of 1p each in the capital
of IRP
"NAV" in relation to an IPT Share and/or
an IRP Share as the case may be,
means its net asset value on the
relevant date as calculated on
the basis of the relevant company's
normal accounting policies
"New Shares" the ordinary shares to be issued
by IRP to IPT Shareholders pursuant
to the Scheme
"Scheme" the proposed scheme of reconstruction
of IPT including the transfer,
by the liquidators appointed by
IPT, of the assets of IPT to IRP
in consideration of the issue of
New Shares to IPT Shareholders
in respect of their interests in
IPT
"Valuer" DTZ Debenham Tie Leung Limited
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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