Capital Reorganisation -Amend

RNS Number:4577F
Westbury Property Fund Limited
19 November 2004


The Issuer advisers that the following announcement replaces the RNS
announcement 4519F released at 15.44 pm today. The number of Ordinary Shares
offered under the Placing should read 20.25 million and not 20.45 million as
originally notified. All other details remain unchanged.


Not for release, distribution or publication in or into the United States of
America, Canada, Australia, Japan, the Republic of Ireland or the Republic of
South Africa or their respective territories and possessions, or in any other
jurisdiction in which its distribution or publication is restricted or
prohibited.



19 November 2004


Enquiries:      Richard Burrell                            Tel: 01244 893 680
                Berrington Fund Management Limited         www.berringtonfm.com

                Paul Richards                              Tel: 020 7523 8350
                Collins Stewart Limited

                Shirley Hatherton                          Tel: 020 7294 3615
                Lansons Communications




               The Westbury Property Fund Limited (the 'Company')


Proposed voluntary conversion of Income Shares and Capital Shares into Ordinary
  Shares, Placing of Ordinary Shares and Open Offer to Qualifying Shareholders


Introduction

The Board announces today proposals to raise up to #30.47 million through the
issue of Ordinary Shares and for a capital reorganisation under which Income
Shareholders and Capital Shareholders are being given the opportunity to elect
to convert their Income Shares and Capital Shares into Ordinary Shares.

The net proceeds of the Placing and the Open Offer will provide additional
capital for investment. Once the proceeds of the issue of the Ordinary Shares
have been invested the Board's long term objective, subject to continual review,
is to increase bank and/or other borrowings to a level where borrowings amount
to approximately 55 per cent. of Gross Assets.

Background to and Reasons for the Proposals

The Company was launched in April 2002, raising #30,664,286 (before expenses)
through the issue of 20,848,140 Income Shares and 9,816,146 Capital Shares. The
Company also arranged loan facilities with Bradford & Bingley for #46 million of
which #43.5 million has been drawn down. Following the Company's launch, the
Group is now substantially fully invested.



Since launch, the Company has produced a strong performance with the net asset
value of the Capital Shares having increased by 72.3 per cent. over the period
from #9.4 million as at 18 April 2002 to #16.2 million as at 30 September 2004.
As is explained more fully below, the Board and its Investment Manager believe
that there continue to be attractive investment opportunities, which the Group
can access with additional funds from an issue of Ordinary Shares and the
consequent ability to draw down further borrowings.

This strong performance of the Company has attracted interest from new
investors. However the Board believes that two significant factors may be
preventing potential investors from investing in the Company:
     
(a)  there are currently only 20,848,142 Income Shares and 9,816,148 Capital
     Shares in issue. These are held predominantly by long term investors and as 
     a consequence, the liquidity in these shares is poor. As a result, 
     institutional investors are unable to access sufficient shares to make a 
     meaningful investment in the Company; and

(b)  the Company's split capital structure. For some potential investors, the
     investment profiles of the Income Shares and Capital Shares do not match 
     their own investment requirement. For other potential investors, the 
     difficulties experienced by some split capital investment trusts has 
     resulted in these investors being precluded from buying shares in split 
     capital companies.

It is proposed that by raising money through the issue of Ordinary Shares, this
will provide potential investors with the opportunity to invest in the Company
in a size that is attractive to them and in a share class that does not have the
same split capital characteristics as the Income Shares and Capital Shares.

The Placing and the Open Offer

Based on the Assumptions the Placing and Open Offer are expected to raise up to
#28.45 million, net of expenses. The Board and the Investment Manager believe
that there are a number of opportunities to invest the net proceeds of the Issue
and, as described below, money raised from the draw down of future borrowings.

At this time, the Group does not have any exposure (other than in respect of its
most recent joint venture in property adjacent to the North Circular road in
London) to property either in Central London or within the M25 corridor. In
investing the Issue proceeds the Group will, in the short term, target multi-let
offices within Central London and the South East, as well as South East
industrial property. In the medium term, the Group will be looking to target
retail warehouses, South East and City offices and South East business parks.
However investment will not be restricted to these geographical areas and a
flexible approach will be adopted in investing in all types of commercial
property throughout the UK in order to enhance value for shareholders.

The Investment Manager together with the Investment Advisers are introduced to
and consider a number of investment opportunities at any time. The Directors are
currently reviewing a number of potential acquisitions in which the Company may
invest the proceeds of the Issue. In the absence of unforeseen circumstances,
the Directors believe that it is reasonable to expect the proceeds of the Issue
to be fully invested within 12 months of Admission. Pending investment of the
proceeds of the Issue, the monies raised will be held on deposit at the
Company's bank.

The Group is restricted to investing not more than 15 per cent. of its Gross
Assets in any one property or from receiving more than 20 per cent. of its gross
rent from a single tenant. An increase in the size of the Group will enable it
to increase the value of the properties that it acquires. An increase in size
will allow the Group to look at acquiring certain properties that are adjacent
to two of its existing investments which if acquired, are expected to enhance
the overall value of both the existing properties and new properties.

Banking

At the time of the Company's launch it secured loan facilities of up to #46
million from Bradford & Bingley. #43.5 million of these has been drawn down.

It is the Board's intention that once the net Issue proceeds have been invested
that the Company will draw down further borrowings from banks or other financial
institutions of an amount that would result in the Company's overall borrowings
(including the amounts borrowed from Bradford & Bingley) amounting to
approximately 55 per cent. of Gross Assets. The Board is satisfied, taking into
account the type of properties in which the Group invests and the level of
intended borrowings, such borrowing facilities will be available. The Board
believes that the Group will benefit from this approach as it will enable the
Group to put in place the most appropriate borrowings at the time and save the
Group from paying commitment fees on undrawn borrowings.

Capital Reorganisation

It is proposed that holders of the Income Shares, the Capital Shares and the
Units will be given the opportunity to convert their shares into Ordinary Shares
should they wish to do so. Holders of the Units will be able to split their
Units into their constituent parts of Income Shares and Capital Shares, should
they wish to retain those shares as opposed to holding Ordinary Shares or if
they wish to convert only one class of those shares into Ordinary Shares and
retain the other.

If following Conversion less than 10 per cent. of all Income Shares or Capital
Shares issued remain in issue, the Company proposes to compulsorily convert the
remaining Income Shares and Capital Shares (as appropriate) into Ordinary Shares
at the same rate as under the Conversion.

The options available for Income Shareholders and Capital Shareholders and
holders of the Units are set out below.

Income Shareholders

Income Shareholders will be able to either:

(1) continue holding Income Shares until 2010; or
(2) convert some or all of their Income Shares into Ordinary Shares now

Retain Income Shares

If an Income Shareholder retains his holdings of Income Shares, then he will
receive a fixed cumulative dividend of 8p per Financial Year per Income Share,
which will be paid in priority to all other dividends. In March 2010 the Income
Shareholders will have the opportunity of either redeeming their Income Shares
at 100p or converting them into Ordinary Shares at a conversion price for
Ordinary Shares referable to the net asset value of an Ordinary Share at that
time.

Convert into Ordinary Shares now

Pursuant to the Conversion, holders of Income Shares will be able to convert
some or all of their Income Shares into Ordinary Shares at the rate of 1,075
Ordinary Shares for every 1,000 Income Shares.In determining this conversion
rate, the Board has taken into account the average mid market price of 107.5p in
the 10 days prior to the date of the Prospectus.

Capital Shareholders

Capital Shareholders will be able to either:

(1) continue holding Capital Shares until 2010; or
(2) convert some or all of their Capital Shares into Ordinary Shares now

Retain Capital Shares

If a holder retains their Capital Shares, then they will retain their geared
exposure to the Company's underlying assets and it is estimated will, in the
absence of unforeseen circumstances, receive a dividend of 4p per share in
respect of the period to 31 December 2005. In March 2010 they will have the
opportunity of redeeming their Capital Shares at their net asset value (less any
associated costs) or converting them into Ordinary Shares at a conversion price
referable to the net asset value of an Ordinary Share at that time.

Convert into Ordinary Shares now

Pursuant to the Conversion, holders of Capital Shares will be able to convert
some or all of their Capital Shares into Ordinary Shares at the rate of 1,395
Ordinary Shares for every 1,000 Capital Shares. In determining the conversion
rate the Board has taken into account the average mid market price 139.5p of the
Capital Shares for the 10 days prior to the publication of the Prospectus.

Unit Holders

Shareholders who hold Units currently hold Units which comprise 2 Income Shares
and 1 Capital Share per Unit, which is substantially the same proportion of
Income Shares to Capital Shares in the Company's capital structure. In effect
the Unit currently has the same investment characteristics of an Ordinary Share
as its returns reflect the overall return attributable to Shareholder funds as
opposed to the returns on either the Income Shares or Capital Shares that
reflect the particular rights attaching to those shares.

Under the Proposals, Shareholders who hold Units are being given the opportunity
to split their Units into their constituent parts of Income Shares and Capital
Shares and convert some or all of the Income Shares and/or the Capital Shares
which comprise their Units into Ordinary Shares.

It is intended that Units should no longer exist and they will be suspended from
trading on the London Stock Exchange and the Channel Islands Stock Exchange from
close of business on 15 December 2004 before being cancelled from trading as
Units on close of business on 20 December 2004. The suspension and cancellation
from trading of the Units will not affect the underlying Income Shares and
Capital Shares which will continue to be listed and traded on the London Stock
Exchange and the Channel Islands Stock Exchange.

Ordinary Shares

Dividends

The Ordinary Shares are designed to offer an attractive level of dividend
income. After the payment of the dividend in respect of the Income Shares, the
Ordinary Shareholders will be entitled to a fixed preferential dividend at a
rate of 2p per Ordinary Share for each Financial Year.

The Directors expect that, on the basis of the Assumptions and in the absence of
unforeseen circumstances, the Company will pay an additional 4p per Ordinary
Share in respect of the period ending 31 December 2005, which when aggregated
with the fixed preferential dividend amounts to 6p per Ordinary Share for that
period. These dividends are expected to be paid in March, June, September and
December of next year commencing in March 2005. This statement should not be
taken as a forecast of profits or dividends.

Capital entitlement

The Ordinary Shareholders will be entitled to a return of capital of 67p per
share ranking pari passu with the Income Shareholder's entitlement to the Income
Capital Return, and thereafter to a return of capital ranking pari passu with
the Capital Shareholders.

Voting rights

Ordinary Shareholders will be entitled to attend and vote at all general
meetings of the Company.

Placing and Open Offer Arrangements

The Placing

Up to 20.25 million Ordinary Shares are being offered under the Placing. The
Placing is not being underwritten by Collins Stewart and no commissions are
payable to placees.

The Ordinary Shares are available for subscription at the Placing Price per
share payable in full upon application.

The Open Offer

Up to 10.22 million Ordinary Shares are being offered under the Open Offer to
Qualifying Shareholders at the Placing Price of 100p per share payable in full
on application. The Open Offer is not being underwritten by Collins Stewart.

The Company invites Qualifying Shareholders, subject to the terms and conditions
set out in Part 4 of the Prospectus and in the accompanying Application Form, to
apply for Ordinary Shares at the Placing Price payable in full on application up
to a maximum pro rata entitlement calculated on the basis of:

1 Ordinary Share for every 3 Income Shares held on the Record Date.

1 Ordinary Share for every 3 Capital Shares held on the Record Date.

Entitlements of Qualifying Shareholders to Ordinary Shares will be rounded down
to the nearest whole number of shares. Fractional entitlements which would
otherwise have arisen will not be allotted to Qualifying Shareholders but will
be aggregated and subscribed under the Placing for the benefit of the Company.

Qualifying Shareholders wishing to apply for Ordinary Shares under the Open
Offer should carefully read the terms and conditions in the Application Form and
in Part 4 of the Prospectus before completing and returning the Application
Form. Further information in relation to the Open Offer is continued in Part 4
of the Prospectus.

General

The Issue, being the Placing and the Open Offer, is subject, among other things,
to valid applications being received under the Placing for a minimum of 15
million Ordinary Shares (or such lesser number as may be agreed by the Company,
the Manager and Collins Stewart in their absolute discretion).

The Placing is conditional, among other things, upon the passing of the
Extraordinary Resolutions to be proposed at the Separate General Meetings and
the passing of the Special Resolution at the Extraordinary General Meeting and
Admission of the Ordinary Shares.


Expected Timetable of Principal events

Record Date for the Open Offer                                                   close of business on 18 November

Prospectus published and sent to all Shareholders                                                     19 November

Latest time and date for splitting Application Forms in respect of
the Open Offer (to satisfy bona fide market claims only)                         close of business on 13 December

Latest time and date for receipt of Forms of Proxy for:
* Separate General Meeting of holders of Income Shares                                    10.00 am on 15 December
* Separate General Meeting of holders of Capital Shares                                   10.05 am on 15 December
* Extraordinary General Meeting                                                           10.10 am on 15 December

Latest time and date for receipt of Election Forms, Application                             3.00pm on 15 December
Forms and payment in full under the Open Offer

Record date for Conversion                                                       close of business on 15 December

Suspension of trading of the Units on the London Stock
Exchange and Channel Islands Stock Exchange                                      close of business on 15 December

Separate General Meeting of holders of Income Shares                                      10.00 am on 17 December

Separate General Meeting of holders of Capital Shares                                     10.05 am on 17 December

Extraordinary General Meeting                                                             10.10 am on 17 December

Results of proposals announced                                                                        17 December

Conversion Date close of business on                                                                  20 December

Cancellation of trading of the Units on the London Stock                         close of business on 20 December

Exchange and Channel Islands Stock Exchange *
Dealings commence in the Ordinary Shares on the London
Stock Exchange and the Channel Islands Stock Exchange                                                 21 December

CREST accounts credited with Ordinary Shares                                                          21 December

Despatch of definitive certificates in respect of
Ordinary Shares week commencing                                                                       27 December



* Note: the underlying Income Shares and the Capital Shares comprising the Units
will not be suspended nor cancelled from trading on the London Stock Exchange
and Channel Islands Stock Exchange.

Ends



This announcement does not constitute an offer or invitation to subscribe for or
purchase any securities in The Westbury Property Fund Limited and neither this
announcement nor anything contained herein shall form the basis of any contract
or commitment whatsoever. Neither this announcement nor any copy hereof may be
distributed in any jurisdiction outside the UK where its distribution may be
restricted by law. Persons who receive this announcement should make themselves
aware of and adhere to any such restrictions. The decision to purchase shares in
The Westbury Property Fund Limited should be made only on the basis of the
relevant Listing Particulars and in particular, the Risk Factors and Principal
Bases and Assumptions set out therein. The price of the shares and the income
derived from them can go down as well as up. Past performance is not necessarily
a guide to future performance. This announcement has been issued by The Westbury
Property Fund Limited and is the sole responsibility of it.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

CARFGMMMVLRGDZM
Westbury Property Fund (LSE:WPFI)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024