Offer Update
May 13 2010 - 2:00AM
UK Regulatory
TIDMIRET TIDMRUGB
RNS Number : 8253L
ING UK Real Estate Income Trust Ltd
13 May 2010
ING UK Real Estate Income Trust Limited
13 May 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO
US PERSONS (AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE US SECURITIES ACT
OF 1933, AS AMENDED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Recommended Offer by IRET Securities Limited
(a wholly owned subsidiary of ING UK Real Estate Income Trust Limited)
for Rugby Estates Investment Trust plc
First closing date acceptance level and Offer declared unconditional as to
acceptances
Summary
The Boards of ING UK Real Estate Income Trust Limited ("ING UK RET") and IRET
Securities Limited ("IRET Securities") announce the level of acceptances for its
Offer for Rugby Estates Investment Trust plc ("Rugby REIT") and further announce
that the Offer is declared unconditional as to acceptances. The Offer, including
each of the Share Offer, the ZDP Alternative and the Cash Alternative, will
remain open for acceptances until 1.00 pm (London time) on 26 May 2010 unless
extended.
First closing date of the Offer - levels of acceptances
· As at 1.00pm (London time) on 12 May 2010, the first closing date of the
Offer, valid acceptances had been received in respect of 56,840,288 ordinary
shares of 1p each ("Shares") in Rugby REIT (including in respect of 4,782,065
Shares acquired during the Offer Period by ING UK RET), representing in total
approximately 96.43 per cent. of the existing issued share capital of Rugby
REIT.
· These acceptances include acceptances in respect of a total of 26,195,454
Rugby REIT Shares, representing approximately 44.44 per cent. of the existing
issued share capital of Rugby REIT in respect of which ING UK RET had secured
irrevocable undertakings to accept the Offer prior to the launch of the Offer.
· The following is a summary of the elections by Rugby REIT Shareholders as
at 1.00pm (London time) on 12 May 2010:
+--------------------+-----------------------+-----------------+
| Consideration | Approximate |Number of Rugby |
| election | percentage of Rugby | REIT Shares |
| | REIT existing issued | |
| | share capital | |
+--------------------+-----------------------+-----------------+
| ING UK RET | 18.85 | 11,110,897 |
| Ordinary Shares | | |
+--------------------+-----------------------+-----------------+
| ZDP Shares | 39.52 | 23,294,635 |
+--------------------+-----------------------+-----------------+
| Cash | 38.06 | 22,434,756 |
+--------------------+-----------------------+-----------------+
· Save as disclosed in this Announcement neither ING UK RET, IRET Securities
nor any person acting in concert with ING UK RET or IRET Securities for the
purposes of the Offer held any Rugby REIT shares (or rights over such shares)
prior to 15 February 2010, the first day of the Offer Period, nor has any such
person acquired or agreed to acquire any such shares (or rights over such
shares) since the commencement of the Offer Period.
Acceptance Condition
· The Offer is conditional upon, amongst other things, valid acceptances
being received in respect of more than 90 per cent in nominal value of Rugby
REIT Shares to which the offer relates, or such lesser percentage as IRET
Securities may in its sole discretion decide, provided such percentage exceeds
50 per cent. of the voting rights then exercisable at a general meeting of Rugby
REIT ("Acceptance Condition").
· As at 12 May 2010, valid acceptances representing greater than 90 per cent.
of the voting rights exercisable at a general meeting of Rugby REIT have been
received. Accordingly the Acceptance Condition has been satisfied and the Offer
has become unconditional as to acceptances.
Compulsory Acquisition
· As a result of IRET Securities receiving acceptances of the Offer in
respect of more than 90 per cent. of the Shares to which the Offer relates, as
soon as the Offer is declared unconditional in all respects IRET Securities
intends to implement the procedures set out in sections 979 to 991 (inclusive)
of the Companies Act 2006 to acquire compulsorily the remaining Rugby REIT
Shares on the same terms as the Offer.
Extension of the Offer
· The Offer will remain open for acceptance until 1.00 pm (London time) on 26
May 2010 unless extended.
· The Boards of ING UK RET and IRET Securities have resolved that each the
alternative forms of consideration set out in the Offer Document, which include
the Share Offer, the ZDP Alternative and the Cash Alternative, will also be
extended and will continue to be available to Rugby REIT Shareholders until 1.00
pm (London time) on 26 May 2010. Subject to the terms and conditions of the
Offer, Rugby REIT Shareholders may also elect for a combination of the above
options in respect of their holding of Rugby REIT Shares.
· Shareholders who have not accepted the Offer are urged to do so without
delay. Rugby REIT shareholders who hold their Shares in certificated form and
want to accept the Offer should complete the Form of Acceptance and send this
together with their share certificates to Computershare Investor Services PLC as
set out in the Offer Document, so as to be received as soon as possible and, in
any event, by no later than 1.00 pm (London time) on 26 May 2010. Rugby REIT
shareholders who hold their Shares in uncertified form should ensure that an
electronic acceptance is made through CREST so that the TTE Instruction settles
no later than 1.00 pm (London time) on 26 May 2010, as set out in the Offer
Document.
De-listing
· Subject to any applicable requirements of the London Stock Exchange
("LSE"), ING UK RET intends to procure that Rugby REIT makes an application to
cancel the trading of Rugby REIT shares and the listing of Rugby REIT shares on
the LSE. Since it has attained over 90 per cent. of the voting rights of Rugby
REIT, it intends to proceed to de-list as soon as the Offer is declared
unconditional in all respects. De-listing would significantly reduce the
liquidity and marketability of Rugby REIT Shares not assented to the Offer at
that time and the value of any such Rugby REIT Shares may be affected as a
consequence.
For further information:
ING Real Estate Investment Management
Tel: 020 7767 5648
(Investment Manager)
Michael Morris
Helen Stott
ING Corporate Finance
Tel: 020 7767 1000
(Joint Financial Adviser to ING UK RET)
William Marle
John Denby
J.P. Morgan Cazenove
Tel: 020 7588 2828
(Joint Financial Adviser and Broker to ING UK RET)
William Simmonds
Northern Trust
Tel: 01481 745 529
(Company Secretary)
David Sauvarin
Financial Dynamics
Tel: 020 7269 7144
(Financial PR)
/ 020 7269 7261
Dido Laurimore
Laurence Jones
Terms defined in the Offer Document dated 21 April 2010 have the same meaning in
this Announcement, unless the context requires otherwise.
The full terms of and conditions to the Offer are set out in the Offer Document
and the Form of Acceptance. In deciding whether or not to accept the Offer,
Rugby REIT shareholders should rely solely on the information contained in, and
follow the procedures set out in, the Offer Document and Form of Acceptance.
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF
THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
If you are in any doubt about the Offer, the contents of this Announcement or
what action you should take, you are recommended to seek your own personal
financial advice immediately from your stockbroker, bank manager, solicitor,
accountant or independent professional adviser duly authorised under the
Financial Services and Markets Act 2000 if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent financial
adviser.
END
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