Offer Extension
May 27 2010 - 2:00AM
UK Regulatory
TIDMIRET TIDMRUGB
RNS Number : 6160M
ING UK Real Estate Income Trust Ltd
27 May 2010
ING UK Real Estate Income Trust Limited
27 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
Second closing date acceptance level and Extension of Offer
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"). The Offer was
declared unconditional in all respects on 14 May 2010. 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 29 June 2010.
Extension of the Offer
The Offer will remain open for acceptance until 1.00 pm (London time) on 29 June
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 29 June 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 29 June 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 29 June 2010, as set out in the Offer
Document.
Levels of acceptance
As at 1.00pm (London time) on 26 May 2010, the second closing date of the Offer,
valid acceptances had been received in respect of 57,613,041 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 97.7 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 26 May 2010:
+----------------+-------------------+--------------+
| Consideration | Approximate | Number of |
| election | percentage of | Rugby REIT |
| | Rugby REIT | Shares |
| | existing issued | |
| | share capital | |
+----------------+-------------------+--------------+
| ING UK RET | 19.7% | 11,581,850 |
| Ordinary | | |
| Shares | | |
+----------------+-------------------+--------------+
| ZDP Shares | 39.5% | 23,305,635 |
+----------------+-------------------+--------------+
| Cash | 38.6% | 22,725,556 |
+----------------+-------------------+--------------+
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.
Compulsory Acquisition
IRET Securities Ltd has implemented 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, and the compulsory acquisition
process is expected to be completed on 29 June 2010.
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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