TIDMSLI
RNS Number : 0835J
Standard Life Invs Property Inc Tst
06 June 2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, AUSTRALIA, NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR
SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN
STANDARD LIFE INVESTMENT PROPERTY INCOME TRUST LIMITED OR
SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION, INCLUDING THE
UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR THE FACT OF ITS
DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION
WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN ANY
JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A
RECOMMENDATION REGARDING ANY SECURITIES.
ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF
THE FINAL PROSPECTUS TO BE PUBLISHED BY THE COMPANY AND ANY
SUPPLEMENT THERETO IN CONNECTION WITH ADMISSION.
STANDARD LIFE INVESTMENTS PROPERTY INCOME TRUST LIMITED
To: RNS
From: Standard Life Investments Property Income Trust Limited
Date: 6 June 2014
The Board of Standard Life Investments Property Income Trust
Limited (the "Company") today announces proposals to raise
additional equity capital pursuant to an Initial Placing, an Offer
for Subscription and a Placing Programme.
In recent months, investor demand for the Company's ordinary
shares has been such that the Shares have traded at a premium to
their net asset value. This has provided the opportunity to the
Company to issue new Ordinary Shares at a premium to the net asset
value in order to satisfy that demand and the Company has issued a
total of 13,677,491 Ordinary Shares since the annual general
meeting of the Company held in May 2013 (representing approximately
8.5 per cent. of the Company's total issued share capital as at 5
June 2014) pursuant to the general Shareholder authority granted at
the annual general meeting on that date.
In order to take advantage of the prevailing market conditions
and investment opportunities identified by the Investment Manager
the Board is proposing to raise additional share capital through an
Initial Placing together with an Offer for Subscription.
The Proposals are subject to the approval of Shareholders at the
General Meeting. Accordingly the Board has today posted a circular
to Shareholders to convene a general meeting at which the
appropriate Shareholder authority will be sought to issue New
Shares in the Company pursuant to the Initial Placing and Offer on
a non pre-emptive basis. The General Meeting will be held at
6.00p.m. on 24 June 2014 at The Old Government House Hotel, St
Ann's Place, St Peter Port, Guernsey GY1 2NU.
Following the Initial Placing and Offer, the Directors intend to
implement the Placing Programme. Once the existing and proposed
Shareholder allotment authorities have been exhausted, the Company
will convene further general meetings to seek Shareholder approval
for the disapplication of pre-emption rights in relation to each
issue of New Shares under the Placing Programme.
Reasons for the Proposals
In the period from the Company's annual general meeting held in
May 2013, the Board has exercised its existing authorities in
issuing 13,677,491 new Shares on a non pre-emptive basis for cash
and at a premium to the prevailing NAV. The Board believes, given
the current market conditions, that there is an opportunity to
enhance returns to Shareholders through growing the Company and its
investment portfolio.
The Board has given careful consideration to the Proposals and
believes that in the light of the current market conditions and the
level of the Company's share price the structure of the fund
raising by way of an Initial Placing with an Offer for Subscription
and a Placing Programme is the most suitable option available to
the Company and its Shareholders as a whole. The Board is proposing
to provide priority rights for existing Shareholders under the
Initial Placing and Offer.
The Board further believes that the Proposals offer significant
benefits for all Shareholders as noted below.
-- Any proceeds raised under the Issues will increase the net
and gross assets of the Company respectively and reduce the
leverage of the Group.
-- The Issues offer the Company the potential opportunity to
acquire further commercial properties that should enhance the
performance of the Property Portfolio. The Board believes that such
acquisitions should also further diversify the Property
Portfolio.
-- The Issues would significantly increase the market
capitalisation of the Company which should therefore increase
liquidity in the Ordinary Shares.
-- As a result of the Issues, the fixed costs of the Group would
be spread over a larger asset base and therefore the total expense
ratio of the Group would be reduced.
Details of the terms of the Proposals
The Initial Placing and Offer for Subscription
Under the Initial Placing and Offer, the Company is proposing to
issue up to 50 million New Shares in accordance with the Law and
the Articles subject to Shareholder approval at the General
Meeting. The price of the New Shares to be issued pursuant to the
Initial Placing and Offer will be calculated as a premium of
approximately five per cent. to the Adjusted NAV per Share as at 30
June 2014. The Investment Manager is actively targeting a pipeline
of potential acquisitions and the net proceeds of the Initial
Placing and Offer will be used to acquire further UK commercial
properties in accordance with the Company's investment policy.
It is expected that in the event that the number of New Shares
applied for under the Initial Placing and Offer results in the
Company receiving net proceeds which are significantly in excess of
the size of the Initial Placing and Offer then it would be
necessary to scale back such applications. In such event New Shares
will be allocated, as far as reasonably possible, so that
applications from existing Shareholders are given priority over
other applicants, and, where applicable, with a view to ensuring
that existing Shareholders are allocated such percentage of New
Shares as is as close as possible to their existing percentage
holding of Ordinary Shares.
The Placing Programme
The Company is also proposing the Placing Programme to enable
the Company to raise additional capital in the period from July
2014 to June 2015 if it is able to identify further properties that
are suitable for acquisition. This should enable the Investment
Manager to make a series of accretive property acquisitions over
the period to June 2015 whilst also mitigating the risk of cash
drag on Shareholders' funds. Once the Company's existing
Shareholder authority and the authority granted at the General
Meeting has been exhausted the Company will convene a general
meeting to seek Shareholder approval for the disapplication of
pre-emption rights in relation to each issue of New Shares under
the Placing Programme.
Under the Proposals New Shares will only be issued to new and
existing Shareholders at a premium to the prevailing NAV at the
time of issue.
The Prospectus
The Company intends to publish a prospectus in relation to the
admission of up to 100 million New Shares pursuant to the Initial
Placing, the Offer and the Placing Programme. The prospectus will
contain full details of the proposed Offer, Initial Placing and
Placing Programme.
The prospectus will be in force for a period of 12 months and
therefore the number of New Shares referred to above in respect of
the prospectus is intended to cover: (i) the shareholder authority
being proposed at the General Meeting in relation to the Initial
Placing and Offer; and (ii) any additional New Shares to be issued
pursuant to the Placing Programme.
The General Meeting
Pursuant to the Initial Placing and Offer, the Company is
requesting Shareholders grant it the authority to issue new shares
and resell shares held in treasury up to an aggregate nominal
amount of GBP500,000 (which equates to 50 million New Shares) which
represents 31.11 per cent. of the total ordinary share capital in
issue as at 5 June 2014 (the latest practicable date prior to the
publication of this document) for cash without first offering such
shares to existing Shareholders pro rata to their existing
shareholdings. If approved by Shareholders, the authority conferred
by this Resolution will continue in effect until 30 June 2015. The
Resolution will be proposed as a special resolution requiring a
majority of at least 75 per cent. of members entitled to vote and
present in person or by proxy to vote in favour in order for it to
be passed.
All Shareholders are entitled to attend and vote at the General
Meeting. In accordance with the Articles, all Shareholders entitled
to vote and present in person or by proxy at the General Meeting
shall upon a show of hands have one vote and upon a poll shall have
one vote in respect of every share held.
Circular
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
http://www.morningstar.co.uk/uk/NSM.
For further information please contact:
Graeme Caton, Winterflood Securities Limited
Tel: 020 3100 0268
Jason Baggaley, Standard Life Investments (Corporate Funds)
Limited
Tel: 0131 245 2833
Gordon Humphries, Standard Life Investments (Corporate Funds)
Limited
Tel: 0131 245 2735
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
Adjusted NAV per Share the net asset value per Ordinary Share in pence at the most recent Valuation Date
(which for
the purposes of the Initial Placing and Offer shall be 30 June 2014) including all
income
to that date but after deduction of any dividend accrued to that date to which the
New Shares
will not be entitled
Articles the articles of incorporation of the Company
Board or Directors the directors of the Company
Company Standard Life Investments Property Income Trust Limited, a company incorporated in
Guernsey
with registered number 41352
General Meeting the general meeting of the Company to be held at The Old Government House Hotel, St
Ann's
Place, St Peter Port, Guernsey GY1 2NU at 6.00p.m. on 24 June 2014
Group the Company and any direct or indirect subsidiary of the Company from time to time
Initial Placing the conditional placing of up to 35 million New Shares by Winterflood Securities
Limited
Investment Manager Standard Life Investments (Corporate Funds) Limited, a company incorporated in
Scotland with
registered number SC111488
Law the Companies (Guernsey) Law, 2008 as amended
NAV in relation to a Share, means its net asset value on the relevant date calculated
in accordance
with the Company's normal accounting policies
New Shares the new Ordinary Shares to be issued by the Company pursuant to the Issues
Offer for Subscription or Offer the offer for subscription in relation to up to 15 million New Shares
Placing Programme the proposed programme of placings of New Shares by Winterflood Securities Limited
Property Portfolio the direct and indirect property assets of the Group from time to time
Proposals or Issues the proposed issue of up to 100 million New Shares pursuant to the Initial Placing,
the Offer
and/or the Placing Programme (as the case may be) as described in this document
Resolution the resolution to be proposed at the General Meeting to disapply pre-emption rights
otherwise
applicable to the allotment of shares under the Initial Placing and Offer
Shareholders holders of the Ordinary Shares
Shares or Ordinary Shares ordinary shares of 1p each in the capital of the Company
Valuation Date the last business day of March, June, September and December
Important notices
Winterflood Securities Limited and Dickson Minto W.S., each of
which is authorised and regulated in the UK by the Financial
Conduct Authority, are acting exclusively for the Company and for
no-one else in connection with the contents of this announcement
and will not be responsible to anyone other than the Company for
providing the protections afforded to the respective clients of
Winterflood Securities Limited and Dickson Minto W.S., or for
affording advice in relation to the contents of this announcement
or any matters referred to herein.
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by any member of the Group,
Winterflood Securities Limited or Dickson Minto W.S. or any of
their respective directors, officers, employees or agents. Subject
to the Listing Rules and/or the Prospectus Rules and/or the
Disclosure and Transparency Rules and/or the Takeover Code and/or
FSMA, neither the delivery of this announcement nor any
subscription or acquisition made under it shall, in any
circumstances, create any implication that there has been no change
in the affairs of the Group since the date of this announcement or
that the information in it is correct as of any subsequent
date.
This announcement is for information only and does not
constitute or form part of any offer or invitation to issue,
acquire or dispose of any securities or investment advice in any
jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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