TIDMIRP TIDMIPT
RNS Number : 8582Z
IRP Property Investments Ltd
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
IRP PROPERTY INVESTMENTS LIMITED ("IRP" OR THE "COMPANY")
PUBLICATION OF CIRCULAR AND PROSPECTUS
Further to the joint announcement made by the Company and ISIS
Property Trust Limited ("IPT") on 7 February 2013, the Board is
pleased to announce that the Company has published a circular (the
"Circular") and a prospectus (the "Prospectus") in connection with
the recommended acquisition of the business and assets of IPT by
the Company (the "Acquisition") to be effected through a scheme of
reconstruction and winding up of IPT and the issue of new ordinary
shares ("New Shares") by the Company (the "Scheme").
The Board believes that this recommended merger of the Company
with IPT 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 9.45 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 to approve the Acquisition.
A special resolution will also be proposed at the General Meeting
to approve, conditional upon the implementation of the Scheme, the
change of name of the Company to "F&C UK Real Estate
Investments Limited".
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.
Application has been made to the UK Listing Authority and the
CISX for the New Shares to be admitted to the Official List and to
the London Stock Exchange and the CISX for those shares to be
admitted to trading on the London Stock Exchange's main market for
listed securities and the CISX. It is expected that such admissions
will become effective and that dealings in the New Shares will
commence on 12 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 92.8p 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 IRP in respect of
each IPT Share held.
The Prospectus 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
Portiolio:
--------------------------------- ---------------
Copies of the Prospectus and 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
Investment Business Limited, 80 George Street, Edinburgh EH2 3BU;
Dickson Minto W.S. 20 Primrose Street, London EC2A 2EW; and the
registered office of the Company, Trafalgar Court, Les Banques, St.
Peter Port, Guernsey GY1 3QL.
The Circular and the Prospectus are also available free of
charge from the Company's website, www.irppropertyinvestments.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
Charlie Ricketts Cenkos Securities Tel: +44(0) 207
plc 397 1910
Douglas Armstrong Dickson Minto W.S., Tel: +44(0) 207
Financial Adviser 628 4455
to IRP
Dickson Minto W.S., which is authorised and regulated by the
Financial Services Authority in the United Kingdom, is acting for
IRP and no one else in relation to the Scheme and will not be
responsible to anyone other than IRP for providing the protections
afforded to clients of Dickson Minto W.S. 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 and the
Prospectus or any other document by which the Scheme is made. IPT
Shareholders and IRP 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 or IRP's
operations and potential synergies resulting from the Scheme; and
(iii) the effects of government regulation on IPT's or IRP'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 and IRP
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 IRP
Shareholders containing the terms
"CISX" and conditions of the Scheme, details
of the proposals and the resolutions
required to implement them
the Channel Islands Stock Exchange
"Combined Portfolio" the IPT Property Portfolio and
the IRP Property Portfolio
"IPT" ISIS Property Trust Limited
"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 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
"London Stock Exchange" London Stock Exchange plc
"NAV" in relation to an IPT Share, an
IRP Share and/or a New 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
"Official List" the Official List of the UK Listing
Authority and the CISX
"Prospectus" the prospectus to be published
by IRP for the issue of New Shares
and their admission to the Official
List and to trading on the main
market of the London Stock Exchange
and the CISX
"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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