Last checked at 6 Jul 2009 16:12
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
6 July 2009
RECOMMENDED SHARE FOR SHARE EXCHANGE OFFER
by
NEW FCPT LIMITED
to acquire the entire issued share capital of
F&C COMMERCIAL PROPERTY TRUST LIMITED
Offer declared unconditional
On 5 June 2009, the board of directors of F&C Commercial Property Trust Limited ("FCPT") announced proposals (the "Proposals") to establish New FCPT Limited ("New FCPT") as the new holding company of FCPT, to be implemented by way of a recommended share for share exchange offer (the "Offer"). A document setting out the background to and the full terms of the Offer (the "Offer Document") was published on 5 June 2009 and posted to FCPT Shareholders shortly thereafter together with a prospectus relating to New FCPT (the "Prospectus"). The Offer was conditional upon, inter alia, valid acceptances of the Offer being received (and not, where permitted, withdrawn) in respect of not less than 90 per cent. in value of the issued FCPT Shares.
Offer declared unconditional
The board of directors of New FCPT announces that as at 1.00 p.m. (London time) on 3 July 2009 (being the second closing date of the Offer), valid acceptances of the Offer had been received in respect of a total of 639,215,273 FCPT Shares, representing approximately 93.9 per cent. of the existing issued share capital of FCPT (excluding treasury shares).
Save as disclosed above, as at 1.00 p.m. (London time) on 3 July 2009, New FCPT did not have any other interests in any relevant securities of FCPT.
The board of directors of New FCPT announces that all of the conditions of the Offer, as set out in the Offer Document, other than the admission ("Admission") to listing and trading of the New FCPT Shares, have now been satisfied and that, accordingly, the Offer has become unconditional in all respects subject only to Admission.
It is expected that Admission of 639,215,273 New FCPT Shares to listing on the UK Listing Authority's Official List and to trading on the main market of the London Stock Exchange will take place at 8.00 a.m. on 7 July 2009 and that the new shares will be issued simultaneous with Admission.
Settlement of the consideration to which any FCPT Shareholder is entitled under the Offer in respect of valid acceptances received on or before 1.00 p.m. (London time) on 3 July 2009 will be effected by the crediting of relevant CREST accounts (in the case of uncertificated holders) at or before 8.00 a.m. on 7 July 2009 or by the issue of share certificates (in the case of certificated holders) in the week commencing 13 July 2009.
The New FCPT Shares to be issued in connection with the Offer will be issued credited as fully paid and will rank pari passu with the existing issued ordinary share of New FCPT.
Suspension and cancellation of listing
Immediately after the first share for share exchange which it is expected will take place at 8.00 a.m. on 7 July 2009, New FCPT will hold over 90 per cent. of the issued shares in FCPT. Accordingly, as set out in the Prospectus and Offer Document, FCPT has requested the suspension and cancellation of the listings of the FCPT Shares on the Official Lists of the UK Listing Authority and the Channel Islands Stock Exchange and the trading in the FCPT Shares on the London Stock Exchange and the Channel Islands Stock Exchange. It is expected that the suspension will become effective at 7.30 a.m. on 7 July 2009 and the cancellation will become effective at 8.00 a.m. on 4 August 2009. Notwithstanding the suspension of the listing, transfers of FCPT Shares will continue to be registered.
Shareholders who have not already accepted the Offer and who do not wish to hold an investment in FCPT Shares with a suspended or cancelled listing should accept the Offer as soon as possible as set out in more detail below.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set out in the Offer Document, is being extended and will remain open for acceptance until further notice.
FCPT Shareholders who have not yet accepted the Offer are urged to do so as soon as possible.
For FCPT Shares held in certificated form, to accept the Offer, Forms of Acceptance should be completed, signed and returned in accordance with the instructions set out in paragraphs 10(a) and 10(b) of the letter from New FCPT in Part II of the Offer Document and on the Form of Acceptance, so as to be received as soon as possible.
For FCPT Shares held in uncertificated form (that is, held in CREST) an Electronic Acceptance should be made in accordance with the instructions set out in paragraphs 10(c) to 10(e) of the letter from New FCPT in Part II of the Offer Document as soon as possible.
FCPT Shareholders who require assistance in accepting the Offer (or who require a replacement Form of Acceptance or a further copy of the Offer Document or the Prospectus) should telephone Computershare Investor Services PLC (the receiving agent for the Offer) on 0870 707 1801 or, if calling from outside the UK, on +44 870 707 1801. Computershare Investor Services PLC cannot provide advice on the Proposals or the merits of the Offer or give any financial, legal or tax advice.
FCPT Shareholders who are in any doubt as to what action to take are recommended to seek their own personal financial advice immediately from their stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 if they are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Settlement of the consideration to which any FCPT Shareholder is entitled under the Offer in respect of valid acceptances received after 1.00 p.m. (London time) on 3 July 2009, and whilst the Offer remains open for acceptance, will be effected within 14 days of receipt of such acceptances. By accepting the Offer, those FCPT Shareholders who have yet to do so will receive their consideration more quickly than will otherwise be the case under the statutory compulsory acquisition procedure under which settlement of the consideration is not expected to occur prior to November 2009. FCPT Shareholders who have not yet accepted the Offer are therefore urged to do so without delay.
General
The City Code on Takeovers and Mergers (the "Takeover Code") does not apply to the Offer. The Takeover Panel has granted a waiver of the application of the Takeover Code to the Offer on the basis that the Proposals are being implemented by way of a "mirror" offer.
Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.
Enquiries:
Douglas Armstrong, Dickson Minto W.S. Tel: +44(0) 20 7628 4455
Graeme Caton/Graham Reaves/Nigel Russell, G&N Collective Funds Services Limited Tel: +44(0) 131 226 4411
Richard Kirby, F&C REIT Asset Management Tel: +44(0)20 7499 2244
Mike Woodward, F&C Investment Business Limited Tel: +44(0) 131 718 1097
The Company Secretary, Northern Trust International Fund Administration Services (Guernsey) Limited Tel: +44(0) 1481 745 001
This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute, or form any part of, an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer is being made by means of the Offer Document and, in respect of certificated FCPT Shares, the Form of Acceptance which contain the full terms and conditions of the Offer. Any response to the Offer Document should be made only on the basis of information contained in the Offer Document. FCPT Shareholders are advised to read the formal documentation in relation to the Offer carefully.
The directors of New FCPT accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of New FCPT (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is the sponsor and solicitor to FCPT and to New FCPT. Dickson Minto W.S. is acting exclusively for FCPT and New FCPT and for no-one else in relation to the Offer and the listing of the New FCPT Shares and will not be responsible to any other person for providing the protections afforded to clients of Dickson Minto W.S., nor for advising any other person in relation to the Offer, the listing of the New FCPT Shares or any other matter referred to in this announcement or in the Offer Document or in the Prospectus.
Overseas Shareholders
The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements.
The Offer is not being made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or of any facility of a national securities exchange of, the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and, subject to certain exemptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document nor the Prospectus nor the Form of Acceptance is being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. All FCPT Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document or the Prospectus or the Form of Acceptance to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.
Further details in relation to overseas shareholders are contained in the Offer Document.