Last checked at 5 Jun 2009 16:33
NEW FCPT LIMITED
F&C COMMERCIAL PROPERTY TRUST LIMITED
5 June 2009
Publication of prospectus and offer document posted
Further to the announcement made by F&C Commercial Property Trust Limited ("FCPT") on 31 March 2009, New FCPT Limited (the "Company") has today published a prospectus (the "Prospectus") and posted an offer document (the "Offer Document") to the shareholders of FCPT in relation to the recommended proposals (the "Proposals") to establish the Company as the new holding company of FCPT. The Proposals are being implemented by way of a share for share exchange offer (the "Offer"), details of which are set out in the Offer Document and the Prospectus.
The Offer will initially be open for acceptance until 1.00 p.m. (London time) on 26 June 2009. The Board of FCPT recommends that FCPT shareholders accept the Offer by that date.
The City Code on Takeovers and Mergers (the "Takeover Code") will 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.
Valuation and net asset value as at 30 April 2009
A valuation of FCPT's property portfolio was carried out by the external valuer for the purposes of the Prospectus. The directly held property portfolio of FCPT was valued at £598,370,000 as at 30 April 2009.
The unaudited net asset value ("NAV") per share of FCPT as at 30 April 2009 was 76.7 pence. This represents a decrease of 2.5 per cent from the published NAV per share as at 31 March 2009 of 78.7 pence. The ungeared decrease in the valuation of the direct property portfolio for the month of April 2009 was 1.7 per cent.
The NAV has been calculated under International Financial Reporting Standards ("IFRS"). It is based principally on the external valuation of FCPT's direct property portfolio prepared by DTZ Debenham Tie Leung Limited.
As previously announced, the Board has appointed an independent valuer to value FCPT's investments in two indirectly held property funds, the Industrial Property Investment Fund and The Mall Fund (the "Indirect Holdings"). The NAV per share as at 30 April 2009 incorporates the Indirect Holdings at the Directors' valuation which reflects these independently produced values.
The basis of valuation of the Indirect Holdings will continue to be reviewed regularly by the Board, with independent advice as appropriate, and amended, as required, to reflect changes in market conditions and practice.
The NAV includes all income to 30 April 2009 and is calculated after deduction of all dividends paid prior to that date. As at 30 April 2009 no adjustments were required to the NAV in respect of dividends for which the share price had gone ex-dividend.
Analysis of movement in NAV
The following table provides an analysis of the movement in the unaudited NAV per share for the period from 31 March 2009 to 30 April 2009 (including the effect of gearing):
| Pence per share | % of opening NAV | |
| Published NAV per share as at 31 March 2009 | 78.7 | |
| Unrealised decrease in valuation of direct property portfolio | (1.5) | (1.9) |
| Decrease due to movement in Indirect Holdings (realised and unrealised) | (0.3) | (0.3) |
| Movement in revenue reserve | (0.2) | (0.3) |
| Published NAV per share as at 30 April 2009 | 76.7 | (2.5) |
It is expected that the direct property portfolio will next be valued by an external valuer during June 2009 and the NAV per share as at 30 June 2009, which will also include the valuation of the Indirect Holdings on that date, will be announced in July 2009.
Availability of Prospectus and Offer Document
Copies of the Prospectus will shortly be available for inspection at the Document Viewing Facility, The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and in electronic form on the FCPT website at http://www.fccpt.co.uk. Copies of the Prospectus and the Offer Document will, while the Offer remains open for acceptance, be available for collection, free of charge, from the offices of F&C Investment Business Limited, 80 George Street, Edinburgh EH2 3BU, Dickson Minto W.S., Royal London House, 22-25 Finsbury Square, London EC2A 1DX, G&N Collective Funds Services Limited, 14 Alva Street, Edinburgh EH2 4QG and Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3QL. Copies of the Prospectus and Offer Document are also available upon request by writing to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH.
Enquiries
Douglas Armstrong, Dickson Minto W.S.
020 7628 4455
Nigel Russell/Graeme Caton/Graham Reaves, G&N Collective Funds Services Limited 0131 226 4411
Richard Kirby, F&C REIT Asset Management
Tel: 0207 499 2244
Mike Woodward, F&C Investment Business Limited
0131 718 1097
The Company Secretary, Northern Trust International Fund Administration Services (Guernsey) Limited01481 745001