6 Jun 2014 15:27
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 £500,000 (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.