TAP.L Regulatory News (TAP)

27 Aug 2009 07:00



The Advantage Property Income Trust Limited ("TAP" or the "Company")

OFFER BY THE CONYGAR INVESTMENT COMPANY PLC ("CONYGAR") FOR THE WHOLE ISSUED AND TO BE ISSUED SHARE CAPITAL OF TAP (THE "OFFER")

Result of Conygar's General Meeting

The Board of TAP notes the announcement today from Conygar stating that all conditions of the Offer have been satisfied or waived, save for the condition relating to admission of Conygar's enlarged share capital to trading on AIM, and that accordingly Conygar has declared the Offer unconditional in all respects.

Level of acceptances

The Board of TAP also notes that Conygar announced today that it has received valid acceptances in respect of 47,643,951 TAP Shares representing approximately 33.4 per cent. of the current issued share capital of TAP.

Conygar already holds 41,250,000 TAP Shares, representing approximately 28.9 per cent. of TAP's issued share capital. Accordingly, as at 1.00 p.m. on 26 August 2009 Conygar either owned or had received valid acceptances of the Offer in respect of a total of 88,893,951 TAP Shares representing in aggregate approximately 62.3 per cent. of the current issued share capital of TAP.

Conygar further announced that the Offer will remain open for acceptance until the next closing date which will be 1.00 p.m. on 11 September 2009.

The TAP Board's views on the Conygar Offer

While the Board of TAP continues to believe that the Offer undervalues the Company, the Board of TAP also believes that, having been so advised by Singer Capital Markets, TAP Shareholders should consider the matters referred to in the section of the letter from the Chairman of TAP in the Response Document (relevant extracts of which are set out below for ease of reference) entitled "Other important factors for TAP shareholders to consider", when considering whether to accept the Offer or not. Under these circumstances, the Board of TAP, having been so advised by Singer Capital Markets, does not believe it is appropriate to provide TAP Shareholders with a firm recommendation either to accept or reject the Offer.

"Other important factors for TAP Shareholders to consider

Conygar has stated in the Offer Document that, subject to the conditions of the Offer being satisfied or waived and subject to any applicable legal or regulatory requirements, Conygar intends to procure the cancellation of the listing and admission to trading of TAP Shares on the Official List, the London Stock Exchange and the CISX, which would be conditional upon the consent of not less than 75 per cent. of the votes actually cast by TAP Shareholders at a general meeting.

The TAP Board believes that should such cancellation of the listing and admission to trading of TAP Shares on the Official List, the London Stock Exchange and the CISX take place, the liquidity and marketability of the TAP Shares would reduce substantially, as may their value. If TAP Shareholders do not accept the Offer, there can be no guarantee that they will be able to sell their TAP Shares at a price equivalent to that under the Offer for some time, if ever.

In addition, TAP Shareholders would no longer benefit from the shareholder protections provided by the rules applicable to companies listed and admitted to trading on the Official List, the London Stock Exchange and the CISX and the regulatory oversight of the UK Listing Authority and the Channel Islands Stock Exchange.

As a shareholder controlling more than 50 per cent. of TAP's issued share capital, Conygar would have significant power to direct the Company's affairs. This would include the ability to:

- appoint or remove directors of the Company, and thereby control the composition of the TAP Board and direct the investment and dividend policy and strategy of the Company;

- declare dividends in general meeting; and

- (subject to any rights previously conferred on any shares or class of shares) approve the issue of new shares with such preferred, deferred or other special rights as it determined. TAP Shareholders should be aware that there are no provisions of Guernsey law which confer rights of pre-emption in respect of the allotment of any class of shares to protect shareholders from dilution of their shareholdings.

If Conygar were to receive valid acceptances in respect of the Offer such that it was able to control not less than 75 per cent. of the votes cast by TAP shareholders at a general meeting, it would have additional powers including the ability to: 

- cancel the listing and admission to trading of TAP Shares on the Official List, 

the London Stock Exchange and the CISX as described in more detail above; and

- amend the articles of association of the Company, including the rights attaching 

to TAP Shares and the borrowing powers of the Company."

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