14 Feb 2014 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
London, 14 February 2014
VALUE AND INCOME TRUST PLC and AUDAX PROPERTIES PLC
£15,000,000 11% First Mortgage Debenture Stock 2021issued by Audax Properties plc (the "2021 Debentures")
Posting of Explanatory Memorandum and Publication of Prospectus
The directors of Audax Properties plc ("Audax") (the "Audax Directors"), the issuer of the 2021 Debentures, and the directors of Audax's parent company, Value and Income Trust plc ("VIT"), (the "VIT Directors") announce today that, in response to changes in 2011 to the investment trust approval criteria under sections 1158 and 1159 of the Corporation Taxes Act 2010 and order to simplify the VIT structure, the Audax Directors and the VIT Directors have resolved that the assets and liabilities of Audax will be transferred to VIT and Audax will be dissolved.
As part of this process, it is proposed that Audax is substituted as issuer of the 2021 Debentures and replaced by VIT (the "Substitution"). The principal terms and conditions (including in relation to quantum and timing of repayment) of the 2021 Debentures will not change following the Substitution. The Substitution is conditional, among other things, on the approval of holders of the 2021 Debentures.
The VIT Directors and the Audax Directors announce that an Explanatory Memorandum relating to the Substitution is being posted to the holders of the 2021 Debentures today, together with a copy of the Prospectus relating to the 2021 Debentures to be issued by VIT in connection with the listing of the 2021 Debentures in the name of VIT on the Official List of the FCA and the London Stock Exchange's main market for listed securities.
The Explanatory Memorandum contains, among other things, a timetable of principal events, details of the actions to be taken by holders of the 2021 Debentures and notice of the meeting of the holders of the 2021 Debentures required to approve the Substitution and certain related matters, which has been convened for 10.00 a.m. on 11 March 2014 at Shepherd and Wedderburn LLP at 10 St Paul's Churchyard, London EC4M 8AL.
The Explanatory Memorandum and the Prospectus will be available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Shepherd and Wedderburn LLP at 10 St Paul's Churchyard, London EC4M 8AL with effect from today until the conclusion of the Stockholders' Meeting (or any adjournment thereof).
A copy of the Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Capitalised terms used but not defined in this announcement have the same meanings as set out in the Explanatory Memorandum.
Enquiries
VIT and Audax
Matthew Oakeshott, Director Tel: +44 (0)20 7439 4400
J.P. Morgan Cazenove (corporate broker to VIT)
William Simmonds Tel: +44 (0)20 7742 4000
Edward Gibson-Watt Tel: +44 (0)20 7742 4000
This announcement is not intended to, and does not, constitute or form part of an offer or invitation to sell or subscribe for or acquire or exchange securities in VIT or Audax or a solicitation of any vote or approval in any jurisdiction pursuant to the Substitution or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Holders of the 2021 Debentures are advised to read carefully the formal documentation in relation to the Substitution. In deciding whether or not to approve the Substitution, holders of the 2021 Debentures must rely solely on the information contained or referenced, and the procedures described, in the Explanatory Memorandum.
The release, publication or distribution of this announcement in jurisdictions other than the UK and the implications of the Substitution for holders of the 2021 Debentures outside the UK may be affected by the laws of the relevant jurisdictions. Holders of the 2021 Debentures outside the UK should inform themselves about and observe any applicable requirements. It is the responsibility of each holder of the 2021 Debentures to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required to be observed and the payment of any issue, transfer or other taxes in such jurisdictions. This announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.
Cautionary note on forward looking statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of VIT and Audax and certain plans and objectives of the VIT Directors and the Audax Directors with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words of similar meaning. These statements are based on assumptions and assessments made by the VIT Directors and the Audax Directors in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although the VIT Directors and the Audax Directors believe that the expectations reflected in such forward-looking statements are reasonable, they can give no assurance that such expectations will prove to have been correct and assume no obligation to update or correct the information contained in this document and VIT and Audax therefore caution you not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement.