Vipera Regulatory News (VIP)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION OR OF THE UK

For immediate release

2 September 2025

Value and Indexed Property Income Trust PLC (the "Company")

Legal Entity Identifier: 213800CU1PIC7GAER820 

PUBLICATION OF CIRCULAR IN RELATION TO A TENDER OFFER, A MIX AND MATCH FACILITY AND TREASURY ISSUANCE AND PROPOSALS FOR A FIXED LIFE AND DISCOUNT CONTROL POLICY

The Company announces that it has today published a circular (the "Circular") in connection with the Board's proposals for the Company to offer Shareholders a cash exit by way of a tender offer (the "Tender Offer"). There will also be the opportunity to buy more Shares by way of the Mix and Match Facility and Treasury Issuance. In addition, the Directors are proposing to fix the life of the Company by way of an amendment to its Articles and adopt a discount control policy (the "Future Proposals") (together, the "Proposals").

The Board believes that many Shareholders will wish to continue with their investment in the Company unchanged (including the Directors and their associates) but in order to deliver on its commitment to offer Shareholders an exit opportunity the Board is proposing the Tender Offer. 

The Proposals are conditional on the Company receiving the requisite shareholder authorities at the General Meeting. The General Meeting will be held at 11.45 a.m. on 25 September 2025 at the offices of Dickson Minto LLP, 16 Charlotte Square, Edinburgh, EH2 4DF.  The Circular contains further details of the Proposals, the resolutions being proposed at the General Meeting and a notice of the General Meeting.

DETAILS OF THE TENDER OFFER

The maximum number of Shares to be acquired under the Tender Offer is 9,059,280 Shares, representing 30 per cent. of the Shares in issue as at 29 August 2025 (excluding Shares held in Treasury and those Shares held by the Directors and their associates, which includes the Concert Party, none of whom will be tendering their Shares). Shareholders may, if they wish, tender a higher percentage through the excess tender facility, to the extent that there is sufficient demand under the Mix and Match Facility and/or other Shareholders do not take up their Basic Entitlement.

The Tender Offer will enable those Shareholders (other than Overseas Persons) who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Shares will receive the Tender Price of 204 pence per Share, being a 5 per cent. discount to the 31 March NAV per Share (being 214.72 pence per Share) which takes into account the costs of the Tender Offer and allows Shareholders, if they wish, to realise part (or potentially all) of their holding of Shares without any dilution to the NAV per Share for continuing Shareholders.

Under the terms of the Tender Offer, which is being made by Shore Capital Limited ("Shore Capital"), Shareholders (other than Overseas Persons) whose names appear on the Register at 6.00 p.m. on 26 September 2025 will be entitled to tender up to their Basic Entitlement, rounded down to the nearest whole Share. Shareholders may also tender additional Shares, but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that there is sufficient demand under the Mix and Match Facility and/or other Shareholders tender less than their aggregate Basic Entitlement.

The number of Shares available under the Mix and Match Facility will depend on the number of Shares tendered under the Tender Offer.

The Board also intends to issue the Shares currently held in Treasury, at the Tender Price up to an aggregate limit of 3,300,000 Shares (being approximately £6.7 million in consideration), if there is demand, first to existing Shareholders and then new investors.

The Tender Offer is subject to the terms and conditions set out in the Circular. The Tender Offer may also be terminated in certain circumstances as set out in the Circular.

DETAILS OF THE FUTURE PROPOSALS

As previously announced, the Board has also determined that it would be in the best interests of Shareholders as a whole to introduce an obligation on the Directors to propose a resolution to wind up the Company or other such form of exit proposal provided any such proposal has as its objective the discontinuation of the Company at a general meeting to be held on or prior to 31 March 2033. This coincides with the expiry of the Company's current fixed rate loan and the Company will not take out any further loans with an expiry date after 31 March 2033. 

The Board, therefore, also intends to propose, at the General Meeting, an amendment to the Company's Articles to introduce this obligation and provide shareholders with a guaranteed exit opportunity.

In addition the Board would, after the completion of the Proposed Tender Offer, adopt a discount control policy which would aim to keep the Company's share price discount to net asset value between 0 per cent. and 10 per cent. in normal circumstances at the Director's discretion.

Should the Company's shares trade at a premium to NAV, the Company would aim to issue shares in the market.

It is also intended that independent valuations of the Company's property portfolio would in future take place at the end of each calendar quarter, instead of half-yearly as at present.

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  The Circular will also be available on the Company's website at https://www.olimproperty.co.uk/value-and-indexed-property-income-trust.html

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

EXPECTED TIMETABLE

Notes

1. References to times in this document are to London time.

2. The dates set out in the expected timetable (other than in relation to the General Meeting) may be adjusted by the Company, in which event details of the new dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.

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