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1 Aug 2025 15:34
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
1 August 2025
Value and Indexed Property Income Trust PLC (the "Company")
Legal Entity Identifier: 213800CU1PIC7GAER820
Proposed Tender Offer, Fixed Life and Discount Control Policy
The Company is pleased to announce its intention to bring forward its proposals to offer shareholders a cash exit by way of tender offer. The Company is also proposing to fix the life of the Company and adopt a discount control policy. These proposals follow the conversion of the Company to REIT status on 1 April 2025 which marked the completion of the transition of the Company from a mainly equity-based investment trust to a real estate investment trust.
PROPOSED TENDER OFFER
The Company intends to undertake a tender offer at a fixed tender price (to be announced soon) ("Tender Price") calculated on the basis of the NAV per share as at 31 March 2025 less costs (the "Proposed Tender Offer").
The Proposed Tender Offer will allow the Company to make an offer to all shareholders, on the same terms, expected to be for 30 per cent. of the Company's shares in issue, other than those held by the directors and associates who will not be tendering their shares. Shareholders may, if they wish, tender a higher percentage, through an excess tender facility, to the extent that other shareholders do not take up their entitlement.
At the same time, shareholders who wish to increase their shareholding in the Company would be able to do so, at the Tender Price, by buying shares from exiting shareholders through the mix and match facility. New investors may also be able to buy shares, at the Tender Price, once the demand from existing shareholders is satisfied. The Board also intends to issue shares, currently held in Treasury, at the Tender Price, if there is demand from first existing shareholders and then new investors.
The Company intends to consult with the Takeover Panel with a view to seeking a waiver of the requirement for any concert party to make a general offer to all shareholders under Rule 9 of the Takeover Code in connection with the Proposed Tender Offer.
The Proposed Tender Offer and the Takeover Panel waiver will be subject to approval at a general meeting of the Company (the "General Meeting") to be convened soon.
The full terms of the Proposed Tender Offer together the further details on the background and why the Board considers the Proposed Tender Offer and its future plans are in the best interests of shareholders as a whole will be set out in a circular which will be published and sent to shareholders soon.
FUTURE PLANS
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, intends to propose, at the General Meeting, an amendment to the Company's Articles of Association 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 Directors 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 take place on a quarterly basis instead of half-yearly as at present.
For further information please contact:
Maven Capital Partners UK LLP | Tel: +44 (0) 141 306 7400 |
Company Secretary | |
Mandy Kelly |
Dickson Minto Advisers LLP | Tel: +44 (0) 20 7649 6933 |
Financial Adviser | |
Fiona Thompson |
Shore Capital | Tel: +44 (0) 20 7408 4050 |
Joint Corporate Broker | |
Gillian Martin / Anita Ghanekar / Matthew Walton (Corporate Advisory) | |
Ben Canning / Fiona Conroy (Corporate Broking) | |
Berenberg | Tel: +44 (0) 203 207 7882 |
Joint Corporate Broker | |
Carl Gough / Patrick Dolaghan |
This announcement is released by the Company and the information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of the UK version of the EU Market Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.
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