Compulsory Acqn of Shares & C

RNS Number : 2056C

F&C Commercial Property Trust Ld

09 November 2009

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For immediate release

9 November 2009

RECOMMENDED SHARE FOR SHARE EXCHANGE OFFER

by

F&C COMMERCIAL PROPERTY TRUST LIMITED

to acquire the entire issued share capital of 

FCPT HOLDINGS LIMITED

Compulsory acquisition of shares in FCPT Holdings Limited and closure of Offer

On 5 June 2009, the board of directors of FCPT Holdings Limited ("Old FCPT") announced proposals (the "Proposals") to establish F&C Commercial Property Trust Limited (formerly known as New FCPT Limited) ("F&CCPT") as the new holding company of Old FCPT, to be implemented by way of a recommended share for share exchange offer (the "Offer"). A document setting out the background to and the full terms of the Offer (the "Offer Document") was published on 5 June 2009 and posted to the holders (the "Old FCPT Shareholders") of ordinary shares of Old FCPT (the "Old FCPT Shares") shortly thereafter together with a prospectus relating to F&CCPT (the "Prospectus"). The Offer was declared unconditional in all respects on 3 July 2009.

On 6 October 2009, having received valid acceptances in respect of or otherwise acquired more than 90 per cent. in value of the Old FCPT Shares affected by the Offer, F&CCPT posted compulsory acquisition notices to Old FCPT Shareholders who had not validly accepted the Offer. The notices intimated F&CCPT's intention to apply the procedure set out in sections 337 and 338 of The Companies (Guernsey) Law, 2008 (the "Law") to acquire compulsorily all of the Old FCPT Shares which F&CCPT did not already hold, or had not already acquired or contracted to acquire or in respect of which it had not already received valid acceptances, on the terms of the Offer.

The board of F&CCPT is pleased to announce that as at today's date, and pursuant to the compulsory acquisition procedure under sections 337 and 338 of the Law, F&CCPT has now acquired 100 per cent. of the issued share capital of Old FCPT. Therefore, the Offer is now closed and is no longer capable of acceptance.  

The board announces that F&CCPT has allotted and issued, in connection with the recommended share for share exchange offer, conditional only on admission to listing on the UKLA's Official List and to trading on the London Stock Exchange a further 9,667,956 Ordinary Shares in the capital of F&CCPT. It is expected that the new shares will be admitted to listing and to trading at 8.00 a.m. on 10 November 2009. F&CCPT has 680,537,003 Ordinary Shares in issue.

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the Offer Document.  

Enquiries:

Douglas Armstrong, Dickson Minto W.S.
Tel: [phone]

Nigel Russell/Graeme Caton/Graham Reaves, G&N Collective Funds Services Limited
Tel: [phone]

Richard Kirby, F&C REIT Asset Management
Tel: [phone]

Mike Woodward, F&C Investment Business Limited
Tel: [phone]

The Company Secretary, Northern Trust International Fund Administration Services (Guernsey) Limited
Tel: [phone]

This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute, or form any part of, an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The Offer was made by means of the Offer Document and, in respect of certificated Old FCPT Shares, the Form of Acceptance which contained the full terms and conditions of the Offer. 

The directors of F&CCPT accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of F&CCPT (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Services Authority, is the sponsor and solicitor to Old FCPT and to F&CCPT.  Dickson Minto W.S.  is acting exclusively for Old FCPT and F&CCPT and for no-one else in relation to the Offer and the listing of the F&CCPT Shares and will not be responsible to any other person for providing the protections afforded to clients of Dickson Minto W.S., nor for advising any other person in relation to the Offer, the listing of the F&CCPT Shares or any other matter referred to in this announcement or in the Offer Document or in the Prospectus.

The Offer was not made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce of, or of any facility of a national securities exchange of, the United States, Canada, Australia, Japan or any other Restricted Jurisdiction and, subject to certain exemptions, the Offer was not capable of acceptance by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, this announcement is not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed or sent in, into or from the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. 

 

END

 

 

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