Offer Update

RNS Number : 2694A

F&C Commercial Property Trust Ld

06 October 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

6 October 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
Posting of compulsory acquisition notices

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 and F&CCPT has acquired or contracted to acquire more than 90 per cent. in value of the Old FCPT Shares affected by the Offer. Accordingly, F&CCPT is implementing the procedure set out in sections 337 and 338 of The Companies (Guernsey) Law, 2008 to acquire compulsorily those Old FCPT Shares which it does not already hold, or has not already acquired or contracted to acquire, or in respect of which it has not already received valid acceptances.

F&CCPT has today posted compulsory acquisition notices to those Old FCPT Shareholders who have not yet validly accepted the Offer. The transfer of Old FCPT Shares to F&CCPT in accordance with the compulsory acquisition notices will take effect on 6 November 2009.

The Offer will remain open for acceptance until 6 November 2009.  Old FCPT Shareholders who wish to accept the Offer and who have not already done so should, if they hold Old FCPT Shares in certificated form, complete, sign and return the Form of Acceptance to Computershare Investor Services PLC as soon as possible. Old FCPT Shareholders who have not yet accepted the Offer and who hold Old FCPT Shares in uncertificated form should accept electronically through CREST so that the TTE instruction settles as soon as possible. Old FCPT Shareholders who hold Old FCPT Shares as a CREST sponsored member should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction.

General

The City Code on Takeovers and Mergers (the 'Takeover Code') does not apply to the Offer. The Takeover Panel has granted a waiver of the application of the Takeover Code to the Offer on the basis that the Proposals are being implemented by way of a 'mirror' offer.

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 is being made by means of the Offer Document and, in respect of certificated Old FCPT Shares, the Form of Acceptance which contain the full terms and conditions of the Offer. Any response to the Offer Document should be made only on the basis of information contained in the Offer Document. Old FCPT Shareholders are advised to read the formal documentation in relation to the Offer carefully.

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.

Overseas Shareholders

The laws of the relevant jurisdiction may affect the availability of the Offer to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to the laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable requirements. 

The Offer is not being 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 cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, neither this announcement nor the Offer Document nor the Prospectus nor the Form of Acceptance is 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. Doing so may render invalid any purported acceptance of the Offer. All Old FCPT Shareholders or other persons (including nominees, trustees or custodians) who would or otherwise intend to, or may have a contractual or legal obligation to, forward this announcement or the Offer Document or the Prospectus or the Form of Acceptance to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Further details in relation to overseas shareholders are contained in the Offer Document.

 

END

 

 

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