Completion of Disposal of Property Portfolio

Ediston Property Inv Comp PLC

29 September 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release.

Ediston Property Investment Company plc

Completion of the Disposal of the Property Portfolio

Further to the Results of General Meeting announcement of 26 September 2023, the Board of Ediston Property Investment Company plc (the "Company") announces the completion, on 29 September 2023, of the sale (the "Disposal") of the entirety of the EPIC Group's property portfolio to RI UK 1 Limited, a wholly owned subsidiary of Realty Income, for a total gross aggregate cash consideration of £196.8 million (comprising the headline consideration of £200.8 million less agreed deductions of £4.0 million) (the "Consideration").

As previously indicated, it is the intention of the Board to seek Shareholder approval for the voluntary liquidation of the Company with the aim of distributing the Company's net assets (which comprises of cash) to Shareholders by the end of this calendar year, unless an appropriate corporate opportunity is identified in the meantime which, in the view of the Board (having consulted with key Shareholders), merits further consideration. The Board would only recommend an alternative corporate opportunity if it reasonably believed that such opportunity would offer Shareholders greater benefit than a simple return of capital. In the absence of such an opportunity, the Board intends to seek Shareholder approval for voluntary liquidation following finalisation of the completion balance sheet in relation to the Disposal.

In the meantime, the Company will add the cash proceeds from the Disposal to its existing cash. Apart from a small amount held in a current account for operating expenses, the remainder will be held in interest bearing current accounts. £113 million will be held in a blocked account as security for the debt facilities that have been successfully novated to the Company from the Company's subsidiaries for a term of 6 months and otherwise on the same terms that were in place prior to Completion. The interest earned from funds in the blocked account will exceed the cost of servicing the debt by approximately 2.3 per cent. p.a. assuming interest rates remain at current levels.

The Board intends to maintain the current level of dividend, with monthly dividend payments of 0.4167 pence per Ordinary Share (the first of which is due to be paid on 29 September 2023) made to Shareholders until the proposed liquidation date.

Should Shareholders approve the intended voluntary liquidation of the Company on or around 31 December 2023, the estimated amount per Ordinary Share available for distribution to Shareholders in the liquidation (taking into account the estimated costs of liquidation, service provider termination costs and estimated net income in the period to liquidation) is expected to be approximately 72.0 pence, except and to the extent that any dividends are paid in the period between today's date and the date of liquidation (inclusive of those dates).

Capitalised terms used and not defined in this announcement have the meanings given to them in the circular sent to Shareholders dated 8 September 2023, which is available on the Company's website at https://www.epic-reit.com.

Enquiries
Investec Bank plc (Lead Financial Adviser and Corporate Broker)	020 7597 4000
David Yovichic
Denis Flanagan
Dickson Minto Advisers (Joint Financial Adviser and Sponsor)	020 7649 6823
Douglas Armstrong
KL Communications (PR Advisers)	07729 911301
Stephanie Ross
Ben Robinson

IMPORTANT NOTICES

Information regarding forward-looking statements

This announcement and any information incorporated by reference into this announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements in this announcement other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs and/or current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Company's control.

Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies and the expansion and growth of the Company's operations and assets; and (c) the effects of global economic conditions on the Company's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the EPIC Group to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of the EPIC Group to differ materially from the expectations of the EPIC Group include, amongst other things, general business and economic conditions globally, industry and market trends, competition, changes in government and changes in law, regulation and policy, including in relation to taxation, interest rates and currency fluctuations, the outcome of any litigation, the impact of any acquisitions or similar transactions, and IT system and technology failures. Such forward-looking statements should therefore be construed in the light of such factors.

Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR) the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecast or estimate

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per Ordinary Share or income, cash flow from operations or free cash flow for the EPIC Group or the Company, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per Ordinary Share or income, cash flow from operations or free cash flow for the EPIC Group or the Company, as appropriate.

Presentation of financial information

References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p" and "pence" are to the lawful currency of the United Kingdom.

Certain financial data has been rounded, and, as a result of this rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.

 

END