Posting of Offer Document and

RNS Number : 5878K

ING UK Real Estate Income Trust Ltd

21 April 2010

 



THE FOLLOWING ANNOUNCEMENT IS NOT A PROSPECTUS AND RUGBY REIT SHAREHOLDERS SHOULD NOT ELECT TO RECEIVE ANY NEW ING UK RET SHARES, EXCHANGEABLE PREFERENCE SHARES OR ZDP SHARES PURSUANT TO THE TERMS OF THE OFFER EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE OFFER DOCUMENT, FORM OF ACCEPTANCE AND THE PROSPECTUS BEING PUBLISHED BY ING UK RET AND IRET SECURITIES TODAY.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO US PERSONS (AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE US SECURITIES ACT OF 1933, AS AMENDED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

21 April 2010

Recommended offer

by

IRET Securities Limited,

(a wholly owned subsidiary of ING UK Real Estate Income Trust Limited)

for

Rugby Estates Investment Trust plc

Posting of Offer Document and Prospectus

Following the joint announcement on 15 April 2010 by ING UK Real Estate Income Trust Limited ('ING UK RET') and Rugby Estates Investment Trust plc ('Rugby REIT') regarding the terms of a recommended offer (the 'Offer') by IRET Securities Limited ('IRET Securities'), a wholly owned subsidiary of ING UK RET, to acquire the entire issued ordinary share capital of Rugby REIT, ING UK RET and Rugby REIT announce that the offer document ('Offer Document') containing the full terms of, and conditions to, the Offer is being posted to Rugby REIT Shareholders and (for information only) to ING UK RET shareholders today, together with the Form of Acceptance and the prospectus, which has today been approved by the UK Listing Authority, relating to the New ING UK RET Shares, the Exchangeable Preference Shares and the ZDP Shares to be issued in connection with the Offer (the 'Prospectus').

The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on Wednesday, 12 May 2010.

To accept the Offer in respect of Rugby REIT Shares held in certificated form, Rugby REIT Shareholders should complete, sign and return the Form of Acceptance which accompanies the Offer Document, together with their share certificate(s) or other relevant document(s) of title, in accordance with the instructions contained therein and set out in the Offer Document as soon as possible and, in any event, so as to be received by Computershare Investor Services PLC by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or by hand (during normal business hours only) to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE by no later than 1.00 p.m. (London time) on Wednesday, 12 May 2010.

To accept the Offer in respect of Rugby REIT Shares held in uncertificated form (that is, in CREST), Rugby REIT Shareholders should follow the procedure for electronic acceptance through CREST in accordance with the instructions set out in the Offer Document so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on Wednesday, 12 May 2010.  If Rugby REIT Shareholders hold their Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE Instruction to CREST.

The Offer Document, the Form of Acceptance and the Prospectus will be available for inspection at the offices of Norton Rose LLP, 3 More London Riverside, London SE1 2AQ and at the offices of Carey Commercial Limited at 7 New Street, St Peter Port, Guernsey GY1 4BZ during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) until the end of the Offer Period. 

Copies of the Offer Document, the Form of Acceptance and the Prospectus are also available for inspection on ING UK RET's website at www.ingreit.co.uk and Rugby REIT's website at www.rugbyreit.co.uk while the Offer remains open for acceptance.

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

ENQUIRIES:

ING UK RET                                                                    Tel: [phone]

Nicholas Thompson

ING Real Estate Investment Management                     Tel: [phone]

(Investment Manager)

Michael Morris

Helen Stott

ING Corporate Finance                                                 Tel: [phone]

(Joint Financial Adviser to ING UK RET)

William Marle

John Denby

J.P. Morgan Cazenove                                                  Tel: [phone]

(Sponsor and Joint Financial Adviser to ING UK RET)

William Simmonds

Financial Dynamics                                                       Tel: [phone] 7269 7261

(Financial PR, ING UK RET)

Dido Laurimore

Laurence Jones

Northern Trust                                                               Tel: [phone]

(Company Secretary, ING UK RET)

David Sauvarin

Rugby REIT                                                                   Tel: [phone]

Philip Kendall

Hawkpoint Partners Limited                                          Tel: [phone]

(Financial Adviser to Rugby REIT)

Ben Mingay

Edward Arkus

Collins Stewart Europe Limited                                    Tel: [phone]

(Corporate Broker to Rugby REIT)

Bruce Garrow

Financial Dynamics                                                       Tel: [phone]

(Financial PR, Rugby REIT)

Richard Sunderland

Rachel Drysdale       

This announcement is not intended to, and does not, constitute or form any part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire or subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to this announcement or otherwise. The Offer will be made solely by means of the Offer Document, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted; an advertisement to be published in the London Gazette; and (in respect of certificated Rugby REIT Shares only) the Form of Acceptance. Any acceptance or other response to the Offer should be made only on the basis of the information contained in the Offer Document, the Form of Acceptance (in the case of certificated Rugby REIT Shares) and the Prospectus.  Neither the New ING UK RET Ordinary Shares, the Exchangeable Preference Shares nor the ZDP Shares are being offered to the public by means of this announcement.

ING Corporate Finance, which is authorised by the Dutch Central Bank, is acting exclusively as joint financial adviser to ING UK RET and IRET Securities and no one else in relation to the Offer and will not be responsible to anyone other than ING UK RET or IRET Securities for providing the protections afforded to clients of ING Corporate Finance nor for providing advice in relation to the Offer or any other matters referred to in this document. 

J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove, and is authorised and regulated in the United Kingdom by the Financial Services Authority is acting exclusively as joint financial adviser to ING UK RET and IRET Securities and no one else in connection with the Offer and will not be responsible to anyone other than ING UK RET and IRET Securities for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in connection with the Offer.   

Hawkpoint Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Rugby REIT and no one else in connection with the Offer and will not be responsible to anyone other than Rugby REIT for providing the protections afforded to clients of Hawkpoint Partners Limited or for providing advice in relation to the Offer.

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Rugby REIT and no one else in connection with the matters referred to herein and will not be responsible to anyone other than Rugby REIT for providing the protections afforded to clients of Collins Stewart Europe Limited or for providing advice in relation to the Offer.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom and the availability of the Offer to Rugby REIT Shareholders who are not resident in the United Kingdom, may be affected by the laws or regulations of relevant jurisdictions. Therefore any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom, or Rugby REIT Shareholders who are not resident in the United Kingdom, will need to inform themselves about, and observe, any applicable requirements.  This announcement has been prepared in accordance with English law, the City Code and the Disclosure and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England. 

Unless otherwise determined by ING UK RET and IRET Securities or required by the City Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded or sent in, into or from the United States or any other Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any such jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

In order to enable Rugby REIT Shareholders who elect for the New ING UK RET Ordinary Shares to obtain the benefit of rollover relief on the sale of their Rugby REIT Shares, any Rugby REIT Shareholder electing to receive New ING UK RET Ordinary Shares under the Share Offer will sell their Rugby REIT Shares to IRET Securities, which will issue them with Exchangeable Preference Shares.  These Exchangeable Preference Shares will immediately and automatically exchange on issue into New ING UK RET Ordinary Shares.  The Exchangeable Preference Shares will not be listed on any stock exchange.

Neither the New ING UK RET Ordinary Shares, the Exchangeable Preference Shares nor the ZDP Shares to be issued in connection with the Offer have been, or will be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state of the United States; the relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no Prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and neither the New ING UK RET Ordinary Shares, the Exchangeable Preference Shares nor the ZDP Shares have been, or will they be, registered under or offered in compliance with applicable securities laws of any state, province, territory or jurisdiction of Canada, Japan or Australia. Accordingly, neither the New ING UK RET Ordinary Shares, the Exchangeable Preference Shares nor the ZDP Shares are being and may be (unless an exemption under relevant securities laws is applicable) offered, sold, resold or delivered, directly or indirectly, in or into the United States, Canada, Japan or Australia or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, any United States, Canadian, Japanese or Australian person. 

Reduction of the Acceptance Condition

The Offer is conditional, amongst other things, on valid acceptances being received (and not, where permitted, withdrawn) by Wednesday 12 May 2010 (or such later date as IRET Securities may, with the consent of the Panel or in accordance with the City Code, decide) in respect of not less than 90 per cent. in nominal value of the Rugby REIT Shares to which the Offer relates, or the voting rights attaching to those shares, or such lower percentage as IRET Securities may decide, provided that such condition will not be satisfied unless IRET Securities and/or any other members of the ING UK RET Group shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Rugby REIT Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Rugby REIT (the ''Acceptance Condition''). The Offeror reserves the right to reduce the percentage of Rugby REIT Shares required to satisfy the Acceptance Condition at any time prior to all the Conditions being satisfied, fulfilled or, where permitted, waived.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of Rugby REIT, ING UK RET or IRET Securities must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Rugby REIT (ii) ING UK RET and (iii) IRET Securities. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of Rugby REIT, ING UK RET or IRET Securities prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of Rugby REIT, ING UK RET or IRET Securities must make a Dealing Disclosure if the person deals in any relevant securities of Rugby REIT, ING UK RET or IRET Securities. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Rugby REIT (ii) ING UK RET and (iii) IRET Securities, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Rugby REIT, ING UK RET or IRET Securities, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Rugby REIT, ING UK RET and IRET Securities and Dealing Disclosures must also be made by Rugby REIT, ING UK RET, IRET Securities and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of Rugby REIT, ING UK RET and IRET Securities in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when ING UK RET or IRET Securities was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Publication on websites

A copy of this announcement is available for inspection on ING UK RET's website at www.ingreit.co.uk and on Rugby REIT's website at www.rugbyreit.co.uk while the Offer remains open for acceptances.

 

END

 

 

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