ERII - compulsory redemption announcement

RNS Number : 4344X

Real Estate Credit Inv. PCC Ltd

08 February 2013

 



NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

8 February 2013

REAL ESTATE CREDIT INVESTMENTS PCC LIMITED

RETURN OF CAPITAL TO CELL SHAREHOLDERS

In accordance with the powers granted to the Directors under the Cell's articles of association, the Directors announce that they intend to implement a distribution to Cell shareholders of the cash proceeds from the recent realisation of the Cell's assets, as described in the Cell announcement of 19 December 2012, by way of a compulsory share redemption of Cell shares (the "Redemption").This distribution means no separate dividend for ERII will be declared for the quarter ended 31 December 2012.

Redemption of Cell shares

The Cell today announces that approximately 53.6 per cent. of the Cell's issued share capital will be redeemed at close of business on 25 February 2013 (the "Redemption Date") by way of a compulsory redemption of Cell shares by reference to the unaudited quarterly NAV of the Company as at 31 December 2012.

The Redemption will be effected pro rata to holdings of Cell shares on the register at the close of business on the Redemption Date (which is the record date for the purposes of the Redemption), being 25 February 2013. The aggregate payment made to Cell shareholders will be €17,185,804 (equivalent to €0.43 per Cell share).

Fractions of Cell shares will not be redeemed and so the number of Cell shares to be redeemed for each Cell shareholder will be rounded down to the nearest whole number of Cell shares. The amount to be applied to the partial redemption of the Cell shares comprises the monies from the realisation of the Cell's assets to be received up to and including 25 February 2013, less the costs and expenses of the Redemption.

As at today's date, the Cell has 39,966,985 Cell shares in issue of which none are held in treasury. All of the shares redeemed on the Redemption Date will be cancelled.

Settlement

In the case of Cell shares held in uncertificated form (that is, in CREST), redemptions will take effect automatically on the Redemption Date and redeemed Cell shares will be cancelled. All Cell shares in issue will be disabled in CREST on the Redemption Date and the existing ISIN applicable to such Cell shares (the "Old ISIN") (which, for the redemption, is BBG001Z562J6) will expire. A new ISIN (the "New ISIN") in respect of the Cell shares in issue and which have not been redeemed will be enabled and available for transactions from and including the first Business Day following the relevant Redemption Date (or such other date notified to Shareholders). The New ISIN will be GG00B93M1Y64. Up to and including the Redemption Date, Cell shares will be traded under the Old ISIN and, as such, a purchaser of such Cell shares would have a market claim for a proportion of the redemption proceeds. CREST will automatically transform any open transactions as at the Redemption Date (which is the record date for the purposes of the redemption) into the New ISIN.

For every 1,000 shares held in the Old ISIN, 464 will be issued in the New ISIN. 

In the case of Cell shares held in certificated form (that is, not in CREST), redemptions will take effect automatically on each Redemption Date. As the Cell shares will be compulsorily redeemed, certificated shareholders do not need to return their Cell share certificates to the Company in order to claim their redemption monies. Shareholders' existing share certificates will be cancelled and new share certificates will be issued to each such shareholder for the balance of their shareholding after each Redemption Date. Cheques will automatically be issued to certificated shareholders upon the cancellation of any of their Cell shares. All Cell shares that are redeemed will be cancelled with effect from the relevant Redemption Date. Accordingly, once redeemed, Cell shares will be incapable of transfer.

Payments of redemption monies are expected to be effected either through CREST (in the case of shares held in uncertificated form) or by cheque (in the case of shares held in certificated form) within 14 Business Days of the relevant Redemption Date, or as soon as practicable thereafter. Shareholders will be paid their redemption proceeds in the currency in which their Cell shares are denominated or as determined by the Directors.

-ENDS-

For further information:

Public Relations:	Henrietta Dahn                [phone]
Investor Relations:	Nicole Von Westenholz    [phone]
Liberum Capital Limited	Chris Bowman                 [phone] Richard Bootle

 

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