ING UK Real Estate Income Trust Limited
13 May 2010
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
Recommended Offer by IRET Securities Limited
(a wholly owned subsidiary of ING UK Real Estate Income Trust Limited)
for Rugby Estates Investment Trust plc
First closing date acceptance level and Offer declared unconditional as to acceptances
The Boards of ING UK Real Estate Income Trust Limited ("ING UK RET") and IRET Securities Limited ("IRET Securities") announce the level of acceptances for its Offer for Rugby Estates Investment Trust plc ("Rugby REIT") and further announce that the Offer is declared unconditional as to acceptances. The Offer, including each of the Share Offer, the ZDP Alternative and the Cash Alternative, will remain open for acceptances until 1.00 pm (London time) on 26 May 2010 unless extended.
First closing date of the Offer - levels of acceptances
· As at 1.00pm (London time) on 12 May 2010, the first closing date of the Offer, valid acceptances had been received in respect of 56,840,288 ordinary shares of 1p each ("Shares") in Rugby REIT (including in respect of 4,782,065 Shares acquired during the Offer Period by ING UK RET), representing in total approximately 96.43 per cent. of the existing issued share capital of Rugby REIT.
· These acceptances include acceptances in respect of a total of 26,195,454 Rugby REIT Shares, representing approximately 44.44 per cent. of the existing issued share capital of Rugby REIT in respect of which ING UK RET had secured irrevocable undertakings to accept the Offer prior to the launch of the Offer.
· The following is a summary of the elections by Rugby REIT Shareholders as at 1.00pm (London time) on 12 May 2010:
Approximate percentage of Rugby REIT existing issued share capital
Number of Rugby REIT Shares
ING UK RET Ordinary Shares
· Save as disclosed in this Announcement neither ING UK RET, IRET Securities nor any person acting in concert with ING UK RET or IRET Securities for the purposes of the Offer held any Rugby REIT shares (or rights over such shares) prior to 15 February 2010, the first day of the Offer Period, nor has any such person acquired or agreed to acquire any such shares (or rights over such shares) since the commencement of the Offer Period.
· The Offer is conditional upon, amongst other things, valid acceptances being received in respect of more than 90 per cent in nominal value of Rugby REIT Shares to which the offer relates, or such lesser percentage as IRET Securities may in its sole discretion decide, provided such percentage exceeds 50 per cent. of the voting rights then exercisable at a general meeting of Rugby REIT ("Acceptance Condition").
· As at 12 May 2010, valid acceptances representing greater than 90 per cent. of the voting rights exercisable at a general meeting of Rugby REIT have been received. Accordingly the Acceptance Condition has been satisfied and the Offer has become unconditional as to acceptances.
· As a result of IRET Securities receiving acceptances of the Offer in respect of more than 90 per cent. of the Shares to which the Offer relates, as soon as the Offer is declared unconditional in all respects IRET Securities intends to implement the procedures set out in sections 979 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining Rugby REIT Shares on the same terms as the Offer.
Extension of the Offer
· The Offer will remain open for acceptance until 1.00 pm (London time) on 26 May 2010 unless extended.
· The Boards of ING UK RET and IRET Securities have resolved that each the alternative forms of consideration set out in the Offer Document, which include the Share Offer, the ZDP Alternative and the Cash Alternative, will also be extended and will continue to be available to Rugby REIT Shareholders until 1.00 pm (London time) on 26 May 2010. Subject to the terms and conditions of the Offer, Rugby REIT Shareholders may also elect for a combination of the above options in respect of their holding of Rugby REIT Shares.
· Shareholders who have not accepted the Offer are urged to do so without delay. Rugby REIT shareholders who hold their Shares in certificated form and want to accept the Offer should complete the Form of Acceptance and send this together with their share certificates to Computershare Investor Services PLC as set out in the Offer Document, so as to be received as soon as possible and, in any event, by no later than 1.00 pm (London time) on 26 May 2010. Rugby REIT shareholders who hold their Shares in uncertified form should ensure that an electronic acceptance is made through CREST so that the TTE Instruction settles no later than 1.00 pm (London time) on 26 May 2010, as set out in the Offer Document.
· Subject to any applicable requirements of the London Stock Exchange ("LSE"), ING UK RET intends to procure that Rugby REIT makes an application to cancel the trading of Rugby REIT shares and the listing of Rugby REIT shares on the LSE. Since it has attained over 90 per cent. of the voting rights of Rugby REIT, it intends to proceed to de-list as soon as the Offer is declared unconditional in all respects. De-listing would significantly reduce the liquidity and marketability of Rugby REIT Shares not assented to the Offer at that time and the value of any such Rugby REIT Shares may be affected as a consequence.
For further information:
ING Real Estate Investment Management Tel: 020 7767 5648
ING Corporate Finance Tel: 020 7767 1000
(Joint Financial Adviser to ING UK RET)
J.P. Morgan Cazenove Tel: 020 7588 2828
(Joint Financial Adviser and Broker to ING UK RET)
Northern Trust Tel: 01481 745 529
Financial Dynamics Tel: 020 7269 7144
(Financial PR) / 020 7269 7261
Terms defined in the Offer Document dated 21 April 2010 have the same meaning in this Announcement, unless the context requires otherwise.
The full terms of and conditions to the Offer are set out in the Offer Document and the Form of Acceptance. In deciding whether or not to accept the Offer, Rugby REIT shareholders should rely solely on the information contained in, and follow the procedures set out in, the Offer Document and Form of Acceptance.
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT.
If you are in any doubt about the Offer, the contents of this Announcement or what action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent professional adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.