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Invista Real Estate (INRE)

  Print      Mail a friend       Annual reports

Monday 18 June, 2012

Invista Real Estate

Offer by Palmer Capital

RNS Number : 5532F
Invista Real Est Inv. Mgt Hldgs PLC
18 June 2012
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

18 June 2012

RECOMMENDED OFFER

for

Invista Real Estate Investment Management Holdings plc ("Invista")

by

Palmer Capital Investors (India) Limited ("Palmer Capital")

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)

Summary

·                  The boards of Palmer Capital and Invista are pleased to announce that they have reached agreement on the terms of a recommended offer under which Palmer Capital will acquire the entire issued and to be issued share capital of Invista.  It is intended that the Offer be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. 

·                  Under the terms of the Offer, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

·             for each Ordinary Share                                    14.75 pence in cash

·             for each Preferred Ordinary Share                   £1.00 in cash

·                  The Offer values the entire issued and to be issued share capital of Invista at £39,672,517, each Ordinary Share at 14.75 pence and each Preferred Ordinary Share at £1.00.  The consideration of 14.75 pence for each Ordinary Share represents a premium of approximately 83.5 per cent. to the Closing Price of 8.0 pence per Ordinary Share on 22 May 2012, being the last trading day before the date of the announcement of the Internos Offer and a premium of approximately 19.2 per cent. over the Closing Price of 12.4 pence per Ordinary Share on 15 June 2012, being the last trading day before the date of this announcement.

·                  The Offer price in respect of each Ordinary Share is 18% higher than that offered by the Internos Offer but in all other material respects it is on the same terms. Accordingly, the Invista Directors unanimously withdraw their recommendation of the Internos Offer and intend unanimously to recommend Invista Shareholders to vote in favour of the Scheme and the resolutions at the Court Meetings and the General Meeting in respect of the Offer by Palmer Capital and to adjourn  the court meetings and the general meeting in respect of the Internos Offer. 

·                  No dividends will be paid by Invista between the date of this announcement and the Effective Date or, if earlier, the date the Offer lapses, terminates or is withdrawn. 

·                  Palmer Capital was incorporated on 1 June 2012 as a wholly-owned subsidiary of Palmer Capital Investors for the purpose of making the Offer. The Palmer Capital Group is a privately owned real estate investment manager and venture capital business which manages assets across Europe and has offices in London, Munich and Hong Kong. The Palmer Capital Group has raised around £350 million of equity from a number of institutional clients which is invested in closed ended real estate funds in the UK.

·                  The Invista Group manages investments in commercial property assets in the UK, Europe and Asia, with a total of £749 million of assets under management as at 31 December 2011, including co-investments in funds to which members of the Invista Group also provide investment management services.

·                  The Invista Group's current principal real estate investments comprise co-investments in IREOF LP and IREIF LP.  IREOF LP and IREIF LP are closed-ended funds with a five year duration that expires in February 2013 and May 2013, respectively.  IREOF LP and IREIF LP may be extended at the discretion of the investment manager for up to two further one-year periods.  IREOF LP has a pan-European remit and currently has seven investments in various locations: six in the UK, with one in Switzerland.  IREIF LP is focused on Asia and its single investment is a 50 per cent. interest in BOSS LP, which, in turn, owns five self-storage assets across Hong Kong and Singapore.  The investment manager to each of these funds is IREIM.

·                  The cash consideration payable under the terms of the Offer (and certain associated fees and expenses) will be funded by way of (i) a loan investment of £1,000,000 made by Palmer Capital Investors and (ii) loan facilities from TTG 1 and TTG 2 in the sums of £23,425,684 and £16,574,316 respectively.  It is intended that the loan facilities will be repaid as soon as practicable after the Effective Date (and the cancellation of admission to trading on AIM of Invista's shares) by means of set-off against the consideration payable by TTG 1 and TTG 2 in respect of the First LP Transfer and the Second LP Transfer respectively.

·                  The Invista Directors have been advised by Canaccord Genuity Hawkpoint.  The Invista Directors, who have been so advised by Canaccord Genuity Hawkpoint, as the independent financial adviser for the purposes of Rule 3 of the Takeover Code, consider the terms of the Offer to be fair and reasonable.  In providing its advice to the Invista Directors, Canaccord Genuity Hawkpoint has taken into account the commercial assessments of the Invista Directors. 

·                  The irrevocable undertakings given by Wellcome and HBOS I&IG on 23 May 2012 in respect of the Internos Offer have fallen away as a result of the announcement of this Offer.

·                  The irrevocable undertakings given by Guy Eastaugh and Olivia Dickson on 23 May 2012 in respect of the Internos Offer will remain in place.

·                  The Offer is conditional on, inter alia, certain regulatory approvals, certain approvals by Invista Shareholders and the sanction of the Scheme and the confirmation of the Capital Reduction by the Court.  In order to become effective, the Scheme must be approved by a majority in number of each class of the Scheme Shareholders voting at the relevant Court Meetings representing not less than 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders of each class present and voting in person or by proxy. 

·                  It is expected that the Scheme Document, containing further information about the Offer and notices of the Court Meetings and General Meeting together with the Forms of Proxy, will be posted on or around 27 June 2012 and that the Offer and the resolutions required to implement the Scheme will be put to Invista Shareholders at the Court Meetings and the General Meeting.  Subject to the satisfaction or, where relevant, waiver of all relevant Conditions (including any regulatory clearances), the Scheme is expected to become effective in the second half of 2012.

Enquiries:

Palmer Capital

Alex Price                                                              +44 20 7409 5500

Ray Palmer                                                            +44 20 7409 5500

Fenchurch Advisory Partners (Financial Adviser to Palmer Capital)

Richard Locke                                                         +44 20 7382 2222

Graham Marchant                                                   +44 20 7382 2222

Invista

Douglas Ferrans                                                     +44 20 7397 3784

Guy Eastaugh                                                         +44 20 7397 3772

Canaccord Genuity Hawkpoint (Financial Adviser and Rule 3 Adviser to Invista)

Charles Williams                                                     +44 207 665 4500

Edward Arkus                                                         +44 207 665 4500

Canaccord Genuity Limited (Corporate Broker to Invista)

Roger Lambert                                                       +44 20 7523 8350

Bruce Garrow                                                         +44 20 7523 8350

Media Enquiries:

FTI Consulting (PR Adviser to Invista)

Ed Gascoigne-Pees                                                  +44 20 7269 7132

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement and the further terms and conditions to be set out in the Scheme Document and Forms of Proxy when issued.  The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement.  Certain terms used in this announcement are defined in Appendix III to this announcement. 

Fenchurch Advisory Partners, which is authorised and regulated in the UK by the FSA, is acting exclusively for Palmer Capital and for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Palmer Capital for providing the protections afforded to clients of Fenchurch Advisory Partners or for providing advice in connection with the Offer or any matter referred to herein. 

Canaccord Genuity Hawkpoint, which is authorised and regulated in the UK by the FSA, is acting exclusively for Invista and is acting for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Invista for providing the protections afforded to clients of Canaccord Genuity Hawkpoint nor for providing advice in connection with the Offer or any matter referred to herein. 

Palmer Capital reserves the right, with the consent of the Panel (where necessary), to elect to implement the Offer by way of a Takeover Offer as an alternative to the Scheme.  Any such Takeover Offer will be subject to an acceptance condition of Palmer Capital having acquired (whether pursuant to the Offer or otherwise) such percentage (being more than 50 per cent.) of the Invista Shares as Palmer Capital may decide, having consulted with the Panel, and will otherwise be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme, and in compliance with applicable laws and regulations.  

This announcement is for information purposes only and does not constitute, or form part of, an offer to sell nor an invitation to subscribe for or purchase any securities nor the solicitation of an offer to buy securities pursuant to the Offer or otherwise.  The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme.  Invista and Palmer Capital urge Invista Shareholders to read the Scheme Document which will be distributed to Scheme Shareholders in due course (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it will contain important information relating to the Offer. 

This announcement does not constitute a prospectus or prospectus equivalent document. 

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. 

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law.  Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. 

Unless otherwise determined by Palmer Capital or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all other documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. 

The availability of the Offer to Invista Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. 

Further details in relation to overseas Invista Shareholders will be contained in the Scheme Document. 

The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom.  The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").  A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under the Exchange Act.  Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy and tender offer rules.  Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies. 

If Palmer Capital exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act.

Forward-looking statements

This announcement, any oral statements made by Palmer Capital Group Members or Invista in relation to the Offer, and other information published by Palmer Capital Group Members or Invista may contain statements about Palmer Capital Group Members and/or Invista that are or may be forward-looking statements.  All statements other than statements of historical facts included in this announcement may be forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", or words or terms of similar substance, or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Palmer Capital Group Members' or Invista's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Palmer Capital Group Members' or Invista's business. 

These forward-looking statements are not guarantees of future financial performance. 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 could cause actual results to differ materially from those projected or implied in any forward-looking statements.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. Palmer Capital, the other Palmer Capital Group Members and Invista disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. 

Not a profit forecast

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Invista for current or future financial years will necessarily match or exceed the historical or published earnings per share of Invista. 

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) 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) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company or of a paper offeror 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  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) the offeree company and (ii) any paper offeror, 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 pm (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 an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 

Details of the offeree and offeror companies 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 any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. 

This summary should be read in conjunction with the full text of this announcement.  Appendix I to this announcement contains the conditions to, and certain further terms of, the Offer.  Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement.  Appendix III contains definitions of certain expressions used in this summary and in this announcement. 

Publication on website

A copy of this announcement will be made available, free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.palmercapital.co.uk and www.invistarealestate.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. 

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on Palmer Capital Group's or Invista's website (or any other website) is incorporated into, or forms part of, this announcement. 

You will not be sent a hard copy of this announcement unless you request one.  You may request a hard copy of this announcement, free of charge, by contacting Fenchurch Advisory Partners Limited, Tower 42, 25 Old Broad Street, London EC2N 1HQ.  Invista Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. 

Rule 2.10 Disclosures

In accordance with Rule 2.10 of the Code, Invista confirms that it has 267,247,750 Ordinary Shares in issue and admitted to trading on the AIM market of the London Stock Exchange under ISIN reference GB00B1CKTY16 and that it has 50,000 Preferred Ordinary Shares in issue which are not admitted to listing or to trading on any market.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

                                                                                                            18 June 2012

RECOMMENDED OFFER

for

Invista Real Estate Investment Management Holdings plc ("Invista")

by

Palmer Capital Investors (India) Limited ("Palmer Capital")

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act)

 

1             Introduction

The boards of Palmer Capital and Invista are pleased to announce that they have reached agreement on the terms of a recommended offer under which Palmer Capital will acquire the entire issued and to be issued share capital of Invista. 

2             The Offer

It is intended that the Offer be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. 

Pursuant to the Offer, which will be subject to the conditions and further terms set out below and in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

·                                                   for each Ordinary Share                             14.75 pence in cash

·                                                   for each Preferred Ordinary Share             £1.00 in cash

The Offer values the entire issued and to be issued share capital of Invista at £39,672,517, each Ordinary Share at 14.75 pence and each Preferred Ordinary Share at £1.00.  The consideration of 14.75 pence for each Ordinary Share represents a premium of approximately 83.5 per cent. to the Closing Price of 8.0 pence per Ordinary Share on 22 May 2012, being the last trading day before the date of the announcement of the Internos Offer and a premium of approximately 19.2 per cent. to the Closing Price of 12.4 pence per Ordinary Share on 15 June 2012, being the last trading day before the date of this announcement.

No dividends will be paid by Invista between the date of this announcement and the Effective Date or, if earlier, the date the Offer lapses, terminates or is withdrawn.

The Offer is conditional on, inter alia, certain regulatory approvals, certain approvals by Invista Shareholders and the sanction of the Scheme and the confirmation of the Capital Reduction by the Court.  In order to become effective, the Scheme must be approved by a majority in number of each class of the Scheme Shareholders voting at the relevant Court Meetings representing not less than 75 per cent. in value of the Scheme Shares held by the Scheme Shareholders of each class present and voting in person or by proxy.

It is expected that the Scheme Document, containing further information about the Offer and notices of the Court Meetings and General Meeting together with the Forms of Proxy, will be posted on or around 27 June 2012 and that the Offer and the resolutions required to implement the Scheme will be put to Invista Shareholders at the Court Meetings and the General Meeting.  Subject to the satisfaction or, where relevant, waiver of all relevant Conditions (including regulatory clearances), the Scheme is expected to become effective in the second half of 2012.

3             Background to and reasons for the Offer

In October 2010, Invista, having reviewed its strategic options, issued a statement in which it said the interests of both clients and shareholders of Invista would be best served through an orderly realisation of value from Invista's assets, including its asset management business, with the proceeds of such realisations returned to Invista's shareholders in due course.  The Board has now concluded that the Offer is the most appropriate means of implementing the strategy. 

 The Palmer Capital Group has real estate fund management teams in the UK, Europe and Asia that have the necessary skills and expertise to manage and maximise value from Invista's property interests. They also have an entrepreneurial approach to managing commercial property assets which is required to maximise value from these assets. Palmer Capital's strategy is to achieve an orderly realisation of IREOF LP and IREIF LP over the next two to three years and Palmer Capital intends to work in conjunction with the limited partners in IREIF LP and IREOF LP with a view to achieving the best possible outcome for all stakeholders. 

Palmer Capital believes that Invista's business activities no longer require a quoted parent company and could be more efficiently managed as a private company (please see paragraph 18 of this announcement).

4             Advisers and Recommendation

The Invista Directors have been advised by Canaccord Genuity Hawkpoint.  The Invista Directors, who have been so advised by Canaccord Genuity Hawkpoint, as the independent financial adviser for the purposes of Rule 3 of the Takeover Code, consider the terms of the Offer to be fair and reasonable.  In providing its advice to the Invista Directors, Canaccord Genuity Hawkpoint has taken into account the commercial assessments of the Invista Directors. 

The Offer price in respect of each Ordinary Share is 18% higher than that offered by the Internos Offer but in all other material respects it is on the same terms. Accordingly, the Invista Directors unanimously withdraw their recommendation of the Internos Offer and intend unanimously to recommend Invista Shareholders to vote in favour of the Scheme and the resolutions at the Court Meetings and the General Meeting in respect of the Offer by Palmer Capital (or, if the Offer is implemented by means of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) and to adjourn the Court Meetings and the General Meeting in respect of the Internos Offer. 

5             Background to and reasons for recommendation

Following the loss of the Lloyds Banking Group investment management mandates, Invista announced on 12 October 2010 that the interests of both clients and shareholders of Invista would be best served through an orderly realisation of value from Invista's assets, including its asset management business, with the proceeds of such realisations returned to Invista Shareholders in due course. 

Since that time, Invista has sold a number of balance sheet assets and has undertaken a simplification and downsizing of the business.  £48 million of capital (18 pence per Ordinary Share) was returned to Invista Shareholders in June 2011. 

However, despite this progress, Invista has two remaining large and complicated assets, being interests in IREOF LP and IREIF LP.  Both these assets are partnership interests in joint venture real estate funds and, as such, are inherently complex.  Efforts to realise value from these assets in the short term have proved challenging, given the nature of the assets, the need to reconcile the interests of Invista's joint venture partners and the generally poor market environment for secondary real estate. 

The market environment for secondary assets like these continues to be extremely testing.  In the short term, it is the Board's expectation that the realisation of value from IREOF LP and IREIF LP would likely be at a significant discount to the value at which they are carried in Invista's financial statements and there can be no certainty or confidence as to when market conditions might improve.  The business has been downsized and its costs reduced since October 2010 and Invista retains a much reduced infrastructure and fund management capability to appropriately support its remaining clients.  However, the revenue from the remaining clients has reached such a level that, as a result of the asset realisation strategy, it is not covering Invista's cost base and so Invista's cash reserves are being eroded as the business continues to trade. 

It is against this backdrop that the Board has considered whether it might be in the interests of Invista Shareholders for the Board to consider an offer for Invista as a whole, at a level that represents fair value for Invista Shareholders, given the reducing cash balances and the significant challenges and risks of continuing to hold and manage the remaining assets if acceptable prices are not forthcoming through a realisation process. 

In this regard, the Board has given careful consideration to the fundamental value of Invista's business and the current market environment and believes that the cash offer put forward by Palmer Capital represents a transaction that is both deliverable and which also represents fair value for all Invista Shareholders. In reaching its conclusions, the Board has taken into account the following:

·                  the Offer represents an opportunity for Invista Shareholders to realise their entire investment in Invista in the short term, in cash at a significant premium to the Closing Price of 8.0 pence per Ordinary Share on 22 May 2012, being the last trading day before the date of the announcement of the Internos Offer and a premium of 19.2 per cent. to the Closing Price of 12.4 pence per Ordinary Share on 15 June 2012, being the last trading day before the date of this announcement; and

·                  the Offer price in respect of each Ordinary Share is 18% higher than that offered by the Internos Offer but in all other material respects it is on the same terms. Palmer Capital is an established and credible buyer and its parent, Palmer Capital Investors has a recognised institutional track record as an FSA regulated asset manager and together with Palmer Capital Partners has experience of complex transactions;

In the context of an offer for Invista as a whole, Invista considered the merits of a number of proposals over an extended period of time against the backdrop of a publicly announced asset realisation strategy. This process resulted in the announcement of Internos' Offer on 23 May 2012. 

Since that time, the Board has received indicative proposals at levels higher than the Internos Offer from a number of parties. In order to select a preferred bidder, the Board requested that all such parties put forward their best proposals to the same timetable.

Whilst one of these proposals may have delivered a higher headline value than the Offer, in evaluating the proposals the Board has to take account of both contingent elements of consideration and the risks of deliverability of any possible offers to Invista Shareholders, as well as any potential time delays and the associated execution risk that this may cause.

Therefore, having considered all such proposals, the Board has concluded that the Palmer Capital Offer delivers the best overall outcome for Invista's Shareholders. 

In light of the above, the Board believes that the price of 14.75 pence per Ordinary Share and £1.00 per Preferred Ordinary Share in cash represented by the Offer provides Invista Shareholders with certainty and represents fair value for Invista in today's difficult market conditions.

6             Irrevocable undertakings

The irrevocable undertakings given by Wellcome and HBOS I&IG on 23 May 2012 in respect of the Internos Offer have fallen away as a result of the announcement of this Offer. The irrevocable undertakings given by Guy Eastaugh and Olivia Dickson on 23 May 2012 in respect of the Internos Offer will remain in place.

7             Information on Palmer Capital

Palmer Capital was incorporated on 1 June 2012 as a wholly-owned subsidiary of Palmer Capital Investors for the purpose of making the Offer. Palmer Capital Investors is regulated in the UK by the FSA. The Palmer Capital Group is a privately owned real estate investment manager and venture capital business which manages assets across Europe and has major offices in London, Deventer (Netherlands), Munich and Hong Kong. The Palmer Capital Group has raised around £350 million of equity from a number of institutional clients which is invested in closed ended real estate funds in the UK.

Palmer Capital Partners is also a banking customer of Lloyds Banking Group (of which HBOS I&IG is part) and its predecessors.  Wellcome is an investor in a real estate fund managed by the Palmer Capital Group.

8             Information on Invista

The Invista Group manages investments in commercial property assets in the UK, Europe and Asia, with a total of £749 million of assets under management as at 31 December 2011, including co-investments in funds to which members of the Invista Group also provide investment management services. 

The Invista Group's current principal real estate investments comprise co-investments in IREOF LP and IREIF LP.  IREOF LP and IREIF LP are closed-ended funds with a five year duration that expires in February 2013 and May 2013, respectively.  IREOF LP and IREIF LP may be extended at the discretion of the investment manager for up to two further one-year periods.  IREOF LP has a pan-European remit and currently has seven investments in various locations: six in the UK, with one in Switzerland.  IREIF LP is focused on Asia and its single investment is a 50 per cent. interest in BOSS LP, which, in turn, owns five self-storage assets across Hong Kong and Singapore.  The investment manager to each of these funds is IREIM. 

For the year ended 31 December 2011, the Invista Group generated revenue of £22.6 million, net profit of £0.5 million and earnings per Invista Share of 0.2 pence.  These financial results include a significant proportion of revenue in relation to investment mandates that Invista no longer manages following the transfer of a number of fund management contracts to new managers.  Therefore, Invista will no longer receive this revenue going forward.  Invista had total assets under management of £749 million, cash of £35 million and a net asset value of £65 million as at 31 December 2011. 

9             Management and employees

It is intended that, with effect from the Effective Date, each of the directors of Invista will resign and that Ray Palmer, Alex Price, Rupert Sheldon and Christopher Digby-Bell will be appointed as directors of Invista.

Palmer Capital has given assurances to the Invista Directors that the existing employment rights, including pension rights, of all employees of the Invista Group will be fully safeguarded upon completion of the Offer.

10           Invista Employee Share Schemes

Participants in the Invista Employee Share Schemes will be contacted separately regarding the effect of the Offer on their rights under the Invista Employee Share Schemes and appropriate proposals will be made to such persons in due course. 

11           Financing the Offer

The cash consideration payable under the terms of the Offer (and certain associated fees and expenses) will be funded by way of (i) a loan investment of £1,000,000 made by Palmer Capital Investors and (ii) loan facilities from TTG 1 and TTG 2 in the sums of £23,425,684 and £16,574,316 respectively.

It is intended that the outstanding loan liabilities owed to TTG 1 and TTG 2 be repaid as soon as practicable after the Effective Date (and the cancellation of admission to trading on AIM of Invista's shares) by means of set-off against the consideration payable by TTG 1 and TTG 2 in respect of the First LP Transfer and the Second LP Transfer respectively. 

Palmer Capital will transfer (or procure the transfer of) IREIF Investing Partner's limited partnership interest in IREIF LP to TTG 1 in accordance with the terms of the First SPA and IREOF Investing Partner's limited partnership interest in the IREOF LP to TTG 2 in accordance with the terms of the Second SPA, in each case as soon as practicable following the Scheme becoming effective.

It is intended that the First LP Transfer and the Second LP Transfer be effected by way of a reduction of the share capital of each of the LPs and of Invista under section 641 of the Companies Act or by such other method as may be legally permissible in each case, to be commenced as soon as practicable following the Scheme becoming effective. Neither of the First LP Transfer nor the Second LP Transfer nor the related capital reductions will be commenced until the Scheme becomes effective. The Scheme is not conditional upon the completion of the First LP Transfer and/or the Second LP Transfer. 

Fenchurch Advisory Partners, independent financial adviser to Palmer Capital, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Invista Shareholders under the terms of the Offer.

12           Summary of certain offer-related arrangements

As referred to in paragraph 11 (above), Palmer Capital Investors and the TTG Companies have respectively agreed to lend Palmer Capital approximately £40,000,000 of the monies which Palmer Capital requires to finance the cash consideration payable under the terms of the Offer and that the outstanding loan liabilities owed to TTG 1 and TTG 2 be repaid as soon as practicable after the Effective Date (and the cancellation of admission to trading on AIM of Invista's shares) by means of set-off against the consideration payable by TTG 1 and TTG 2 in respect of the First LP Transfer and the Second LP Transfer respectively.

In connection with these arrangements, Palmer Capital has entered into the following agreements with TTG 1 and TTG2:

·                  the TTG 1 Loan Agreement, pursuant to which TTG 1 has made available to Palmer Capital a facility of £23,425,684.  Interest accrues on the loan at the same rate as is applicable to the account in which the loan is held.  Interest which has accrued under the loan and which is standing to the credit of the account in which the loan is held as at the date of the First LP Transfer is payable to TTG 1 on the date of such transfer.  If completion of the First LP Transfer does not occur by the last day of the "Certain Funds Period" (as defined in the TTG 1 Loan Agreement), the loan and all interest accrued thereon is repayable in full, to the extent not already repaid in accordance with the mechanism described above; 

·                  the TTG 2 Loan Agreement, pursuant to which TTG 2 has made available to Palmer Capital a facility of £16,574,316.  The terms of the agreement are substantially the same as those of the TTG 1 Loan Agreement;

·                  the Palmer Capital Loan Agreement, pursuant to which Palmer Capital Investors has made available to Palmer Capital a facility of £1,000,000.  The terms of the agreement are substantially the same as those of the TTG 1 Loan Agreement and the TTG 2 Loan Agreement;

·                  the First SPA, pursuant to which TTG 1 has agreed to acquire the IREIF Investing Partner's limited partnership interest in the IREIF LP for £23,425,684 to be deemed repaid by way of set off against the corresponding amount of Palmer Capital's liability to repay sums to TTG 1 under the TTG 1 Loan Agreement.  Completion of the First SPA is conditional upon, inter alia, the Effective Date having occurred and a capital reduction in accordance with section 641 of the Companies Act having become effective in accordance with its terms in order to effect the First LP Transfer and the Second LP Transfer;

·                  the Second SPA, pursuant to which TTG 2 has agreed to acquire the IREOF Investing Partner's limited partnership interest in the IREOF LP for £16,574,316 to be deemed repaid by way of set off against the corresponding amount of Palmer Capital's liability to repay sums to TTG 2 under the TTG 2 Loan Agreement.  Completion of the Second SPA is conditional upon, inter alia, the Effective Date having occurred and a capital reduction in accordance with section 641 of the Companies Act having become effective in accordance with its terms in order to effect the First LP Transfer and the Second LP Transfer; and

·                  the Joint Venture Agreement, which is conditional upon completion of the Scheme and pursuant to which Palmer Capital and the TTG Companies will be responsible for the provision of certain services to the Target.  The Joint Venture Agreement provides for the aggregation and subsequent apportionment of all the profits of both Palmer Capital and the TTG Companies between Palmer Capital, the TTG Companies and/or their respective affiliates.  The apportionment of the profits will be dependent upon certain thresholds based on an agreed return being achieved. The TTG Companies and/or their affiliates are entitled to share in the majority of the profits. The services to be provided by Palmer Capital under the terms of the Joint Venture Agreement include the management of the Funds and, the services to be provided by the TTG Companies, includes overseeing and providing strategic advice to Palmer Capital. 

On 27 March 2012 Palmer Capital Partners entered into a confidentiality undertaking with Invista in relation to the Acquisition including customary confidentiality provisions and undertakings by Palmer Capital Partners not to solicit Invista's employees. 

Palmer Capital and Invista have entered into a Cooperation Letter pursuant to which each has agreed to cooperate with the other in relation to the obtaining of regulatory approvals in connection with the Offer and to use reasonable endeavours to make agreed proposals to participants in relation to the Invista Employee Share Schemes.  Details of these proposals will be set out in the Scheme Document. 

The above arrangements will be disclosed in the manner described in paragraph 20 below.

13           Opening Position Disclosures and interests

Palmer Capital confirms that it will today make an Opening Position Disclosure, setting out the details required to be disclosed by it under Rule 8.1(a) of the Code. 

14           Structure of the Offer

It is intended that the Offer will be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.  The Scheme is an arrangement between Invista and the Scheme Shareholders and is subject to the approval of the Court. 

The purpose of the Scheme is to provide for Palmer Capital to become the holder of the entire issued and to be issued share capital of Invista.  This is to be achieved by the cancellation of the Scheme Shares held by Scheme Shareholders and the application of the reserve arising from such cancellation in paying up in full such number of new ordinary shares of £0.0001 each in Invista which is equal in nominal value to the nominal value of the Scheme Shares cancelled and issuing such new ordinary shares to Palmer Capital.  Palmer Capital will subsequently pay the cash consideration to which Invista Shareholders on the register of members at the Scheme Record Time are entitled pursuant to the terms of the Offer in consideration for the cancellation of the Scheme Shares and the allotment and issue to Palmer Capital of the new ordinary shares pursuant to the Scheme.

To become effective, the Scheme will require, amongst other things, the approval by a majority in number of each class of Scheme Shareholders representing at least 75 per cent. in value of the Scheme Shares of each class held by such Scheme Shareholders voting, either in person or by proxy, at the relevant Court Meetings (or any adjournment thereof), and the passing by the Invista Shareholders of a special resolution necessary to implement the Scheme (including approving appropriate amendments to the articles of association of Invista) at the General Meeting (or any adjournment thereof).  In addition, the Scheme must be sanctioned, and the Capital Reduction must be confirmed, by the Court. 

The Scheme will also be subject to certain conditions and certain further terms referred to in Appendix I of this announcement and to be set out in the Scheme Document.

Once the necessary approvals from Invista Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme will become effective upon the delivery of the Reduction Court Order to the Registrar.  The Scheme is expected to become effective in the second half of 2012.  If the Scheme does not become effective on or before the Long Stop Date, it will lapse and the Offer will not proceed (unless the parties agree otherwise with the consent of the Panel).

Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meetings or the General Meeting.

Palmer Capital reserves the right, with the consent of the Panel (where necessary), to elect to implement the Offer by way of a Takeover Offer as an alternative to the Scheme.  Any such Takeover Offer will be subject to an acceptance condition of Palmer Capital having acquired (whether pursuant to the Offer or otherwise) such percentage (being more than 90 per cent.) of the Invista Shares as Palmer Capital may decide, having consulted with the Panel, and will otherwise be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme, and in compliance with applicable laws and regulations. 

Further details of the Scheme, including how Scheme Shareholders may participate in the Court Meetings and General Meeting, will be contained in the Scheme Document. 

15           Expected Timetable

Invista currently anticipates that:

(a)        it will despatch the Scheme Document, together with the Forms of Proxy, to Invista Shareholders and, for information only, to the holders of options and awards granted under the Invista Employee Share Schemes on or around 27 June 2012;

(b)        the Court Meetings and General Meeting will take place on or around 20 July 2012 but in any event by 5 November 2012; and

(c)        subject to the Scheme becoming unconditional and effective in accordance with its terms, the Offer is expected to become effective in the second half of 2012, with the consideration being payable to Invista Shareholders no later than 14 days after the Effective Date. 

The timing of events which relate to the implementation of the Offer is, however, subject to the approval of the Court and is therefore subject to change.  A full anticipated timetable will be set out in the Scheme Document. 

If the Offer does not become effective by the Long Stop Date, the Offer will lapse except where the approval of Invista Shareholders at the Court Meetings and General Meeting is obtained before this date, in which case the longstop date for the Offer may be extended to such later date as Palmer Capital and Invista may agree and, if appropriate, the Court may approve. 

16           Regulatory conditions

The Offer will be subject to the conditions and further terms set out below and in Appendix I and the full terms and conditions which will be set out in the Scheme Document.  Prior approval for the Offer will be required from the FSA and the GFSC. 

17           Overseas Shareholders

The availability of the Offer or distribution of this announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about, and observe, any applicable requirements.  Further details in relation to overseas Invista Shareholders will be contained in the Scheme Document.  

18           Delisting and re-registration

It is intended that Palmer Capital will procure that Invista cancels the admission of the Ordinary Shares to trading on AIM upon or shortly after the Effective Date. 

On the Effective Date, Invista will become a wholly-owned subsidiary of Palmer Capital and share certificates in respect of the Invista Shares will cease to be valid and should be destroyed.  Entitlements to Invista Shares held within the CREST system will be cancelled on the Effective Date. 

It is also proposed, as part of the application to Court in connection with the Scheme, to seek an order of the Court pursuant to section 651 of the Companies Act to re-register Invista as a private limited company. 

19           General

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement.  The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement.  Certain terms used in this announcement are defined in Appendix III to this announcement. 

20           Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on Palmer Capital Group's website (www.palmercapital.com) and Invista's website (www.invistarealestate.com) by no later than 12 noon (London time) on 19 June 2012 until the end of the Offer Period:

·                  TTG 1 Loan Agreement;

·                  TTG 2 Loan Agreement;

·                  Palmer Capital Loan Agreement;

·                  the First SPA;

·                  the Second SPA;

·                  the Cooperation Letter; and

·                  the Joint Venture Agreement.

Enquiries:

Palmer Capital

Alex Price                                                              +44 20 7409 5500

Ray Palmer                                                            +44 20 7409 5500

Fenchurch Advisory Partners (Financial Adviser to Palmer Capital)

Richard Locke                                                         +44 20 7382 2222

Graham Marchant                                                   +44 20 7382 2222

Invista

Douglas Ferrans                                                     +44 20 7397 3784

Guy Eastaugh                                                         +44 20 7397 3772

Canaccord Genuity Hawkpoint (Financial Adviser and Rule 3 Adviser to Invista)

Charles Williams                                                     +44 207 665 4500

Edward Arkus                                                         +44 207 665 4500

Canaccord Genuity Limited (Corporate Broker to Invista)

Roger Lambert                                                       +44 20 7523 8350

Bruce Garrow                                                         +44 20 7523 8350

Media Enquiries:

FTI Consulting (PR Adviser to Invista)

Ed Gascoigne-Pees                                                  +44 20 7269 7132

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement and the further terms and conditions to be set out in the Scheme Document and Forms of Proxy when issued.  The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement.  Certain terms used in this announcement are defined in Appendix III to this announcement. 

Fenchurch Advisory Partners, which is authorised and regulated in the UK by the FSA, is acting exclusively for Palmer Capital and for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Palmer Capital for providing the protections afforded to clients of Fenchurch Advisory Partners nor for providing advice in connection with the Offer or any matter referred to herein. 

Canaccord Genuity Hawkpoint, which is authorised and regulated in the UK by the FSA, is acting exclusively for Invista and is acting for no one else in connection with the Offer and this announcement and will not be responsible to anyone other than Invista for providing the protections afforded to clients of Canaccord Genuity Hawkpoint nor for providing advice in connection with the Offer or any matter referred to herein. 

Palmer Capital reserves the right, with the consent of the Panel (where necessary), to elect to implement the Offer by way of a Takeover Offer as an alternative to the Scheme.  Any such Takeover Offer will be subject to an acceptance condition of Palmer Capital having acquired (whether pursuant to the Offer or otherwise) such percentage (being more than 50 per cent.) of the Invista Shares as Palmer Capital may decide, having consulted with the Panel, and will otherwise be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme, and in compliance with applicable laws and regulations. 

This announcement is for information purposes only and does not constitute, or form part of, an offer to sell nor an invitation to subscribe for or purchase any securities nor the solicitation of an offer to buy securities pursuant to the Offer or otherwise.  The Offer will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Offer, including details of how to vote in favour of the Scheme.  Invista and Palmer Capital urge Invista Shareholders to read the Scheme Document which will be distributed to Scheme Shareholders in due course (with the exception of certain Scheme Shareholders in Restricted Jurisdictions), as it will contain important information relating to the Offer. 

This announcement does not constitute a prospectus or prospectus equivalent document. 

This announcement has been prepared for the purpose of complying with English law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. 

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law.  Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. 

Unless otherwise determined by Palmer Capital or required by the Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this announcement and all other documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all other documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. 

The availability of the Offer to Invista Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements. 

Further details in relation to overseas Invista Shareholders will be contained in the Scheme Document. 

The Offer relates to the shares in an English company and is proposed to be made by means of a scheme of arrangement provided for under company law of the United Kingdom.  The scheme of arrangement will relate to the shares of a UK company that is a 'foreign private issuer' as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "Exchange Act").  A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy and tender offer rules under the Exchange Act.  Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy and tender offer rules.  Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies. 

If Palmer Capital exercises its right to implement the Offer by way of a Takeover Offer, the Offer will be made in compliance with applicable US laws and regulations, including applicable provisions of the tender offer rules under the Exchange Act.

Forward-looking statements

This announcement, any oral statements made by Palmer Capital Group Members or Invista in relation to the Offer, and other information published by Palmer Capital Group Members or Invista may contain statements about Palmer Capital Group Members and/or Invista that are or may be forward-looking statements.  All statements other than statements of historical facts included in this announcement may be forward-looking statements.  Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", or words or terms of similar substance, or the negative thereof, are forward-looking statements.  Forward-looking statements include statements relating to the following: (i) the expected timetable for implementing the Offer, future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Palmer Capital Group Members' or Invista's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Palmer Capital Group Members' or Invista's business. 

These forward-looking statements are not guarantees of future financial performance. 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 could cause actual results to differ materially from those projected or implied in any forward-looking statements.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements. Palmer Capital, the other Palmer Capital Group Members and Invista disclaim any obligation to update any forward-looking or other statements contained herein, except as required by applicable law. 

Not a profit forecast

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of Invista for current or future financial years will necessarily match or exceed the historical or published earnings per share of Invista. 

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) 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) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 the offeree company or of a paper offeror 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% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  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) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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 8

 of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3. 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). 

Details of the offeree and offeror companies 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 any offeror was first identified.  You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure. 

This summary should be read in conjunction with the full text of this announcement.  Appendix I to this announcement contains the conditions to, and certain further terms of, the Offer.  Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement.  Appendix III contains definitions of certain expressions used in this summary and in this announcement. 

Publication on website

A copy of this announcement will be made available, free of charge but subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.palmercapital.co.uk and www.invistarealestate.com by no later than 12 noon (London time) on the Business Day following the date of this announcement. 

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on Palmer Capital Group's or Invista's website (or any other website) is incorporated into, or forms part of, this announcement. 

You will not be sent a hard copy of this announcement unless you request one.  You may request a hard copy of this announcement, free of charge, by contacting Fenchurch Advisory Partners Limited, Tower 42, 25 Old Broad Street, London EC2N 1HQ.  Invista Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form. 

Rule 2.10 Disclosures

In accordance with Rule 2.10 of the Code, Invista confirms that it has 267,247,750 Ordinary Shares in issue and admitted to trading on the AIM market of the London Stock Exchange under ISIN reference GB00B1CKTY16 and that it has 50,000 Preferred Ordinary Shares in issue which are not admitted to listing or to trading on any market. 

APPENDIX I

CONDITIONS AND FURTHER TERMS OF THE SCHEME

The Offer will be conditional upon the Scheme becoming unconditional and becoming effective by not later than the Long Stop Date or such later date (if any) as Palmer Capital and Invista may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve. 

The Scheme will be conditional upon:

(a)        approval of the Scheme by a majority in number, representing at least 75 per cent. in value, of the Ordinary Shareholders who are on the register of members of Invista at the Voting Record Time and who are also present and voting, either in person or by proxy, at the Court Meeting of the Ordinary Shareholders or at any adjournment of that meeting by not later than 31 August 2012 (or such later date (if any) as Palmer Capital and Invista may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve);

(b)        approval of the Scheme by a majority in number, representing at least 75 per cent. in value, of the Preferred Ordinary Shareholders who are on the register of members of Invista at the Voting Record Time and who are also present and voting, either in person or by proxy, at the Court Meeting of the Preferred Ordinary Shareholders or at any adjournment of that meeting by not later than 31 August 2012 (or such later date (if any) as Palmer Capital and Invista may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve);

(c)         the resolutions in connection with or required to approve and implement the Scheme and approve the Capital Reduction, as set out in the notice of the General Meeting, being duly passed by the requisite majority at the General Meeting or at any adjournment of that meeting by not later than 31 August 2012 (or such later date (if any) as Palmer Capital and Invista may, subject to the Takeover Code and/or with the consent of the Panel, agree and (if required) the Court may approve); and

(d)        (i) the sanction of the Scheme and the confirmation of the Capital Reduction, in either case without modification or with modification (on terms reasonably acceptable to Palmer Capital and Invista) by the Court, and the delivery for registration of copies of the Court Orders and the statements of capital attached thereto to the Registrar of Companies, and (if so ordered in order to take effect) the registration of the Reduction Court Order and such statement of capital by the Registrar of Companies; and (ii) the Court hearing to sanction the Scheme being held on or before 5 November 2012 or such later date as is agreed between Palmer Capital and Invista.

Subject to paragraph 4 below and to the requirements of the Panel, application to the Court to sanction the Scheme and to confirm the Capital Reduction will not be made unless the conditions at paragraphs 2(a), (b) and (c) above have been fulfilled, and unless immediately prior to the hearing to sanction the Scheme the following conditions (as amended if appropriate) are satisfied or, save in the case of the conditions at paragraphs 3(a) and (b), waived (and in the case of the conditions at paragraphs 3(a) and (b) remain satisfied) as referred to below:

(a)

(i)         each Relevant Regulator having, to the extent necessary, approved or being deemed to have approved, in terms satisfactory to Palmer Capital (acting reasonably), the acquisition by Palmer Capital of control over Invista and any member of the Wider Invista Group which is authorised or regulated by any Relevant Regulator, either unconditionally or subject to the fulfilment of certain conditions or obligations acceptable to Palmer Capital;
(ii)       
(A)        the FSA having notified in writing, any required approval in accordance with Part XII of FSMA to the proposed acquisition of control over each UK authorised person in the Wider Invista Group by Palmer Capital in the manner contemplated by the Offer, such consent being either: (a) unconditional in all respects (save as to the period within which the change of control must occur) or (b) subject to conditions (other than as to timing) which do not have and are not likely to have a material adverse effect on the Wider Palmer Capital Group taken as whole or any controller thereof, or the Wider Invista Group taken as a whole (whether in terms of their actual or prospective liquidity, financial or capital position or the manner in which they conduct their operations or in terms of the ownership of Palmer Capital, Palmer Capital Investors or Palmer Capital Partners or otherwise); or
(B)        the period of 60 Working Days (excluding any interruption period imposed by the FSA) having elapsed from the date of acknowledgment of receipt of a complete application by the FSA for the proposed acquisition of each UK authorised person in the Wider Invista Group by Palmer Capital without the FSA having objected to the proposed acquisition of any UK authorised person in the Wider Invista Group.

For the purposes of this condition "control" shall have the meaning given to it in Part XII of FSMA and "controller" shall have the meaning given to it in section 422 of FSMA;

(e)        the GFSC having approved in writing (or having been deemed to approve in accordance with the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended)), with respect to its regulation of Invista Real Estate Investment Management (CI) Limited (the "Guernsey Regulated Subsidiary"), under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the change in effective control of the Guernsey Regulated Subsidiary arising from the acquisition of the Wider Invista Group by Palmer Capital;

(f)         no government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, court, trade agency, association or institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction (each a "Third Party") having taken instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference (and in each case not having withdrawn the same) or having required any action to be taken or information to be provided or otherwise having done anything or having made, proposed or enacted any statute, regulation, order or decision or having done anything which would or might reasonably be expected to:

(i)         make the Offer or its implementation, or the acquisition or the proposed acquisition by Palmer Capital of any shares or other securities in, or control of, Invista or any member of the Wider Invista Group void, illegal or unenforceable in any jurisdiction, or (in, each case, in a manner that is material in the context of the Wider Invista Group (taken as a whole)) otherwise directly or indirectly restrain, prohibit, restrict, prevent or delay the same or impose additional conditions or financial or other obligations with respect thereto;
(ii)        require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Palmer Capital Group of any Invista Shares or of any shares in a member of the Wider Invista Group which in any such case would be material in the context of the Offer, the Wider Palmer Capital Group or the Wider Invista Group;
(iii)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Palmer Capital Group or by any member of the Wider Invista Group of all or any material portion of their respective businesses, assets or property, or (to an extent which is material in the context of the Offer, the Wider Palmer Capital Group or the Wider Invista Group) impose any limit on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof;
(iv)        impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Palmer Capital Group to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of Invista Shares or any shares or securities convertible into Invista Shares or to exercise voting or management control over any member of the Wider Invista Group;
(v)        except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Palmer Capital Group and/or of the Wider Invista Group to acquire or offer to acquire any shares or other securities in any member of the Wider Invista Group owned by any Third Party in a manner that would be material in the context of the Wider Invista Group (taken as whole);
(vi)        impose any material limitation on the ability of any member of the Wider Invista Group and/or of the Wider Palmer Capital Group to integrate all its business, or any material part of it, with the business of any member of the Wider Invista Group or of the Wider Palmer Capital Group respectively; or
(vii)       otherwise adversely affect any or all of the businesses, assets, prospects, profits or financial or trading position of any member of the Wider Invista Group which in any such case would be material in the context of the Offer or the Wider Invista Group,
and all applicable waiting and other time periods during which any Third Party could institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction, having expired, lapsed or been terminated;

(g)        all filings and applications which are necessary in connection with the Offer having been made and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Offer and the acquisition or proposed acquisition of any shares or other securities in, or control of, Invista or any member of the Wider Invista Group (in each case, where the absence of such notification, filing or application would have a material adverse effect on the Wider Invista Group taken as a whole) and all authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, certificates, permissions and approvals ("Authorisations") necessary for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control of, Invista or the carrying on by any member of the Wider Invista Group of its business having been obtained in terms and in a form satisfactory to Palmer Capital (acting reasonably) from all appropriate Third Parties or persons with whom any member of the Wider Invista Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and there being no notice of any intention to revoke, suspend, restrict or amend or not renew the same, which in any such case would have a material adverse effect on the Wider Invista Group;

(h)        except as Disclosed, there being no provision of any arrangement, agreement, licence or other instrument to which any member of the Wider Invista Group is a party or by or to which any such member or any of its respective assets is or are or may be bound or subject which, in consequence of the making of the Offer or the proposed acquisition of any shares or other securities in Invista by Palmer Capital or because of a change in the control or management of Invista, could reasonably be expected to result in to an extent which is material in the context of the Wider Invista Group taken as a whole:

(i)         any indebtedness actual or contingent of, or any grant available to, any member of the Wider Invista Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or capable of being withdrawn or inhibited;
(ii)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Invista Group or any such security (whenever created, arising or having arisen) being enforced or becoming enforceable;
(iii)        any such arrangement, agreement, licence or instrument being terminated or the rights, liabilities, obligations, or interests of any member of the Wider Invista Group under any such arrangement, agreement, licence or instrument being terminated or adversely modified or adversely affected or any adverse action being taken or any onerous obligation or liability arising thereunder;
(iv)        any asset or interest of any member of the Wider Invista Group being disposed of or charged (otherwise than in the ordinary course of business) or any right arising under which any such asset or interest could be required to be disposed of or charged;
(v)        any member of the Wider Invista Group ceasing to be able to carry on business under any name under which it presently does so;
(vi)        any member of the Wider Invista Group being required to acquire any shares in any member of the Wider Invista Group owned by any third party;
(vii)       the value or financial or trading position or prospects of any member of the Wider Invista Group being prejudiced or adversely affected; or
(viii)      the creation of any liability, actual or contingent, by any member of the Wider Invista Group (other than in the ordinary course of business),
and no event having occurred which, under any provision of any such arrangement, agreement, licence or other instrument, might reasonably be expected to result in any of the events referred to in this paragraph (e) to an extent which in any such case, would be material in the context of the Wider Invista Group;

(i)         since 31 December 2011 and except as Disclosed, no member of the Wider Invista Group having:

(i)         issued or agreed to issue or authorised or announced the issue of additional shares or securities of any class, or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible securities (save for issues between Invista and any of its wholly-owned subsidiaries or between such wholly-owned subsidiaries and save for options granted under the Invista Employee Share Schemes or the issue of any Invista Shares allotted upon or in connection with the satisfaction of the exercise of options under the Invista Employee Share Schemes) or redeemed, purchased, repaid or reduced or announced the redemption, purchase, repayment or reduction of any part of its share capital or any other securities;
(ii)        recommended, declared, made or paid or proposed to recommend, declare, make or pay any bonus, dividend or other distribution whether payable in cash or otherwise other than any distribution by any wholly-owned subsidiary within the Invista Group or as part of the Offer;
(iii)        save as between Invista and its wholly-owned subsidiaries and otherwise than pursuant to the Offer, effected, authorised, proposed or announced its intention to propose any change in its share or loan capital;
(iv)        other than pursuant to the Offer and save as between Invista and its wholly-owned subsidiaries or between wholly-owned subsidiaries of Invista, effected, authorised, proposed or announced its intention to propose any merger, demerger, reconstruction, amalgamation, commitment or scheme or any acquisition, disposal, transfer, mortgage or charge of assets or shares or any right, title or interest in any assets or shares (other than in the ordinary course of business) in respect of itself or another member of the Wider Invista Group which in each case would be material in the context of the Wider Invista Group;
(v)        entered into, varied or terminated or authorised, or announced its intention to enter into, vary, terminate or authorise any agreement, arrangement, contract, transaction or commitment (other than in the ordinary course of business and whether in respect of capital expenditure or otherwise) which is of a long-term or unusual or onerous nature or magnitude, in each case which is material in the context of the Wider Invista Group taken as a whole;
(vi)        entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Invista Group;
(vii)       issued, authorised or announced an intention to issue or made any change in or to any debentures, or (other than in the ordinary course of business) incurred or increased any indebtedness or liability, actual or contingent except as between Invista and any of its wholly owned subsidiaries or between such subsidiaries, which is material in the context of the Wider Invista Group;
(viii)      been unable or admitted that it is unable to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business or proposed or entered into any composition or voluntary arrangement with its creditors (or any class of them) or the filing at court of documentation in order to obtain a moratorium prior to a voluntary arrangement or, by reason of actual or anticipated financial difficulties, commenced negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
(ix)        made, or announced any proposal to make, any change or addition to any retirement, death or disability benefit or any other employment-related benefit of or in respect of any of its directors, employees, former directors or former employees which in any such case would be material in the context of the Offer, or the Wider Invista Group taken as whole;
(x)        save as between Invista and its wholly-owned subsidiaries, granted any lease or third party rights in respect of any of the leasehold or freehold property owned or occupied by it or transferred or otherwise disposed of any such property which in any such case would be material in the context of the Wider Invista Group;
(xi)        entered into or varied or made any offer (which remains open for acceptance) to enter into or vary the terms of any service agreement with any director or senior executive of Invista or any director or senior executive of the Wider Invista Group which in any such case would be material in the context of the Wider Invista Group;
(xii)       (other than in respect of a company which is dormant and was solvent at the relevant time) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up (voluntary or otherwise), dissolution, striking-off or re-organisation or for the appointment of a receiver, administrator (including the filing of any administration application, notice of intention to appoint an administrator or notice of appointment of an administrator), administrative receiver, trustee or similar officer of all or any part of its assets or revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction which in any such case would be material in the context of the Offer or the Wider Invista Group taken as whole;
(xiii)      save as envisaged by the Offer, made any amendment to its articles of association;
(xiv)      waived or compromised any claim or authorised any such waiver or compromise, save in the ordinary course of business, which is material in the context of the Wider Invista Group;
(xv)       taken, entered into or had started or threatened against it in a jurisdiction outside England and Wales any form of insolvency proceeding or event similar or analogous to any of the events referred to in sub-paragraphs (ix) and (xiii) above; or
(xvi)      entered into an agreement or arrangement or commitment with respect to or announced any intention to effect any of the transactions, matters or events referred to in this paragraph (f);

(j)         except as Disclosed, since 31 December 2011:

(i)         there having been no material adverse change in the business, assets, financial or trading position or profits or prospects of the Wider Invista Group which is material in the context of the Offer or the Wider Invista Group taken as a whole; and
(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Invista Group is or may become a party (whether as claimant or defendant or otherwise), and no material enquiry or investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider Invista Group, remaining outstanding by, against or in respect of any member of the Wider Invista Group in any way in each case which is material in the context of the Wider Invista Group; and

(k)         save as Disclosed, Palmer Capital not having discovered that any financial, business or other information concerning Invista or the Wider Invista Group which is contained in information publicly announced prior to the date of this announcement or disclosed at any time to any member of the Wider Palmer Capital Group by or on behalf of any member of the Wider Invista Group either publicly or in the context of the Offer contains a material misrepresentation of fact which has not, prior to the date of this announcement, been corrected by public announcement through an RIS or omits to state a fact which would make the information contained therein not misleading and which in any such case is material in the context of the Wider Invista Group taken as a whole. 

The Offer will lapse and the Scheme will not proceed if, prior to the date of the Court Meetings, (i) the Offer, or any matter arising from it, is referred to the UK Competition Commission; or (ii) following a request to the European Commission under Article 22(3) of the EC Merger Regulation in relation to the Offer or any part of it, which request is accepted by the European Commission, the European Commission initiates proceedings under Article 6(1)(c) of the EC Merger Regulation. 

Subject to the requirements of the Panel, Palmer Capital reserves the right to waive in whole or in part, in its discretion, all or any of the conditions contained in paragraph 3. 

If Palmer Capital is required by the Panel to make an offer for any Invista Shares under the provisions of Rule 9 of the Takeover Code, Palmer Capital may make such alterations to the terms and conditions of the Offer as are necessary to comply with the provisions of that Rule. 

Palmer Capital reserves the right, with the consent of the Panel (where necessary), to elect to implement the Offer by way of a takeover offer (as defined in Part 28 of the Companies Act) as an alternative to the Scheme.  Any such Takeover Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Offer including (without limitation and subject to the consent of the Panel) an acceptance condition set at such percentage as Palmer Capital may decide, and in compliance with applicable laws and regulations. 

In accordance with Rule 13.5 of the Takeover Code, Palmer Capital will not invoke any condition so as to cause the Offer not to proceed, to lapse or to be withdrawn, unless the circumstances which give rise to the right to invoke the condition are of material significance to Palmer Capital in the context of the Offer and the Panel consents to such right being invoked. 

The Offer will be governed by and construed in accordance with English law. The English Courts will have exclusive jurisdiction for determining any matter which may arise under or in connection with any such contract.

 

 

 

 

 

 

 

 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

(i)            As at the close of business on 15 June 2012, being the last business day prior to the date of this announcement, Invista had in issue 267,247,750 Ordinary Shares and 50,000 Preferred Ordinary Shares.  The ISIN for the Ordinary Shares is GB00B1CKTY16. 
(ii)           The value placed on the issued and to be issued share capital of Invista (£39,672,517) is based on 267,247,750 Ordinary Shares (of which 364,494 are held in the EBT and 331,563 are held pursuant to the Invista SIP) and 50,000 Preferred Ordinary Shares in issue on 15 June 2012, being the last business day prior to the date of this announcement, and options being exercised prior to the Scheme Record Time in respect of a further 1,743,981 new Ordinary Shares (of which it is intended that 364,494 will be satisfied by using the Ordinary Shares held in the EBT). 
(iii)          The Closing Price of Ordinary Shares on 15 June 2012 is derived from the website of the London Stock Exchange (www.londonstockexchange.com). 
(iv)          Unless otherwise stated, the financial information relating to Invista is extracted or derived from the Annual Report and the Interim Report (without any adjustment). 

 

 

 

APPENDIX III

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise. 

"AIM"                                                       the AIM market of the London Stock Exchange

"Annual Report"                                      the annual report and accounts of Invista for the year ended 31 December 2011

"Board"                                                    the board of directors of Invista

"BOSS LP"                                                Boss Partnership 1 L.P. 

"Business Day"                                        any day which is not a Saturday, Sunday or a bank or public holiday in England

"Canaccord Genuity Hawkpoint"             Canaccord Genuity Hawkpoint Limited

"Capital Reduction"                                 the proposed reduction of the share capital of Invista provided for by the Scheme under section 641 of the Companies Act and described in section 14 of this announcement

"Capital Reduction Court Hearing"          the hearing by the Court to confirm the Capital Reduction

"Closing Price"                                         the last closing middle market quotation of an Ordinary Share, as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange

"Companies Act"                                     the Companies Act 2006 (as amended, modified, consolidated, re-enacted or replaced from time to time)

"Conditions"                                             the conditions of the Offer set out in Appendix I to this announcement and to be set out in the Scheme Document and a "Condition" shall mean any one of them

"Cooperation Letter"                              the cooperation letter entered into between Palmer Capital and Invista on 18 June 2012

"Court"                                                    the High Court of Justice in England and Wales

"Court Meetings"                                     the meetings (or any adjournments thereof) of each class of Scheme Shareholder to be convened pursuant to an order of the Court under section 896 of the Companies Act to consider and, if thought fit, approve the Scheme (with or without modification) (and "Court Meeting" shall mean the relevant one of them, as the context requires)

"Court Orders"                                        the Scheme Court Order and the Reduction Court Order or, where the context requires, any of them;

"CREST"                                                    the relevant system (as defined in the CREST Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the CREST Regulations)

"CREST Regulations"                                the Uncertificated Securities Regulations 2001 (SI 2001 No.  3755) (as amended, modified, consolidated, re-enacted or replaced from time to time)

"Dealing Disclosure"                                has the same meaning as in Rule 8 of the Code

"Disclosed"                                              the information disclosed (i) in the Annual Report, (ii) fairly in writing or in any document contained in the electronic data room established in connection with the Offer as at 4.00 p.m.  on the Business Day prior to the date of this announcement, or (iii) in any public announcement by Invista to an RIS on or before 5.00 p.m.  on the Business Day prior to the date of this announcement (including without limitation, the scheme document dated 1 June 2012 and the documents on display pursuant to that scheme document)

"Display Documents"                               the documents listed in paragraph 20 of this announcement

"EBT"                                                        the Invista Employee Benefit Trust

"Effective Date"                          the date on which the Scheme and Capital Reduction become effective

"Excluded Shares"                                   any Invista Shares of which any member of the Palmer Capital Group is the holder or in which any member of the Palmer Capital Group is beneficially interested

"Fenchurch Advisory Partners"                          Fenchurch Advisory Partners Limited of Tower 42, 25 Old Broad Street, London EC2N 1HQ

"First LP Transfer"                                   the transfer by Palmer Capital of IREIF Investing Partner's limited partnership interest in IREIF LP to TTG 1

"First SPA"                                               the sale and purchase agreement entered into between Palmer Capital and TTG 1 dated 18 June 2012

"Forms of Proxy"                         the forms of proxy to be enclosed with the Scheme Document for use at the Court Meetings and General Meeting

"FSA"                                                       the Financial Services Authority or any successor regulator thereto, including (without limitation) the Financial Conduct Authority and/or the Prudential Regulatory Authority (as the context requires)

"FSMA"                                                     the Financial Services and Markets Act 2000 and any subordinate legislation made under it, or any applicable successor or replacement regulatory regime in the UK (in each case, as amended, modified, consolidated, re-enacted or replaced from time to time)

"Funds"                                                    BOSS LP, IREIF LP and IREOF LP (or any one or more of them, as the context may require)

"General Meeting"                                   the general meeting (or any adjournment thereof) of the Invista Shareholders to be convened in connection with the Scheme and expected to be held as soon as the preceding Court Meetings shall have been concluded or adjourned

"GFSC"                                                      the Guernsey Financial Services Commission or any successor regulator thereto 

 "HBOS I&IG"                                            HBOS Insurance & Investment Group Limited

"holder"                                                   a registered holder and includes any person entitled by transmission

"Interim Report"                                     the interim report and accounts of Invista for the six months ended 30 June 2011

"Internos Offer"                                      the offer for the entire issued and to be issued share capital of Invista by Internos Real Investments Limited which was announced on 23 May 2012 and set out in the scheme document which was published on 1 June 2012

"Invista"                                                  Invista Real Estate Investment Management Holdings plc

"Invista Directors"                                  the directors of Invista as at the date of this announcement  

"Invista Employee Share Schemes"        (a)        the 2008 Long-Term Incentive Plan;

(b)        the 2008 Annual Incentive Plan;

(c)        the 2009 Deferred Matching Plan; and the

(d)        the Invista SIP

"Invista Group"                                        Invista, its subsidiaries and subsidiary undertakings

"Invista Shareholders"                            the holders of Invista Shares from time to time

"Invista Shares"                                      the Ordinary Shares and the Preferred Ordinary Shares

"Invista SIP"                                            the Invista Share Incentive Plan adopted on 26 February 2007 (as amended on 31 October 2007)

"IREIF Investing Partner"                        Invista Real Estate International Fund Investing Partner Limited

"IREIF LP"                                                 Invista Real Estate International Fund L.P. 

"IREIM"                                                    Invista Real Estate Investment Management Limited

"IREOF Investing Partner"                       Invista Real Estate Opportunity Fund Investing Partner Limited

"IREOF LP"                                                Invista Real Estate Opportunity Fund L.P. 

"Joint Venture Agreement"                    the joint venture agreement dated 18 June 2012 entered into between Palmer Capital, TTG 1, TTG 2 and Townsend Group (Europe) Limited

"Listing Rules"                                         the Listing Rules of the UK Listing Authority

"London Stock Exchange"                       London Stock Exchange plc

"Long Stop Date"                                    5 November 2012

"Offer"                                                     the proposed acquisition of the entire issued and to be issued share capital of Invista to be implemented by means of the Scheme (or, if Palmer Capital so elects with the consent of the Panel, a Takeover Offer) on the terms and subject to the Conditions set out in this announcement and to be set out in the Scheme Document (or the Offer Document (as the case may be)) and, where the context admits, any subsequent revision, variation, extension or renewal thereof

"Offer Document"                                    if Palmer Capital elects to implement the Offer by means of a Takeover Offer, the document containing the Takeover Offer to be sent to Invista Shareholders

"Opening Position Disclosure"                 has the same meaning as in Rule 8 of the Code

"Ordinary Shares"                                   the ordinary shares of £0.0001 each in the capital of Invista

"Ordinary Shareholders"                         the holders of Ordinary Shares from time to time

"Panel"                                                     the Panel on Takeovers and Mergers

"Palmer Capital Group"                            Palmer Capital Partners, Palmer Capital Investors, its subsidiaries and subsidiary undertakings (including Palmer Capital) and "Palmer Capital Group Members" shall be construed accordingly

"Palmer Capital Investors"                      Palmer Capital Investors Limited, a company incorporated in England, registered number 04916155 whose registered office is Time & Life Building, One Bruton Street, 6th Floor, Mayfair, London W1J 6TL 

"Palmer Capital Loan Agreement"          the loan agreement entered into between Palmer Capital Investors and Palmer Capital dated 18 June 2012

"Palmer Capital Partners"                       Palmer Capital Partners Limited, a company incorporated in England, registered number 01531949 whose registered office is Time & Life Building, One Bruton Street, 6th Floor, Mayfair, London W1J 6TL 

"Preferred Ordinary Shares"                  the preferred ordinary shares of £1.00 each in the capital of Invista

"Preferred Ordinary Shareholders"        the holders of Preferred Ordinary Shares from time to time

"Reduction Court Order"                         the order of the Court confirming the Capital Reduction under section 641 of the Companies Act

"Registrar"                                              the Registrar of Companies in England and Wales

"Relevant Regulator"                              in respect of Invista or any member of the Wider Invista Group, any regulatory authority with responsibility for supervision and/or authorisation of that entity, including, without limitation, the FSA, the GFSC and any settlement system, stock exchange or listing authority

"Restricted Jurisdiction"                         any jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Invista Shareholders in that jurisdiction (in accordance with Rule 23.2 of the Takeover Code)

"RIS"                                                        any of the Regulatory Information Services listed in Appendix 3 to the Listing Rules

"Scheme"                                                 the proposed scheme of arrangement made under Part 26 of the Companies Act between Invista and the Scheme Shareholders (with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Palmer Capital and Invista), particulars of which will be set out in the Scheme Document

"Scheme Court Order"                             the order of the Court sanctioning the Scheme under Part 26 of the Companies Act

"Scheme Document"                                the document to be sent to Invista Shareholders (other than those in Restricted Jurisdictions) on or around 27 June 2012 which will, among other things, contain details of the Scheme, the terms and conditions of the Offer and notices convening the Court Meetings and the General Meeting

"Scheme Record Time"                            anticipated to be 6.00pm on the Business Day before the Capital Reduction Court Hearing

"Scheme Shareholders"                          the holders of Scheme Shares

"Scheme Shares"                                     the Invista Shares:

(a)        in issue at the date of the Scheme Document; or

(b)        (if any) issued after the date of the Scheme Document and prior to the Voting Record Time; or

(c)        (if any) issued at or after the Voting Record Time and at or prior to the Scheme Record Time either on terms that the original or any subsequent holders thereof shall be bound by the Scheme and/or in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,

in each case, excluding any Excluded Shares

"Second LP Transfer"                              the transfer by Palmer Capital of IREOF Investing Partner's limited partnership interest in the IREOF LP to TTG 2

"Second SPA"                                          the sale and purchase agreement entered into between Palmer Capital and TTG 2 dated 18 June 2012

"Takeover Code" or "Code"                     the City Code on Takeovers and Mergers, as amended from time to time

"Takeover Offer"                                     the implementation of the Offer by means of a takeover offer under the Takeover Code

"TTG 1"                                                     Invista International LP Holdings Ltd, a special purpose vehicle incorporated for the purposes of the arrangements relating to the financing of the Offer, for the avoidance of doubt this company is not part of the Invista Group

"TTG 2"                                                     Invista Opportunity LP Holdings Ltd, a special purpose vehicle incorporated for the purposes of the arrangements relating to the financing of the Offer, for the avoidance of doubt this company is not part of the Invista Group

"TTG Companies"                         TTG 1 and TTG 2

"TTG 1 Loan Agreement"                         the loan agreement entered into between Palmer Capital and TTG 1 dated 18 June 2012

"TTG 2 Loan Agreement"                         the loan agreement entered into between Palmer Capital and TTG 2 dated 18 June 2012

"UK authorised person"              a person falling within section 31(1)(a) of FSMA

"UK Listing Authority"                             the FSA acting in its capacity as the competent authority for listing under Part VI of FSMA

"United Kingdom" or "UK"                        the United Kingdom of Great Britain and Northern Ireland

"US"                                                         the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia

"Voting Record Time"                              the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined

"Wellcome"                                              The Wellcome Trust Limited

"Wider Palmer Capital Group"                 each member of the Palmer Capital Group, their respective subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which any member of the Palmer Capital Group and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent

"Wider Invista Group"                             Invista, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Invista and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent

"Working Days"                                       has the meaning given to such term in section 191G of FSMA

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act. 

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom. 

All the times referred to in this announcement are London times unless otherwise stated.  References to the singular include the plural and vice versa.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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