New Manager and Merger Talks
Invista Foundation Property Trust
Selection of new Investment Manager and Merger talks
This is an announcement falling under Rule 2.4 of the City Code on Takeovers and Mergers ("the Code") and does not constitute an announcement of a firm intention to make an offer or to pursue any other transaction under Rule 2.5 of the Code. Accordingly, shareholders are advised that there can be no certainty that any offer will be made even if the pre-conditions are satisfied or waived nor as to the terms on which any offer might be made. For the purposes of Note 7 to Rule 2.4 of the Code, this announcement has been made with the consent of the potential offeror.
In March, the Board of Invista Foundation Property Trust (the Company) announced that it had given notice to Invista Real Estate Investment Management Limited (IREIM) of the termination of its investment management agreement.
Following that announcement, the Board has conducted an extensive review of the options open to the Company, culminating in a competitive process in which a number of parties were invited to make proposals to the Board. The Board then invited a selected number of parties to make presentations in person.
The Board entered yesterday into a Heads of Agreement under which it will, subject to finalising the necessary documentation and the receipt of any necessary approvals, appoint Schroder Property Investment Management Limited (Schroders) to manage the Company's portfolio, with effect from the beginning of October 2011, in order to allow an orderly transition from IREIM.
The appointment of Schroders was originally intended to have been announced with the full year results on 11 July 2011; however, this was not possible because the Company had received an approach from Picton Property Income Limited with a view to a merger (the "Merger"). Those Merger discussions are still continuing and a non-binding indicative offer was received by the Board on 29 July 2011 which is subject to due diligence and other conditions.
In the interim period between now and October IREIM will be working with Schroders and the Board to plan a smooth transition. The Company is also in negotiations with IREIM in relation to the termination fee payable in respect of the unexpired notice period to March 2012.
Under the Heads of Agreement reached with Schroders, it is proposed that Schroders will be paid a management fee of 1.1% per annum of the Company's Net Asset Value, and will provide both management and accounting services under the terms of the contract. The contract will not be subject to a notice period or termination fee in the event the Merger proceeds. If the Merger does not proceed the contract with Schroders will be subject to a notice period of 9 months, except in certain circumstances such as in the event of a change of control of the Company, in which case the notice period will be 12 months. The new fee basis will result in annual cost savings for the Company of approximately £1.8 million.
It is also proposed under the Heads of Agreement that Schroders intends to recruit certain senior executives from IREIM, who have been directly involved with the management of the Company's portfolio in the past and who are therefore familiar with the key asset management initiatives which are under way.
Both the appointment of Schroders and, if the Merger proceeds, the appointment of a new manager in connection with the Merger will require consent from the Company's lenders. It is proposed that such consent in relation to the appointment of Schroders will be sought in the next few weeks.
A further announcement with regard to the Merger will be made when appropriate.
- ends -
For further information please contact:
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Numis Securities Limited Heraclis Economides David Benda Hugh Jonathan
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Tel: 020 7260 1000 |
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Financial Dynamics Stephanie Highett Richard Sunderland Olivia Goodall
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Tel: 020 7269 7160 |
Numis Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting for Invista Foundation Property Trust Limited and for no-one else in connection with the contents of this document and will not be responsible to anyone other than Invista Foundation Property Trust Limited for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the contents of this document or any matters referred to herein.
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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the Company's website at http://www.ifpt.co.uk.
In accordance with Rule 2.10 of the Code, the Company announces that it has 355,921,281ordinary shares in issue. The International Securities Identification Number for the Company's ordinary shares is GB00B01HM147.
This information is provided by RNS
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