Re. Placing and Offer
Insight Foundation Property Tst Ltd
08 July 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN.
8 July 2005
Insight Foundation Property Trust Ltd
Placing and Offer for Subscription for up to 100 million C Shares at 100p
Further to the announcement made on 9 June 2005, the Board has today published a
Prospectus and Circular announcing proposals to raise up to £100 million by
means of a placing and offer for subscription of C Shares. Terms used in this
announcement shall have the same meaning as defined in the Prospectus and
Circular.
Background
Over the period from the Company's launch in July 2004, the net asset total
return of the Company's Ordinary Shares has been almost 11 per cent. (measured
from 16 July 2004 to 31 March 2005). In addition, the Ordinary Shares have
traded consistently at a premium to Net Asset Value during this period.
After due consideration of the Company's strategy, the Board has concluded that
it is now an appropriate time to seek to raise additional capital for the
Company in order to expand and diversify the Company's asset base.
The proceeds of the Issue will be used to acquire properties designed to
re-weight the Company's investment portfolio towards areas of the property
market which the Investment Manager believes will improve the anticipated
returns for Shareholders. As announced on 8 June 2005, the company exchanged
unconditional contracts to acquire Minerva House at a price of approximately
£42.13 million. It also has a number of other properties under active
consideration. These properties comprise Central London buildings where the
Investment Manager believes that there are continued attractive market
opportunities. In the event that, for whatever reason, the Issue does not
proceed, the acquisition of Minerva House will nevertheless be completed by the
Company utilising its existing cash resources and additional committed external
borrowings.
Rationale for the Issue
The primary rationale for the fundraising is to grow the Company and to improve
anticipated long term returns for Shareholders.
• The current portfolio has performed well. The Investment Manager
wishes both to retain the large majority of the current portfolio and expand the
portion of it that is allocated to Central London and South East of England
office markets.
• The Investment Manager believes that increasing the exposure of the
Company's investment portfolio towards Central London and South East of England
office markets will improve anticipated returns with rental growth and potential
net asset value growth for Shareholders.
• Broadening the spread of assets and tenants will further add diversity
to the portfolio.
• The enlargement of the Company's investment portfolio will also be
partially financed through the additional tranche of the securitisation facility
at an attractive rate of borrowing.
• It is expected that the acquisition of these properties will initially
have a neutral impact on earnings but subsequently lead to further growth.
• By Ordinary Shareholders sharing the acquisition costs of these
properties with the C Share pool, both Ordinary Shareholders and C Shareholders
will benefit from economies of scale.
• The C Shares will convert into Ordinary Shares once the C Share pool
is at least 50 per cent. invested. The C Shares will be issued at 100 pence per
C Share and will convert on a net asset value to net asset value basis. The
see-through yield to new C Shareholders is estimated to be 6.3 per cent. post
Issue. This is not a profit forecast.
• Enlarging the Company will mean the fixed costs of operating the
business are spread across a greater number of assets.
• Broadening the spread of investors within the Company should add
further diversification to the shareholder list and create a larger free float.
• The Issue will be structured so as to avoid dilution for existing
Ordinary Shareholders and existing Ordinary Shareholders will not be
disadvantaged by the costs of the fundraising.
Rights attaching to the C Shares
The C Shares will form a separate class of shares within the share capital of
the Company and application has been made for the C Shares to be admitted to the
Official Lists and to trading on the London Stock Exchange and Channel Islands
Stock Exchange.
Once the proceeds of the Issue have been at least 50 per cent. invested the C
Shares will convert into Ordinary Shares on the basis of a Conversion Ratio,
which will reflect the proportion which the Company's net assets attributable to
each C Share bear to the net assets attributable to each existing Ordinary Share
at the Calculation Time.
The net proceeds of the Issue will be accounted for as a separate pool until
they have been at least 50 per cent. invested in accordance with the Company's
investment policy (or, if earlier, until 6 months after Admission at which point
the C Shares will convert into Ordinary Shares on the basis referred to above).
Pending investment in accordance with the Company's investment policy, the net
proceeds of the Issue will be held in cash, cash-equivalents, gilts or other
short term money market instruments. Fractions of Ordinary Shares arising on
Conversion will not be allocated to holders of C Shares but will be aggregated
and sold for the benefit of the Company.
The C Shares will not carry any rights to dividends. Nor will they carry voting
rights, but the consent of C Shareholders as a class will be required in
connection with certain matters specified in the Articles. C Shareholders will
be entitled to participate in a winding-up of the Company or on a return of
capital as specified in the amended Articles.
The Issue is designed to overcome the potential disadvantages for both existing
and new investors which would arise out of a conventional fixed price issue of
further shares for cash. In particular:
• the assets from time to time representing the proceeds of the Issue
will be accounted for as a distinct pool of assets until the Calculation Time
(as defined in the amended Articles), by which time it is expected they will
have been at least 50 per cent. invested in accordance with the Company's
investment policy. As a result, existing Ordinary Shareholders will not be
exposed to a portfolio containing substantial uninvested cash;
• the Net Asset Value of the existing Ordinary Shares will not be
diluted by the expenses associated with the Issue, which will be borne by the
assets attributable to the C Shares; and
• the basis upon which the C Shares will convert into Ordinary Shares is
such that the number of Ordinary Shares to which C Shareholders will become
entitled will reflect the value of the pool of additional capital raised by the
Issue as compared to the value of the remainder of the Company's assets. As a
result, neither the Net Asset Value attributable to the existing Ordinary Shares
nor the Net Asset Value attributable to the C Shares will be adversely affected
by Conversion.
Clerical Medical Investment Group Limited, which holds 42.31 per cent. of the
issued Ordinary Shares of the Company, has informed the Board that it does not
intend to acquire any C Shares under the Placing and Offer.
Irrevocable Undertaking
An irrevocable undertaking to vote in favour of the Resolution to be proposed at
an EGM of the Company convened for 10.30 a.m. on 26 July 2005, has been provided
by Clerical Medical Investment Group Limited, representing 42.31 per cent. of
the issued Ordinary Shares in the Company.
Example of Conversion
The following example is provided for the purpose of illustrating the basis on
which the number of new Ordinary Shares arising on Conversion will be
calculated. The example is not, and is not intended to be, a profit forecast or
a forecast of the number of Ordinary Shares which will arise on Conversion.
The costs of the Issue payable by the C Shareholders are expected to be
approximately £1.7 million (including VAT). These costs will be deducted from
the assets of the C Shares when calculating the Conversion Ratio. The
Acquisition Costs will be shared among C Shareholders and Ordinary Shareholders
on a pro-rata basis according to net asset value of each class at the time of
conversion.
By way of illustration only, had the Proposals become effective on 6 July 2005,
based on the Company's estimated net asset value per Ordinary Share of 106.3
pence* as at 30 June 2005 and the methodology set out in the Prospectus, the net
asset value of a C Share and an Ordinary Share for the purposes of Conversion
would have been 97.8 pence and 104.2 pence respectively. A holder of 1,000 C
Shares would therefore have received 938 Ordinary Shares. This calculation is
illustrated below:
Example
Value of assets attributable to each C Share 100p
Less: Issue costs per C Share (1.7p)
Less: Share of Acquisition Costs and other attributable liabilities per C Share (0.5p)
Net assets attributable to a C Share for Conversion Ratio 97.8p
Estimated Net Asset Value of investments attributable to an existing Ordinary Share* 106.3p
Less: quarterly dividend per Ordinary Share** (1.6875p)
Less: other adjustments including share of Acquisition Costs and other attributable (0.4)p
liabilities per Ordinary Share
Net assets attributable to an Ordinary Share for Conversion Ratio 104.2p
Conversion Ratio 0.938
Number of Ordinary Shares for a holder of 1,000 C Shares arising on Conversion 938
Estimated see through yield of C Shares based on issue price of C Shares*** 6.3%
* This NAV is an estimate for the purposes of illustration in the Prospectus. This NAV
values the swap breakage costs on a mark to market basis at £6.7 million. The Company
expects to confirm the 30 June 2005 NAV during the week ending 22 July 2005.
** Assuming a declared but unpaid dividend of 1.6875 pence per share.
*** This is not a profit forecast.
On the assumption that all of the C Shares are fully subscribed under the
Placing and Offer and on the basis of the Assumptions set out in the Prospectus,
it is expected that on conversion of the C Shares, the new Ordinary Shares
issued on conversion will represent 27 per cent. of the Ordinary Shares
following Conversion.
It is estimated that the rental value and capital value of the New Property
Portfolio will need to increase by an average rate of approximately 1 per cent.
per annum (on the basis of the Assumptions set out in the Prospectus) for the
Net Asset Value of an Ordinary Share at 15 July 2014 to equal the share price of
an Ordinary Share of 115.25 pence as at 6 July 2005.
Expected Timetable
Offer for Subscription opens 8 July 2005
Latest time and date for applications under the Offer* 11.00 a.m. on 21 July 2005
Latest time and date for receipt of Forms of Proxy for the 10.30 a.m. on 24 July 2005
Extraordinary General Meeting of the Company
Latest time and date for commitments under the Placing* 11.00 a.m. on 25 July 2005
Annual General Meeting of the Company 10.00 a.m. on 26 July 2005
Extraordinary General Meeting of the Company 10.30 a.m. on 26 July 2005
Admission of the C Shares to the Official List 27 July 2005
Dealings in C Shares commence 8.00 a.m. on 27 July 2005
Crediting of CREST stock accounts in respect of the C Shares 8.00 a.m. on 27 July 2005
Share certificates in respect of the C Shares despatched Week commencing 8 August 2005
* The Directors may, with the prior approval of the Sponsor, bring forward such
date and thereby shorten the offer period, to a date no earlier than 14 July
2005. In the event that the offer period is shortened, the Company will notify
investors of such change through the publication of a notice through a
regulatory information service provider to the London Stock Exchange and the
Channel Islands Stock Exchange.
Enquiries
Duncan Owen 020 7321 1677
Insight Investment Management
Richard Cotton / Angus Gordon Lennox 020 7588 2828
JPMorgan Cazenove Limited
Stephanie Highett / Dido Laurimore 020 7831 3113
Financial Dynamics
This announcement is not for distribution directly or indirectly in or into the
United States, Canada, Australia or Japan. This announcement does not constitute
an offer to sell or issue or the solicitation of an offer to buy or acquire C
shares in the capital of Insight Foundation Property Trust in the United States,
Canada, Australia or Japan or any jurisdiction in which such an offer or
solicitation is unlawful. The C shares in Insight Foundation Property Trust
referred to in this announcement have not been and will not be registered under
the Securities Act and may not be offered or sold within the United States
absent registration or an exemption from registration. No public offering of
securities will be made in the United States, Canada, Australia, or Japan.
This announcement has been communicated by JPMorgan Cazenove Limited which is
authorised and regulated in the United Kingdom by the Financial Services
Authority and does not constitute an offer to sell or a solicitation of an offer
to purchase any securities. The price of shares and the income from them may go
down as well as up and investors may not get back the full amount invested on
disposal of the shares. Investments in property are relatively illiquid and
more difficult to realise than equities or bonds. Yields may vary, and are not
guaranteed. There is no guarantee that the market price of shares in the fund
will fully reflect their underlying NAV.
This information is provided by RNS
The company news service from the London Stock Exchange
Latest directors dealings
- 8 hours ago Luceco
- 8 hours ago Helios Towers
- 8 hours ago Wise Class A
- 9 hours ago EDX Medical Group Plc
- 9 hours ago Naked Wines