Creation of New Share Class
TR Property Investment Trust PLC
24 April 2007
TR PROPERTY INVESTMENT TRUST PLC
This announcement and the information contained herein is not for publication,
distribution or release in, or into, directly or indirectly, the United States,
Canada, Australia or Japan.
BOARD TO INVESTIGATE THE CREATION OF A NEW SHARE CLASS FOR SMALLER PROPERTY
COMPANIES
The Board of TR Property Investment Trust plc announces that it is considering
proposals, which, if approved by shareholders and implemented, would result in
the creation of a New Class of shares by the Trust, concentrated on investment
in smaller quoted property companies throughout Europe. The proposals envisage
that Shareholders will be offered an opportunity to switch a portion of their
holdings into the New Class. In addition the Trust will seek to place shares in
the New Class. In considering the idea the Board will prioritise the desire to
minimise the impact of the proposals on existing shareholders who take no
action.
The Trust has been an active investor in the equity of smaller property
companies over the last two decades. However, thanks to performance, the size of
the Trust has grown to a point where individual investments in smaller property
companies have little influence on the overall performance of the portfolio. The
Board believes that there is an opportunity to exploit the expertise of the
management team to invest further in this area, and that this opportunity may
best be realised by the creation of a new share class.
The current intention is that the new share class would be listed and traded
separately on the London Stock Exchange and each share class would have rights
over a discrete portfolio of investments. The New Class portfolio would be
invested in, and provide exposure to, Pan-European property companies with a
market capitalisation below £1 billion.
It is presently envisaged that holders of existing ordinary shares in the Trust
would be given an opportunity to convert about 20% (ie.1 share for every 5
shares) of their holding into the New Class. This would be a right and not an
obligation and shareholders taking no action would retain their existing
ordinary shares. It is also envisaged that shares in the New Class not applied
for would be made available, subject to scaling back, to any holder who wishes
to take more than their formal allocation. Shares converting into the New Class
will bear a conversion charge currently estimated at approximately 1.75% of net
asset value of the New Class to cover the costs of the creation. The intention
will be that Shareholders who convert will effectively acquire holdings in the
new share class at the Trust's discount to net asset value prevailing at the
date of conversion, less the conversion charge. The Board will be seeking
confirmation that such conversion would not be treated as a disposal for UK
capital gains tax purposes.
In addition to conversion, it is envisaged that a certain number of shares in
the New Class will be made available to be placed in the market to outside
investors at an issue price equivalent to net asset value plus the Conversion
Charge. The total shareholders' funds of the proposed New Class will be limited
to a maximum figure, likely to be £250 million.
As already noted, the Board will seek to minimise the impact of the proposals on
existing shareholders who take no action. Those shareholders will retain
materially the same exposure to the Trust's current portfolio (which includes,
and will continue to include, an exposure of about 25% to smaller companies)
with no change to the management fee structure, dividend policy, Board
composition and fund management arrangements.
The Board now intends to investigate more fully all the regulatory, legal,
taxation and accounting implications of creating such a share class. It is
expected that these investigations will be completed by June 2007, at which
point the Board will report further to shareholders.
This announcement and the information contained herein is not for publication,
distribution or release in, or into, directly or indirectly, the United States,
Canada, Australia or Japan and does not constitute, or form part of, an offer of
the securities for sale in or into the United States, Canada, Australia or
Japan.
The securities have not been registered under the U.S. Securities Act of 1933,
as amended (the 'Securities Act') and may not be offered or sold in the United
States absent registration or an exemption from the registration requirements of
the Securities Act. The Company does not intend to register any portion of
securities in the United States or to conduct a public offering of the
securities in the United States. The Company will not be registered under the
U.S. Investment Company Act of 1940, as amended, and investors will not be
entitled to the benefits of that Act.
This announcement does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the securities referred to herein
in any jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration, exemption from registration or qualification under the
securities law of any such jurisdiction.
Enquires
Chris Turner
Fund Manager
020.7360.1332
Chris Lunn
Cenkos Securities plc
020.7397.1912
Winterflood Securities
David Benda
020.7621.5562
Gareth David
College Hill
020.7457.2020
This information is provided by RNS
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