Offer declared unconditional
July 06 2009 - 11:12AM
UK Regulatory
TIDMFCPX
RNS Number : 2076V
F&C Commercial Property Trust Ltd
06 July 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
For immediate release
6 July 2009
RECOMMENDED SHARE FOR SHARE EXCHANGE OFFER
by
NEW FCPT LIMITED
to acquire the entire issued share capital of
F&C COMMERCIAL PROPERTY TRUST LIMITED
Offer declared unconditional
On 5 June 2009, the board of directors of F&C Commercial Property Trust Limited
("FCPT") announced proposals (the "Proposals") to establish New FCPT Limited
("New FCPT") as the new holding company of FCPT, to be implemented by way of a
recommended share for share exchange offer (the "Offer"). A document setting
out the background to and the full terms of the Offer (the "Offer Document") was
published on 5 June 2009 and posted to FCPT Shareholders shortly thereafter
together with a prospectus relating to New FCPT (the "Prospectus"). The Offer
was conditional upon, inter alia, valid acceptances of the Offer being received
(and not, where permitted, withdrawn) in respect of not less than 90 per cent.
in value of the issued FCPT Shares.
Offer declared unconditional
The board of directors of New FCPT announces that as at 1.00 p.m. (London time)
on 3 July 2009 (being the second closing date of the Offer), valid acceptances
of the Offer had been received in respect of a total of 639,215,273 FCPT Shares,
representing approximately 93.9 per cent. of the existing issued share capital
of FCPT (excluding treasury shares).
Save as disclosed above, as at 1.00 p.m. (London time) on 3 July 2009, New FCPT
did not have any other interests in any relevant securities of FCPT.
The board of directors of New FCPT announces that all of the conditions of the
Offer, as set out in the Offer Document, other than the admission ("Admission")
to listing and trading of the New FCPT Shares, have now been satisfied and that,
accordingly, the Offer has become unconditional in all respects subject only to
Admission.
It is expected that Admission of 639,215,273 New FCPT Shares to listing on the
UK Listing Authority's Official List and to trading on the main market of the
London Stock Exchange will take place at 8.00 a.m. on 7 July 2009 and that the
new shares will be issued simultaneous with Admission.
Settlement of the consideration to which any FCPT Shareholder is entitled under
the Offer in respect of valid acceptances received on or before 1.00 p.m.
(London time) on 3 July 2009 will be effected by the crediting of relevant CREST
accounts (in the case of uncertificated holders) at or before 8.00 a.m. on 7
July 2009 or by the issue of share certificates (in the case of certificated
holders) in the week commencing 13 July 2009.
The New FCPT Shares to be issued in connection with the Offer will be issued
credited as fully paid and will rank pari passu with the existing issued
ordinary share of New FCPT.
Suspension and cancellation of listing
Immediately after the first share for share exchange which it is expected will
take place at 8.00 a.m. on 7 July 2009, New FCPT will hold over 90 per cent. of
the issued shares in FCPT. Accordingly, as set out in the Prospectus and Offer
Document, FCPT has requested the suspension and cancellation of the listings of
the FCPT Shares on the Official Lists of the UK Listing Authority and the
Channel Islands Stock Exchange and the trading in the FCPT Shares on the London
Stock Exchange and the Channel Islands Stock Exchange. It is expected that the
suspension will become effective at 7.30 a.m. on 7 July 2009 and the
cancellation will become effective at 8.00 a.m. on 4 August 2009.
Notwithstanding the suspension of the listing, transfers of FCPT Shares will
continue to be registered.
Shareholders who have not already accepted the Offer and who do not wish to hold
an investment in FCPT Shares with a suspended or cancelled listing should accept
the Offer as soon as possible as set out in more detail below.
Extension of the Offer
The Offer, which remains subject to the terms and conditions set out in the
Offer Document, is being extended and will remain open for acceptance until
further notice.
FCPT Shareholders who have not yet accepted the Offer are urged to do so as soon
as possible.
For FCPT Shares held in certificated form, to accept the Offer, Forms of
Acceptance should be completed, signed and returned in accordance with the
instructions set out in paragraphs 10(a) and 10(b) of the letter from New FCPT
in Part II of the Offer Document and on the Form of Acceptance, so as to be
received as soon as possible.
For FCPT Shares held in uncertificated form (that is, held in CREST) an
Electronic Acceptance should be made in accordance with the instructions set out
in paragraphs 10(c) to 10(e) of the letter from New FCPT in Part II of the Offer
Document as soon as possible.
FCPT Shareholders who require assistance in accepting the Offer (or who require
a replacement Form of Acceptance or a further copy of the Offer Document or the
Prospectus) should telephone Computershare Investor Services PLC (the receiving
agent for the Offer) on 0870 707 1801 or, if calling from outside the UK, on +44
870 707 1801. Computershare Investor Services PLC cannot provide advice on the
Proposals or the merits of the Offer or give any financial, legal or tax advice.
FCPT Shareholders who are in any doubt as to what action to take are recommended
to seek their own personal financial advice immediately from their stockbroker,
bank manager, solicitor, accountant or other independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 if they are
resident in the United Kingdom or, if not, from another appropriately authorised
independent financial adviser.
Settlement of the consideration to which any FCPT Shareholder is entitled under
the Offer in respect of valid acceptances received after 1.00 p.m. (London time)
on 3 July 2009, and whilst the Offer remains open for acceptance, will be
effected within 14 days of receipt of such acceptances. By accepting the Offer,
those FCPT Shareholders who have yet to do so will receive their consideration
more quickly than will otherwise be the case under the statutory compulsory
acquisition procedure under which settlement of the consideration is not
expected to occur prior to November 2009. FCPT Shareholders who have not yet
accepted the Offer are therefore urged to do so without delay.
General
The City Code on Takeovers and Mergers (the "Takeover Code") does not apply to
the Offer. The Takeover Panel has granted a waiver of the application of the
Takeover Code to the Offer on the basis that the Proposals are being implemented
by way of a "mirror" offer.
Capitalised terms used but not defined in this announcement shall have the
meanings given to them in the Offer Document.
Enquiries:
Douglas Armstrong, Dickson Minto W.S.
Tel: +44(0) 20 7628 4455
Graeme Caton/Graham Reaves/Nigel Russell, G&N Collective Funds Services
Limited
Tel: +44(0) 131 226 4411
Richard Kirby, F&C REIT Asset Management
Tel: +44(0)20 7499 2244
Mike Woodward, F&C Investment Business Limited
Tel: +44(0) 131 718 1097
The Company Secretary, Northern Trust International Fund Administration Services
(Guernsey) Limited
Tel: +44(0) 1481 745 001
This announcement does not constitute a prospectus or an equivalent document and
it is not intended to and does not constitute, or form any part of, an offer or
invitation to sell or purchase or subscribe for any securities or a solicitation
of an offer to buy or subscribe for any securities or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The
Offer is being made by means of the Offer Document and, in respect of
certificated FCPT Shares, the Form of Acceptance which contain the full terms
and conditions of the Offer. Any response to the Offer Document should be made
only on the basis of information contained in the Offer Document. FCPT
Shareholders are advised to read the formal documentation in relation to the
Offer carefully.
The directors of New FCPT accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the directors of
New FCPT (who have taken all reasonable care to ensure that such is the case),
the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is the sponsor and solicitor to FCPT and to
New FCPT. Dickson Minto W.S. is acting exclusively for FCPT and New FCPT and
for no-one else in relation to the Offer and the listing of the New FCPT Shares
and will not be responsible to any other person for providing the protections
afforded to clients of Dickson Minto W.S., nor for advising any other person in
relation to the Offer, the listing of the New FCPT Shares or any other matter
referred to in this announcement or in the Offer Document or in the Prospectus.
Overseas Shareholders
The laws of the relevant jurisdiction may affect the availability of the Offer
to persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom, or who are subject to the laws of any
jurisdiction other than the United Kingdom, should inform themselves about, and
observe, any applicable requirements.
The Offer is not being made, directly or indirectly, in or into, or by the use
of the mails of, or by any means or instrumentality (including, without
limitation, facsimile transmission, telex and telephone) of interstate or
foreign commerce of, or of any facility of a national securities exchange of,
the United States, Canada, Australia, Japan or any other Restricted Jurisdiction
and, subject to certain exemptions, the Offer cannot be accepted by any such
use, means, instrumentality or facility or from within the United States,
Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly,
neither this announcement nor the Offer Document nor the Prospectus nor the Form
of Acceptance is being, and must not be, directly or indirectly, mailed or
otherwise forwarded, transmitted, distributed or sent in, into or from the
United States, Canada, Australia, Japan or any other Restricted Jurisdiction.
Doing so may render invalid any purported acceptance of the Offer. All FCPT
Shareholders or other persons (including nominees, trustees or custodians) who
would or otherwise intend to, or may have a contractual or legal obligation to,
forward this announcement or the Offer Document or the Prospectus or the Form of
Acceptance to any jurisdiction outside the United Kingdom should refrain from
doing so and seek appropriate professional advice before taking any action.
Further details in relation to overseas shareholders are contained in the Offer
Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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