RNS Number:1318G
Westbury Property Fund Limited
13 July 2006
Not for release, publication or distribution in whole or in part, in or into the
United States of America, Canada, Australia, the Republic of South Africa, Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction
The Westbury Property Fund Limited ("Westbury" or the "Company")
Proposed Placing and Open Offer
HIGHLIGHTS
* The Westbury Property Fund Limited announces proposals to raise
#60.0 million (approximately #57.6 million after expenses) via a
placing and open offer of 42,857,143 new Ordinary Shares at 140p per share
* The Company intends to broaden its investment policy and reposition itself
as a commercial property and ports business
* The funds raised will be invested in:
- the Company's port operations at Weston Point in Runcorn, Cheshire; and
- further commercial property assets for the Company's Balanced and
Venture Portfolios
A prospectus setting out further details of the Proposals and convening an EGM
is being posted to shareholders today.
Rodney Baker-Bates, Chairman of the Westbury Property Fund Limited, commented:
"This is a substantial fundraising for Westbury and we are grateful to our
existing and new shareholders for their support. By broadening our investment
ambit we will allow ourselves to invest in some exciting property-backed
opportunities and we aim to continue to outperform as the commercial property
market evolves."
Richard Burrell, Chief Executive of Berrington, commented:
"Westbury has a very strong track record to date. We have a strong pipeline and
this fundraising will enable us to continue to take advantage of attractive
opportunities in the commercial property market. We are very excited about the
prospects at Weston Point where we intend to combine our development skills with
local operational expertise to create a valuable inter-modal port facility."
Enquiries
Richard Burrell Berrington Fund Management 020 7659 6271
Shirley Hatherton Lansons Communications 020 7294 3615 shirleyh@lansons.com
07711 142 147
Sarah Campbell Lansons Communications 020 7566 9703 sarahc@lansons.com
Cenkos Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for The Westbury Property Fund Limited and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than The Westbury Property Fund Limited for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the matters referred to in this announcement.
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, which is authorised and regulated by the Financial
Services Authority, is acting for The Westbury Property Fund Limited and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than The Westbury Property Fund Limited for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Any purchase of or
application for shares in the Placing and the Open Offer should only be made on
the basis of information contained in the formal prospectus to be issued in
connection with the Placing and the Open Offer and any supplement thereto.
The information contained herein is not for publication or distribution in or
into the United States of America. These materials are not an offer of
securities for sale in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of 1933
(the "Act"), as amended, and may not be offered or sold in the United States
absent registration under the Act or an available exemption from registration.
No public offering of the securities referred to herein will be made in the
United States.
The information contained in this announcement is not for publication or
distribution to persons in Australia, Canada, Japan or the Republic of South
Africa. The shares referred to herein may not, directly or indirectly, be
offered, sold, taken up or delivered in, into or from Australia, Canada, Japan
or the Republic of South Africa.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities Limited nor BDO Stoy Hayward Corporate Finance undertakes any
obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. You should not place
undue reliance on forward looking statements, which speak only as of the date of
this announcement.
Not for release, publication or distribution in whole or in part, in or into the
United States of America, Canada, Australia, the Republic of South Africa, Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction
The Westbury Property Fund Limited ("Westbury" or the "Company")
Proposed Placing and Open Offer
1 Introduction
The Company today announces a placing and open offer of 42,857,143 new Ordinary
Shares at 140 pence per share to raise #60.0 million before expenses
(approximately #57.6 million net of expenses). The proceeds of the Placing and
the Open Offer will provide additional capital for the Company to continue its
programme of investment in the commercial property market in the United Kingdom.
In particular, the Directors intend to use part of the proceeds to acquire the
interests that Westbury does not already own in Weston Point Docks in Runcorn,
Cheshire and also to develop the port facility and significantly expand
operations from the site.
Accordingly, in addition to the Placing and Open Offer the Company proposes,
subject to Shareholder approval, to reposition itself as a commercial property
and ports business. It is also the Board's intention that the Company's bank
loan facility, the terms of which are subject to continual review, is increased
in proportion to the proceeds of the Placing and Open Offer.
Finally, in order to bring its articles of association up to date, the Company
proposes to adopt new articles to remove references to the Capital Shares which
are no longer in issue and to increase the maximum aggregate amount payable to
Directors by way of fees to #250,000 per annum.
2 Background to and reasons for the Placing and Open Offer
The Company was established as a closed-ended investment company, incorporated
in Guernsey in January 2002. In April 2002, #30.7 million (before expenses) was
raised and in July 2002 the Company also arranged loan facilities with Bradford
& Bingley for up to #46 million. Since that time a total of #27 million has been
raised in subsequent equity issues and banking facilities have been increased to
#115 million. At the current time the Company is substantially fully invested.
Since launch, the Board considers the Company to have produced a strong
performance with the net asset value of the Ordinary Shares having increased by
114.9 per cent. from 71.7 pence per Ordinary Share to 154.1 pence per Ordinary
Share as at 30 June 2006.
The Placing and Open Offer is expected to raise approximately #57.6 million net
of expenses. The Board and the Investment Manager believe that there are
opportunities for potentially profitable investment of these proceeds, along
with funds raised from the drawdown of debt facilities, in targeted segments of
the commercial property market. One such example is Weston Point where the Board
and the Investment Manager consider the potential exists to create a profitable
asset-backed operating business.
3 Information on the Placing and Open Offer
Use of proceeds
The proceeds will principally be used for further investment in the United
Kingdom commercial property market, in particular the development of the port
facility and operations at Weston Point. Of the net proceeds of approximately
#58 million, approximately #20 million will fund the development of the
Company's operations at Weston Point and the remaining #38 million will provide
funds for the acquisition of further assets for both the Company's Balanced and
Venture Portfolios. The Company has agreed to purchase the Westlink Third Party
Interests (conditional on shareholder approval of the Resolutions) in
consideration for the issue of 721,428 Ordinary Shares. The Westlink Vendors
have agreed that such consideration shares will be locked in until 8 August
2011.
The investment of the remaining proceeds will not be limited by geographical
location or sector albeit that, at least initially, investments in Greater
London and the South East, where future prospects appear positive, will be
pursued. Opportunities that would enhance the portfolio yield or extend the
portfolio's average unexpired lease term are also likely to be targeted.
Notwithstanding this, a flexible approach will be adopted to investing in all
types of commercial property throughout the United Kingdom with the aim of
enhancing value for Shareholders.
The acquisition of certain properties that are adjacent to existing investments
held by the Company will be targeted if the combined value is expected to be
enhanced as a result. Three such acquisitions are currently being investigated.
The Investment Manager, together with the Investment Advisers, are introduced to
a regular flow of investment opportunities and the Directors are currently
reviewing a number of potential acquisitions. In the absence of unforeseen
circumstances, the Directors believe that it is reasonable to expect the
proceeds of the Placing and Open Offer to be fully invested by the end of 2007.
Pending investment of the proceeds, the monies raised will be held on deposit at
Bradford & Bingley.
Principal terms
Although, as a Guernsey-incorporated Company whose articles do not contain
pre-emption rights, Westbury is not obliged to offer new Ordinary Shares in
proportion to existing shareholdings, the Board considers that existing
Shareholders should be given an opportunity to participate in the share issue.
The Board also considers that the Company would benefit from the introduction of
a small number of additional institutional investors. In view of the size of the
new share issue in relation to the current market capitalisation of the Company,
the Board believes that these objectives can be met by making a proportion of
the New Ordinary Shares available to Shareholders under the Open Offer and
arranging for the remainder to be placed with institutional investors.
Therefore, of the #60.0 million the Company intends to raise, it is proposed
that #19.9 million is raised by means of the Open Offer (in conjunction with the
Clawback Placing) and the remaining #40.1 million via the Firm Placing.
Accordingly, Cenkos has agreed, as agent for the Company, to invite Qualifying
Shareholders to apply for the Open Offer Shares up to their Open Offer
Entitlement at the Issue Price payable in full in cash on application and free
of all expenses on the basis of
1 Open Offer Share for every 4 Ordinary Shares
held at the Record Date. Qualifying Shareholders may also make an application
for additional Open Offer Shares in excess of their Open Offer Entitlement.
Excess applications will only be satisfied in full provided that the aggregate
of all applications does not exceed the number of Open Offer Shares. If the
total number of shares applied for does exceed the number of Open Offer Shares,
excess applications (but not Open Offer Entitlements) will be scaled back in
proportion to a Qualifying Shareholder's Open Offer Entitlement.
Entitlements to Open Offer Shares will be rounded down to the nearest whole
number of Open Offer Shares. Fractional entitlements to Open Offer Shares will
be aggregated and made available for excess applications and, failing such
applications, placed for the benefit of the Company.
The Open Offer is not underwritten but Cenkos has conditionally pre-placed all
of the Open Offer Shares with institutional investors on behalf of the Company
at the Issue Price, subject to clawback by Qualifying Shareholders in order to
satisfy valid applications under the Open Offer.
Cenkos has also conditionally placed the Firm Placing Shares with institutional
shareholders on behalf of the Company at the Issue Price. The Firm Placing
Shares are not available for clawback by Shareholders.
The Placing and Open Offer is conditional, inter alia, upon:
* the Placing Agreement having become unconditional in
all respects and not having been terminated prior to Admission; and
* Admission of the New Ordinary Shares becoming
effective by 8 August 2006 or such later date (not being later than 15 August
2006) as the Company and Cenkos may in their discretion determine.
If the Placing Agreement does not become unconditional in all respects, then no
New Ordinary Shares will be issued under the Placing and Open Offer and all
monies received by the Receiving Agent will be returned to applicants without
interest and at their risk as soon as possible thereafter.
The New Ordinary Shares will, on Admission, rank in full for all dividends and
other distributions declared, made or paid on the Ordinary Shares after
Admission (save that they will not rank for the interim dividend declared on 15
June 2006) and will otherwise rank pari passu in all respects with the Ordinary
Shares in issue at the date of this announcement.
4 Information on the Company
The Company was established as a closed-ended investment company incorporated in
Guernsey on 10 January 2002.
Current Trading and Prospects
As at 30 June 2006 gross assets of the Group amounted to #185.3 million, an
increase of #43.0 million since the Company's year-end of 31 December 2005. The
net asset value of the Ordinary Shares as at 30 June 2006 was 154.1 pence,
representing an uplift of 26.2 pence or 20.5 per cent. over the period and an
uplift of 42.1 pence or 37.6 per cent. compared to 30 June 2005.
Balanced Portfolio
The Company has a portfolio of 21 properties with an aggregate valuation of
#159.4 million. There are 64 tenancies in the Balanced Portfolio producing a
total rent roll of #7.2 million per annum with a weighted average lease length
of 9.9 years. The Balanced Portfolio continues to be let to a range of tenants
the majority of which have a below average credit risk and it is not currently
anticipated that there will be any material tenant defaults concerning the
payment of rent over the next 12 months.
The Balanced Portfolio, as measured by the current valuations, comprises 33 per
cent. in retail property, 36 per cent. in office property and 31 per cent. in
industrial property. The five biggest assets in the Balanced Portfolio, which
comprise 52 per cent. of the current aggregate valuation, are located in
Eastbourne, Plantation Place EC3 (of which the company owns 21.9 per cent.),
Hull, Mid City Place WC1 (of which the Company owns 19.7 per cent.) and Park
Royal NW10.
DV3 Mid City Limited and One Plantation Place Property Unit Trust are included
in the Balanced Portfolio, notwithstanding that these are accounted for as joint
ventures, as they have the characteristics of balanced investments.
The Company continues to implement individual asset business plans and asset
enhancement initiatives across the portfolio where possible in order to maximise
value for Shareholders.
Venture Portfolio
As at 30 June 2006 the Venture Portfolio comprised five joint venture
investments. These comprise:
* a medical and residential scheme in the centre of Liverpool;
* the Company's interest in Weston Point, a North West-based storage and
facilities handling business including the freehold of the circa forty four
acre site from which the business operates although agreement has now been
reached to acquire the Westlink Third Party Interests;
* a 150,000 sq. ft. retail warehouse in Gateshead;
* an 80,000 sq. ft. health and fitness unit in Hull; and
* a circa 5 acre mixed use site in Ware with value add opportunities.
Three profitable realisations of Venture Portfolio investments have now been
concluded and, further investments will be considered for the Venture Portfolio
as situations arise.
Borrowings
As at 31 December 2005 the Company had total borrowings under its bank facility
of #65.5 million. In January 2006 Berrington Fund Management Limited, with the
Board's support, completed a prudent rebasing of the security values on which
the original debt package was based using the portfolio values as at the end of
September 2005 together with an increase in the facility limit to #115 million.
This released approximately #40 million for investment and at the current time
the funds available to the Company are substantially invested.
The Company intends to maintain its gearing within a range of 55 - 65 per cent.
and to pursue a policy of not exposing itself to any material interest rate
risk.
Proposed Strategic Repositioning
In view of the recent very strong performance of the commercial property market,
the Directors consider that Westbury's future performance will be driven by
investments that generate or have the potential to generate relatively high
levels of income to a greater extent than in the recent past and by exploitation
of opportunities to add value through active portfolio management.
The Company's existing memorandum and policies require the Company to invest in
properties and do not permit investment in opportunities which have an element
of operations as part of a business which is heavily dependent on the ownership
of property.
Therefore, whilst the Company will continue to be a property investment company
for the time being and to be classified as such by the UK Listing Authority, it
proposes to extend its investment policy and amend its memorandum of association
to permit investment in property-backed businesses. Accordingly, a resolution to
this effect will be proposed at the Extraordinary General Meeting and the
Directors will therefore actively consider opportunities to invest in and
develop asset-backed operating businesses.
Through its investment in Westlink, which acquired the freehold of the Weston
Point site in April 2006, the Company has created one such opportunity. Westlink
plans to develop an inter-modal port facility with road, rail, inland waterway
and sea access and to expand significantly the port business operating from the
site. The immediate opportunity is to develop the property at Weston Point but
the Directors anticipate that there is potential to add considerable value by
developing and owning the port business at Weston point.
The Company's aggregate investment in Westlink to date is approximately #13.0
million, of which #12.4 million was provided in the form of loans. Out of the
Company's investments of #178.1 million this is 7.3 per cent. of the total
portfolio.
The Company currently holds a 50 per cent. interest in Westlink Investment
Syndicate LLP which, in turn, owns 79 per cent. of the equity of Westlink. In
return for guaranteeing the obligations of Westlink Holdings Limited in
connection with the acquisition of the site, the Company has received an
additional 10 per cent. interest in Westlink, taking its effective interest to
49.5 per cent. The Company has agreed, conditional upon completion of the
Proposals, to acquire the outstanding interests in both Westlink Third Party
Interests, giving the Company 100 per cent. ownership of Weston Point.
The Board and Investment Manager are attracted by the Weston Point opportunity
as the Directors consider:
* the ports sector and sea freight volumes are growing strongly;
* shipping and rail costs have traditionally been lower than other
comparable forms of goods transportation;
* the United Kingdom has a shortage in port facilities; and
* ports and increased use of rail are environmentally and politically
attractive given the lower level of carbon emissions versus land-based
transport and road congestion reduction and the potential for
regeneration.
The Directors consider that Westbury's property investment and development
expertise will add considerable value in the development of the facility.
Furthermore, since income from the completed facility is likely to be sourced
predominantly from operating contracts, which the Board believes may be at
significant premiums to leased rental levels, Westbury plans to operate the port
facility in order to retain that premium income.
Upon flotation in April 2002 the Company undertook to seek Shareholder approval
for any change in investment policy and or objective. Accordingly the Company's
intention to reposition itself as a commercial property and ports business is
being presented to Shareholders for approval at the EGM.
Previous circulars to Shareholders have set out investment restrictions which
were intended to mirror certain of the Listing Rules applicable to property
investment companies. The Company will continue to comply in all applicable
respects with the Listing Rules, including the investment restrictions
applicable to property investment companies, but it will cease to maintain a
separate list of investment restrictions.
5 Financial information
The Company reported profit after taxation of #14.2 million for the year ended
31 December 2005 (2004: #7.6 million). This figure is after payment of all
property acquisition costs and the costs of running the Company, interest on
bank debt, dividends paid to holders of Income Shares and a provision for the
Investment Manager's performance fee accrued in the year.
On 31 December 2005 the Company had a net asset value of 127.9 pence per
Ordinary Share (2004: 105.3 pence). As at 30 June 2006 this had risen to 154.1
pence per Ordinary Share, as extracted from the Company's unaudited interim
results for the six months to 30 June 2006.
6 Dividend policy
The Board declared quarterly dividends on Ordinary Shares at the rate of 1.5
pence per quarter, totalling 6 pence in respect of the year to 31 December 2005.
The Board also declared and paid four quarterly dividends during the year for
each Income Share totalling 8 pence. For the periods to 31 March 2006 and 30
June 2006 respectively, quarterly dividends on Ordinary Shares of 1.5 pence were
declared.
The Board will keep dividend policy under regular review
7 Timetable
Record Date for the Open Offer close of business on 11 July 2006
Ex-entitlement date for the Open Offer 13 July 2006
Open Offer Entitlements credited to CREST stock accounts 14 July 2006
Recommended latest time for requesting withdrawal of Open Offer 4.30 p.m. on 27 July 2006
Entitlements from CREST
Latest time for depositing Open Offer Entitlements into CREST 3.00 p.m. on 31 July 2006
Latest time and date for splitting application forms (to satisfy bona 3.00 p.m. on 1 August 2006
fide market claims)
Latest time and date for receipt of completed application forms and 11.00 a.m. on 3 August 2006
Excess CREST application forms and payment in full under the Open
Offer or settlement of relevant CREST instruction (as appropriate)
Latest time and date for receipt of Forms of Proxy 10.30 a.m. on 5 August 2006
Extraordinary General Meeting 10.30 a.m. on 7 August 2006
Admission expected to occur and dealings expected to commence in New 8.00 a.m. on 8 August 2006
Ordinary Shares
CREST accounts credited in respect of the New Ordinary Shares to be 8 August 2006
issued in uncertificated form
Definitive share certificates expected to be despatched in respect of 15 August 2006
New Ordinary Shares in certificated form
Enquiries
Richard Burrell Berrington Fund Management 020 7659 6271
Shirley Hatherton Lansons Communications 020 7294 3615 shirleyh@lansons.com
07711 142 147
Sarah Campbell Lansons Communications 020 7566 9703 sarahc@lansons.com
Cenkos Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for The Westbury Property Fund Limited and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than The Westbury Property Fund Limited for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the matters referred to in this announcement.
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, which is authorised and regulated by the Financial
Services Authority, is acting for The Westbury Property Fund Limited and no one
else in connection with the matters referred to in this announcement and will
not be responsible to anyone other than The Westbury Property Fund Limited for
providing the protections afforded to its customers or for providing advice to
any other person in relation to the matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Any purchase of or
application for shares in the Placing and the Open Offer should only be made on
the basis of information contained in the formal prospectus to be issued in
connection with the Placing and the Open Offer and any supplement thereto.
The information contained herein is not for publication or distribution in or
into the United States of America. These materials are not an offer of
securities for sale in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of 1933
(the "Act"), as amended, and may not be offered or sold in the United States
absent registration under the Act or an available exemption from registration.
No public offering of the securities referred to herein will be made in the
United States.
The information contained in this announcement is not for publication or
distribution to persons in Australia, Canada, Japan or the Republic of South
Africa. The shares referred to herein may not, directly or indirectly, be
offered, sold, taken up or delivered in, into or from Australia, Canada, Japan
or the Republic of South Africa.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities Limited nor BDO Stoy Hayward Corporate Finance undertakes any
obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. You should not place
undue reliance on forward looking statements, which speak only as of the date of
this announcement.
Notes to editors
The Westbury Property Fund Limited ("WPF") is a #198 million closed ended
property investment fund domiciled in Guernsey and listed on the London Stock
Exchange as a property investment company. As at 30 June 2006, WPF had a direct,
or balanced, property portfolio of 21 properties with 64 tenancies comprising
multi let offices, high street and out of town retail and industrial assets. The
properties are geographically spread throughout the UK. The balanced portfolio
has a blend of core, growth and management intensive assets and benefits from a
weighted average lease length of circa 9.9 years.
Berrington Fund Management ("Berrington") is a property fund management company
specialising in creating and managing property investment funds. It employs
leading fund managers and property professionals and aims to produce total
returns ahead of comparable property indices and other asset classes. Berrington
also advises on and structures private property investments to suit specific
investor needs which can benefit from Berrington's property deal flow and
investor and financing relationships.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
Admission the admission of the New Ordinary Shares to (i) the
Official List and (ii) to trading on the London Stock
Exchange's market for listed securities becoming
effective in accordance with the Listing Rules and the
London Stock Exchange's Admission and Disclosure
Standards
Articles the articles of association of the Company
Balanced Portfolio a part of the Company's property portfolio, comprising
approximately 90 per cent of gross assets, invested
directly or indirectly in United Kingdom commercial
property
BDO Stoy Hayward Corporate Finance BDO Stoy Hayward Corporate Finance, a division of BDO
Stoy Hayward LLP, Chartered Accountants, which is
authorised and regulated in the UK by the Financial
Services Authority to carry on investment business
Board or Directors the directors of the Company as at the date of this
announcement
Cenkos Securities or Cenkos Cenkos Securities Limited, which is authorised and
regulated in the United Kingdom by the Financial
Services Authority to carry on investment business
Clawback Placing the conditional placing by Cenkos Securities (on behalf
of the Company) of the Open Offer Shares on the terms
and subject to the conditions of the Placing Agreement,
subject to clawback to satisfy valid applications from
Qualifying Shareholders pursuant to the Open Offer
CREST the relevant system (as defined in the Regulations) for
the paperless settlement of share transfers and the
holding of shares in uncertificated form in respect of
which CRESTCo Limited is the Operator (as defined in the
Regulations)
Extraordinary General Meeting or EGM the extraordinary general meeting of the Company
convened for 7 August 2006 (or any adjournment thereof)
Firm Placing the conditional placing by Cenkos Securities (on behalf
of the Company) of the Firm Placing Shares on the terms
and subject to the conditions of the Placing Agreement
Firm Placing Shares the 28,630,121 Ordinary Shares to be allotted and issued
by the Company pursuant to the Firm Placing
FSA the Financial Services Authority
FSMA the Financial Services and Markets Act 2000, as amended
Group the Company and its subsidiary undertakings
Income Shares income shares of 10p each in the capital of the Company
Investment Manager Berrington Fund Management LLP, the Company's investment
manager
Issue Price 140 pence per New Ordinary Share
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Ordinary Shares to be allotted and issued by the
Company pursuant to the Placing and Open Offer, being
the Firm Placing Shares and the Open Offer Shares
Official List or Official Lists the Official List maintained by the FSA pursuant to Part
VI of FSMA and/or the Official List of the Channel
Islands Stock Exchange, as the context may require
Open Offer the conditional offer to Qualifying Shareholders to
subscribe for Open Offer Shares at the Issue Price,
Open Offer Entitlements the number of Open Offer Shares for which a Qualifying
Shareholders is entitled to subscribe under the Open
Offer
Open Offer Shares the 14,227,022 Ordinary Shares to be allotted and issued
by the Company pursuant to the Clawback Placing and Open
Offer
Ordinary Shareholders holders of Ordinary Shares
Ordinary Shares ordinary shares of 10p each in the capital of the
Company
Placing the Firm Placing and the Clawback Placing
Placing Agreement the conditional placing and Open Offer agreement dated
13 July 2006 between Cenkos Securities, BDO Stoy Hayward
Coporate Finance and the Company relating to the Placing
and Open Offer
Proposals the proposed Placing and Open Offer, the proposed
Strategic Repositioning and the adoption of the new
articles of association and the new memorandum of
association
Qualifying Shareholders holders of Ordinary Shares on the register of members of
the Company at the Record Date, other than certain
overseas Shareholders
Record Date the record date for the Open Offer, being the close of
business on 11 July 2006
Shareholders holders of Income Shares and/or Ordinary Shares
Strategic Repositioning the repositioning of the Company as a commercial
property and ports business involving a change to the
Company's investment policy and memorandum of
association
UK Listing Authority the Financial Services Authority acting in its capacity
as the competent authority for the purposes of Part VI
of the FSMA
Venture Portfolio a part of the Company's property portfolio, currently
limited to approximately 10 per cent. of gross assets,
invested in property related investments including joint
ventures, private equity and other development
opportunities
Westbury or the Company The Westbury Property Fund Limited
Westlink Westlink Group Limited, the owner of Weston Point via
its subsidiary Westlink Holdings Limited
Westlink Third Party Interests the existing interests of persons other than WPLI in
Westlink (being such interests in both Westlink
Investment Syndicate LLP and Westlink)
Weston Point storage handling and proposed rail and port operations
at Weston Point, Runcorn, Cheshire
This information is provided by RNS
The company news service from the London Stock Exchange
END
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