TIDMAIRE
RNS Number : 0171E
Glenstone Property PLC
03 November 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES, OR ANY OTHER
JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH
OF ANY APPLICABLE LAW OR REGULATION
FOR IMMEDIATE RELEASE
3 November 2020
POSTING OF TER OFFER DOCUMENT
On 27 October 2020, Glenstone Property plc ("Glenstone")
announced, by means of a regulatory information service
announcement (the "Announcement"), its intention to make a tender
offer (the "Tender Offer") to acquire up to 20,125,000 ordinary
shares in the capital of Alternative Income REIT plc ("AIRE"), at
59.25 pence per share, representing a 12.9 per cent. premium above
the closing bid price of 52.5 pence per share as at the close of
business on 26 October 2020, being the last Business Day prior to
the date of the Announcement.
If the Tender Offer is accepted in full then Glenstone will hold
20,125,000 shares in AIRE, representing a holding of 25 per cent in
AIRE's issued share capital.
Glenstone is pleased to announce that the tender offer document
(the "Tender Offer Document") and tender form (the "Tender Form"),
containing, amongst other information, the full terms of, and
conditions to, the Tender Offer and the procedures for tendering,
are being posted by Glenstone today to the holders of ordinary
shares in the capital of AIRE.
The Tender Offer Document and the Tender Form will be available
to view and download on Glenstone's company website
(www.glenstoneproperty.co.uk).
The Tender Offer will close at 1.00 p.m. on 17 November 2020
(the "Closing Date"). Holders of AIRE Shares are able to tender all
(or some) of their shares in the Tender Offer.
Shareholders who wish to sell shares in the Tender Offer should
follow the procedures set out in the Tender Offer Document and, in
the case of AIRE shares held in certificated form, the Tender Form,
and should seek independent professional advice on the Tender Offer
if they are in any doubt about the action to take.
Shareholders who hold their AIRE shares via an investment
platform should be notified of the Tender Offer electronically. For
the majority of such shareholders, the investment platform will be
responsible for responding to the Tender Offer on their behalf and
may request that shareholders who wish to tender all or some of
their shares in AIRE notify them well in advance of the Closing
Date.
Shareholders who have not been notified of this corporate action
or who are in any doubt about how to tender all or some of their
shares in AIRE should contact the investment platform which holds
their shares as soon as possible. Shareholders who do not wish to
tender their shares need take no action.
Defined terms used but not defined in this announcement have the
meanings set out in the Tender Offer Document.
Tender Offer price at a premium
Glenstone is offering to purchase up to 20,125,000 ordinary
shares in AIRE for cash by way of the Tender Offer as follows:
For each AIRE Share: 59.25 pence in cash
The Tender Offer price of 59.25 pence per share represents a
premium of 12.9 per cent. above the closing bid price of 52.5 pence
per share as at the close of business on 26 October 2020, being the
last Business Day prior to the publication of the Announcement.
-- The Tender Offer is conditional on the receipt of 16,100,000
Tenders which represents a shareholding of not less than 20.0 per
cent. of AIRE's issued share capital. This condition may be waived
by Glenstone in its sole discretion.
-- Shareholders in AIRE are able to tender all (or some) of
their shares and must follow the procedure set out in the Tender
Offer Document in order to sell their AIRE shares in the Tender
Offer
-- The Closing Date for the Tender Offer is 17 November 2020. If
the Tender Offer is oversubscribed Tenders will be scaled back pro
rata to the number of shares in AIRE that have been tendered.
-- The Tender Offer provides AIRE's shareholders with a
liquidity event, at a 12.9 per cent. premium to the closing bid
price as at the close of business on the last Business Day prior to
the Announcement, which is being made available to all AIRE
Shareholders (other than certain Overseas Shareholders), against
the background of the prevailing macro-economic uncertainty.
Information on Glenstone
Glenstone is a public limited company incorporated in England
and Wales which qualifies as a UK real estate investment trust and
which is listed on The International Stock Exchange (TISE) in
Guernsey. It is an internally managed, diversified property
investor with a portfolio of more than 100 properties across the UK
and is actively seeking opportunities to reinvest the proceeds of
recent asset disposals in pursuit of its investment objectives.
As at the date of this announcement, Glenstone does not hold any
AIRE shares.
Glenstone does not intend to make an offer to acquire the entire
issued and to be issued ordinary share capital of AIRE pursuant to
Rule 2.7 of the Code nor does it intend to seek a direct role in
the management of AIRE's portfolio or any combination of its own
assets with those owned by AIRE.
Further information on Glenstone's intentions
In the event that the Tender Offer is accepted in full,
Glenstone will have a 25.0 per cent. shareholding in AIRE which it
will hold as an investment. Glenstone will seek representation on
AIRE's Board and will be supportive of a low operating cost base
and other initiatives which seek to maximise returns to
shareholders.
Glenstone notes the recent announcement by AIRE of its proposed
amendments to AIRE's investment policy. Glenstone will carefully
evaluate these and all of the resolutions which have been proposed
by the Board of AIRE for consideration by shareholders at AIRE's
forthcoming AGM due to be held on 26 November 2020.
Enquiries:
Glenstone Property PLC Tel: 020 8392
Andrew Pickering - CFO 1726
Rupert Hill (Harrier Partners) Tel: 07770 755078
Glenn Cooper (Harrier Partners) Tel: 07831 833711
Receiving Agent to the Tender Offer Tel: 0371 664
Link Group 0321
Terms of the Tender Offer
The Tender Offer is subject to the following terms:
i AIRE Shares may be tendered under the Tender Offer at a price
of 59.25 pence per share in cash. Subject to sub-paragraph (vii)
below, all Tenders will be irrevocable.
ii If the total number of AIRE Shares tendered exceeds
20,125,000, Tenders will be scaled back pro rata to the number of
AIRE Shares tendered.
iii The Tender Offer will remain open until the Closing Date.
The Tender Offer will only be available to AIRE Shareholders who
are on the Register at 6.00 p.m. on the Record Date and in respect
of the number of AIRE Shares held by such AIRE Shareholders as at
that time.
iv AIRE Shareholders may tender all or any part of their holdings.
v AIRE Shares successfully tendered pursuant to the Tender Offer
will be acquired by Glenstone on 19 November 2020 fully paid and
free from all liens, charges, equitable interests and encumbrances
and together with all rights attaching thereto, including but not
limited to the right to all dividends and other distributions (or
equivalent) declared on or after the date of the Announcement, and
the right to attend and vote at any shareholder meeting of AIRE
held after such date. If any dividend or other distribution is
announced, declared, made, payable or paid in respect of the AIRE
Shares on or after the date of the Announcement and prior to the
Closing Date, Glenstone reserves the right to reduce the
consideration payable in respect of each AIRE Share under the terms
of the Tender Offer by the amount of all or part of any such
dividend or other distribution. If Glenstone exercises this right
or makes such a reduction in respect of a dividend or other
distribution, AIRE Shareholders will be entitled to receive and
retain that dividend or other distribution.
vi The results of the Tender Offer and, if applicable, the
extent to which any Tender will be scaled back, will be announced
by 8.00 a.m. on 18 November 2020, being the Business Day following
the Closing Date.
vii The Tender Offer is conditional on the receipt by Glenstone
of Tenders totalling not less than 16,100,000 AIRE Shares (the
"Minimum Condition") by the Closing Date. This condition may be
waived by Glenstone in its sole discretion and a lower minimum set
by Glenstone, which will then be the Minimum Condition.
Accordingly, if the Minimum Condition is not satisfied (or waived)
by the Closing Date, the Tender Offer will be void.
viii In respect of AIRE Shares held in uncertificated form, all
Tenders must be made in accordance with the instructions set out in
the Tender Offer Document. A Tender of uncertificated shares will
only be valid when the procedure set out in the Tender Offer
Document is complied with, save where this condition is expressly
waived by Glenstone in its sole discretion.
ix AIRE Shareholders holding AIRE Shares in uncertificated form
should not complete the Tender Form and instead should follow the
instructions detailed in the Tender Offer Document for
uncertificated shares.
x In respect of AIRE Shares held in certificated form, all
Tenders must be made on the Tender Form which accompanies the
Tender Offer Document. Tender Forms must be duly completed in
accordance with the instructions set out in the Tender Offer
Document and in the Tender Form, which (together with the notes in
the Tender Form) constitute part of the terms of the Tender Offer.
A Tender of certificated AIRE Shares will only be valid where the
procedure for tendering set out in the Tender Offer Document and in
the Tender Form is complied with, save where this condition is
expressly waived by Glenstone in its sole discretion.
xi The Tender Offer and all Tenders will be governed by, and
construed in accordance with, English law and delivery of a Tender
Form or receipt of a TTE Instruction will constitute submission to
the jurisdiction of the English courts.
xii No person outside the UK receiving a copy of the Tender
Offer Document or a Tender Form may treat the same as constituting
an invitation or offer to him/her unless the Tender Offer is
lawfully made in the relevant territory. It is the responsibility
of any such person to satisfy himself/herself as to full observance
of the laws of that territory.
xiii All documents and remittances sent by or to AIRE
Shareholders will be sent at the risk of the person entitled to
them. If the Tender Offer does not become or is not declared
unconditional or otherwise lapses, Tender Forms, share certificates
and other documents of title will be returned by post not later
than ten Business Days after the date of such lapse, or, in the
case of AIRE Shares held in uncertificated form, the Receiving
Agent will provide instructions to Euroclear to transfer all AIRE
Shares held in escrow balance by TFE Instruction to the original
available balances to which those AIRE Shares relate, as soon as
practicable.
xiv If only part of a holding of AIRE Shares is successfully
tendered pursuant to the Tender Offer, the relevant AIRE
Shareholder will be entitled to the following:
(i) if AIRE Shares are held in certificated form - a certificate
in respect of the unsold AIRE Shares from AIRE; or
(ii) if AIRE Shares are held in uncertificated form - the
transfer by the Receiving Agent of the original available balances
of those unsold AIRE Shares.
xv Further copies of the Tender Form may be obtained on request
from the Receiving Agent, Link Group whose office is at Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3
4TU.
xvi All decisions as to the number of AIRE Shares tendered and
the validity, eligibility (including the time and date of receipt),
priority and acceptance for payment of any Tender of AIRE Shares
will be made by Glenstone in its sole discretion, which decision
shall be final and binding on all of the parties (except as
otherwise required under applicable law). Glenstone reserves the
absolute right to reject any or all Tenders it determines not to be
in proper form or the acceptance or payment for which, in the
opinion of Glenstone, may be unlawful. No Tender of AIRE Shares
will be deemed to be validly made until all defects or
irregularities have been cured or waived.
xvii None of Glenstone, the Receiving Agent or any other person
is or will be obliged to give notice of any defects or
irregularities in Tenders, and none of them will incur any
liability for failure to give any such notice.
xviii AIRE Shares successfully tendered will be acquired by
Glenstone on 19 November 2020, up to a maximum of 20,125,000 AIRE
shares.
xix Any accidental omission to provide, or any delay or
non-receipt of, the Tender Offer Document or the Tender Form to or
by any person entitled to receive the same shall not invalidate any
aspect of the Tender Offer.
xx Any capitalised term used herein and not defined in this
announcement shall have the meaning ascribed thereto in the Tender
Offer Document.
xxi Certain figures have been subjected to rounding adjustments.
Procedure for Tendering
To take up the Tender Offer:
i AIRE Shareholders who hold AIRE Shares in uncertificated form,
i.e. electronically in CREST, must follow the procedure set out in
the "AIRE Shares held in uncertificated form (i.e. electronically
in CREST)" paragraph below; and
ii AIRE Shareholders who hold AIRE Shares in certificated form,
i.e. in paper form, must complete and return the Tender Form
together with their original share certificate(s) and/or other
document(s) of title in accordance with the instructions set out in
the "AIRE Shares held in certificated form (i.e. share certificates
held in paper form)" paragraph below, and the instructions printed
on the Tender Form. The below instructions should be read together
with the notes on the Tender Form.
If you hold AIRE Shares in both certificated and uncertificated
forms, you should complete a Tender Form in respect of the AIRE
Shares held in certificated form and send a TTE Instruction in
respect of the AIRE Shares held in uncertificated form.
AIRE Shareholders who hold their AIRE Shares via an investment
platform should be notified of the Tender Offer electronically. For
the majority of such shareholders, the investment platform will be
responsible for responding to the Tender Offer on their behalf and
may request that AIRE Shareholders who wish to tender all or some
of their shares in AIRE notify them well in advance of the Closing
Date.
AIRE Shareholders who have not been notified of this corporate
action or who are in any doubt about how to tender all or some of
their shares in AIRE should contact the investment platform which
holds their shares as soon as possible.
AIRE Shareholders who do not wish to tender any AIRE Shares
under the Tender Offer should take no action, either in relation to
the Tender Form or the sending of a TTE Instruction.
AIRE Shares held in uncertificated form (i.e. electronically in
CREST)
If the AIRE Shares which you wish to tender are held in
uncertificated form, you must take (or procure to be taken) the
action set out below to transfer (by means of a TTE Instruction)
the number of AIRE Shares which you wish to Tender under the Tender
Offer to an escrow balance, specifying Link Group (in its capacity
as a CREST receiving agent under its participant ID RA10 and member
account ID 20963GLE referred to below) as the Receiving Agent, as
soon as possible and in any event so that the transfer to escrow
settles by not later than 1.00 p.m. on 17 November 2020, being the
Closing Date.
If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Your CREST sponsor will be
able to confirm details of your participant ID and the member
account ID under which your AIRE Shares are held. In addition, only
your CREST sponsor will be able to send the TTE Instruction to
Euroclear in relation to the AIRE Shares which you wish to
Tender.
You should send (or, if you are a CREST sponsored member,
procure that your CREST sponsor sends) a TTE Instruction to
Euroclear which must be properly authenticated in accordance with
Euroclear's specifications and which must contain, in addition to
other information that is required for the TTE Instruction to
settle in CREST, the following details:
i the number of AIRE Shares to be transferred to an escrow balance;
ii your member account ID;
iii your participant ID;
iv the participant ID of the Receiving Agent, this is: RA10;
v the member account ID of the Receiving Agent, this is: 20963GLE;
vi the corporate action number for the Tender Offer. This is
allocated by Euroclear and can be found by viewing the relevant
corporate action details in CREST;
vii a contact name and telephone number inserted in the shared note field;
viii the intended settlement date. This should be as soon as
possible and, in any event, not later than the Closing Date;
ix the Corporate Action ISIN. This is GB00BDVK7088; and
x input with standard TTE Instruction priority of 80.
By sending a TTE Instruction, you irrevocably authorise and
instruct the Receiving Agent to undertake all necessary steps and
actions in order to complete and settle your acceptance of the
Tender Offer on your behalf.
After settlement of the TTE Instruction, you will not be able to
access the AIRE Shares concerned in CREST for any transaction or
for charging purposes, notwithstanding that they will be held by
the Receiving Agent for the Tender Offer until completion or
lapsing of the Tender Offer. If the Tender Offer becomes
unconditional, the Receiving Agent will collect the AIRE Shares in
escrow which have been tendered for onward transfer to
Glenstone.
You are recommended to refer to the CREST Manual published by
Euroclear for further information on the CREST procedures outlined
above.
You should note that Euroclear does not make available special
procedures, in CREST, for any particular corporate action. Normal
system timings and limitations will therefore apply in connection
with a TTE Instruction and its settlement. You should therefore
ensure that all necessary action is taken by you (or by your CREST
sponsor) to enable a TTE Instruction relating to your AIRE Shares
to settle prior to the Closing Date. In this connection you are
referred in particular to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
You are reminded that the Tender Offer closes at 1.00 p.m. on 17
November 2020, the Closing Date. The Tender Offer will only be
available to AIRE Shareholders who are on the Register at 6.00 p.m.
on the Record Date and in respect of the number of AIRE Shares held
by such AIRE Shareholders as at that date.
An appropriate announcement will be made if any of the details
contained in this paragraph are altered for any reason.
AIRE Shares held in certificated form (i.e. share certificates
held in paper form)
If the AIRE Shares which you wish to Tender are held in
certificated form, you should complete the Tender Form and return
it together with the original certificate(s) and/or any other forms
of title. The completed and signed Tender Form should be sent
either by post or by hand during normal business hours only to Link
Group, whose office is at Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU, as soon as possible, and
in any event, so as to be received not later than 1.00 p.m. on 17
November 2020, being the Closing Date. No Tenders received after
that time will be accepted. No acknowledgement of receipt of
documents will be given. Any Tender Form received in an envelope
postmarked in any Restricted Jurisdiction or otherwise appearing to
the directors of Glenstone or its agents to have been sent from a
Restricted Jurisdiction may be rejected as an invalid tender. For
further information on Overseas Shareholders, see the section
headed "Overseas Shareholders" below.
The completed and signed Tender Form should be accompanied by
the relevant share certificate(s) and/or other document(s) of
title.
If your share certificate(s) and/or other document(s) of title
are not readily available (for example, if they are with your
stockbroker, bank or other agent) or are lost, the Tender Form
should nevertheless be completed, signed and returned as described
above so as to be received by the Receiving Agent as soon as
possible, and in any event, so as to be received not later than
1.00 p.m. on 17 November 2020, being the Closing Date, together
with any share certificate(s) and/or document(s) of title that you
may have available.
In respect of those AIRE Shares for which your certificate(s)
is/are unavailable, you should complete a letter of indemnity,
which can be obtained by writing to AIRE's registrar, Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13
8AE or by first telephoning 0370 702 0000. The completed indemnity
should be returned to AIRE's registrar, who also should be
instructed at the time of completing the indemnity to send the
resulting new share certificate to the Receiving Agent, in order to
accompany your completed Tender Form.
Deposits of AIRE Shares into, and withdrawals of AIRE Shares
from, CREST
Normal CREST procedures (including timings) apply in relation to
any AIRE Shares that are, or are to be, converted from
uncertificated to certificated form, or from certificated to
uncertificated form, during the course of the Tender Offer (whether
such conversion arises as a result of a transfer of AIRE Shares or
otherwise). AIRE Shareholders who elect to convert any such AIRE
Shares are recommended to ensure that the conversion procedures are
implemented in sufficient time to enable the person holding or
acquiring the AIRE Shares as a result of the conversion to take all
necessary steps in connection with such person's participation in
the Tender Offer (in particular, as regards delivery of share
certificates and/or other documents of title or transfers to an
escrow balance as described above) prior to the Closing Date.
You are advised to read the Tender Offer Document carefully. If
you have any queries relating to the procedure for tendering,
please contact the Receiving Agent, Link Group, on 0371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
AIRE Shareholders should note that, once tendered pursuant to
the Tender Offer, AIRE Shares may not be sold, transferred, charged
or otherwise disposed of other than in accordance with the Tender
Offer.
Settlement
Settlement of the consideration to which any AIRE Shareholder is
entitled pursuant to valid tenders accepted by Glenstone will be
made by 1 December 2020, as follows:
i AIRE Shares held in uncertificated form, i.e. electronically in CREST
Where an accepted Tender relates to AIRE Shares held in
uncertificated form, the consideration due will be paid by means of
a CREST payment in favour of the tendering AIRE Shareholder's
payment bank in accordance with the CREST payment arrangements.
ii AIRE Shares held in certificated form, i.e. share certificates held in paper form
Where an accepted Tender relates to AIRE Shares held in
certificated form, cheques for the consideration due will be
dispatched by the Receiving Agent by first class post to the AIRE
Shareholder(s) or agent whose name and address (outside of
Australia, Canada, Japan, New Zealand, the Republic of South Africa
and the United States) is set out in Box 1 (or, if relevant, Box 6)
of the Tender Form or, if none is set out, to the registered
address of the tendering AIRE Shareholder or, in the case of joint
holders, the address of the first named. All payments will be made
in pounds sterling by cheque drawn on a branch of a UK clearing
bank.
Effect of Tender
Each AIRE Shareholder by whom, or on whose behalf, a Tender Form
is executed, or a TTE Instruction is given irrevocably undertakes,
represents, warrants and agrees to and with Glenstone (so as to
bind him, his personal representatives, heirs, successors and
assigns) that:
i the execution of the Tender Form or the receipt of a TTE
Instruction (as the case may be) shall constitute an offer to sell
to Glenstone such number of AIRE Shares as are inserted (or deemed
to have been inserted) in Box 3 of the Tender Form, included in the
TTE Instruction or deemed to be tendered, in each case, on and
subject to the terms and conditions set out or referred to in the
Tender Offer Document and the Tender Form and that, once lodged or
received (as the case may be), such Tender shall be
irrevocable;
ii such AIRE Shareholder has full power and authority to tender,
sell, assign or transfer the AIRE Shares in respect of which such
offer is accepted (together with all rights attaching thereto) and,
when the same are purchased by Glenstone, Glenstone will acquire
such AIRE Shares with full title guarantee and free from all liens,
charges, encumbrances, equitable interests, or pre-emption rights
or other third party rights of any nature and together with all
rights attaching thereto, on or after the date of the Announcement
including the right to receive all dividends and other
distributions declared after that date (other than any dividend or
distribution in respect of which Glenstone exercises its right
under the terms of the Tender Offer to reduce the consideration
payable in respect of each AIRE Share under the Tender Offer);
iii the execution of the Tender Form or receipt of the TTE
Instruction will, subject to the Tender Offer becoming
unconditional, constitute the irrevocable appointment of Glenstone,
or any person authorised by Glenstone, as such AIRE Shareholder's
attorney ("attorney"), and an irrevocable instruction and authority
to that attorney to complete and execute all or any instruments of
transfer and/or other documents at the attorney's discretion in
relation to the AIRE Shares referred to in sub-paragraph (i) above
in favour of Glenstone or such other person or persons as Glenstone
may direct and to deliver such instrument(s) of transfer and/or
other documents at the discretion of the attorney, together with
the share certificate(s) and/or other document(s) relating to such
AIRE Shares, for registration within six months of the Tender Offer
becoming unconditional and to do all such other acts and things as
may in the opinion of such attorney be necessary or expedient for
the purpose of, or in connection with, the Tender Offer and to vest
in Glenstone or its nominee(s) or such other person(s) as Glenstone
may direct such AIRE Shares;
iv such AIRE Shareholder agrees to ratify and confirm each and
every act or thing which may be done or effected by Glenstone or
any of its directors or any person nominated by Glenstone as
attorney in the proper exercise of its or his or her powers and/or
authorities under the Tender Offer Document and the Tender
Form;
v such AIRE Shareholder holding AIRE Shares in certificated form
will deliver to the Receiving Agent their share certificate(s)
and/or other document(s) of title in respect of the AIRE Shares
referred to in sub-paragraph (i) above, or an indemnity acceptable
to Glenstone and AIRE in lieu thereof, or will procure the delivery
of such document(s) to such person as soon as possible afterwards
and, in any event, no later than 1.00 p.m. (London time) on the
Closing Date;
vi the provisions of the Tender Form shall be deemed to be
incorporated into the terms and conditions of the Tender Offer;
vii such AIRE Shareholder shall do all such acts and things as
shall be necessary or expedient and execute any additional
documents deemed by Glenstone to be desirable, in each case to
complete the purchase of the AIRE Shares and/or to perfect any of
the authorities expressed to be given under the Tender Offer
Document and the Tender Form;
viii such AIRE Shareholder, if an Overseas Shareholder, has
fully observed any applicable legal requirements, that the
invitation under the Tender Offer may be made to him under the laws
and regulations of the relevant jurisdiction and that he is
entitled to accept the Tender Offer under the laws and regulations
of the relevant jurisdiction;
ix such AIRE Shareholder has not received or sent copies or
originals of the Tender Offer Document, the Tender Form or any
related documents in, into or from any Restricted Jurisdiction and
has not otherwise utilised in connection with the Tender Offer,
directly or indirectly, the mails or any means or instrumentality
(including, without limitation, facsimile transmission, e-mail or
other electronic transmission or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction, the Tender
Form has not been mailed or otherwise sent in, into or from any
Restricted Jurisdiction, and such AIRE Shareholder is accepting the
Tender Offer from outside any Restricted Jurisdiction;
x the creation of an assured payment obligation in favour of
such AIRE Shareholder's payment bank in accordance with the CREST
assured payment arrangements as referred to in sub-paragraph (i) of
the "Settlement" section above will, to the extent of the
obligations so created, discharge fully any obligation of Glenstone
to pay such AIRE Shareholder the consideration to which he is
entitled under the Tender Offer in respect of AIRE Shares held in
uncertificated form;
xi on execution, the Tender Form takes effect as a deed; and
xii the execution of the Tender Form or the receipt of a TTE
Instruction (as the case may be) constitutes such AIRE
Shareholder's submission to the jurisdiction of the courts of
England in relation to all matters arising out of or in connection
with the Tender Offer or the Tender Form.
To the extent not prohibited by or ineffective under applicable
law, each AIRE Shareholder by whom or on whose behalf a Tender Form
is executed or a TTE Instruction is given, irrevocably agrees to
assume liability for, pay and indemnify Glenstone from and against
any and all liabilities, obligations, damages, losses, settlements,
judgments, claims, actions, suits, penalties, costs, expenses and
other sanctions (civil or criminal) suffered or incurred by
Glenstone as a result of the breach by such AIRE Shareholder of any
of the undertakings, representations, warranties, or agreements
contained in this section "Effect of Tender".
A reference above to an AIRE Shareholder includes a reference to
the person or persons executing the Tender Form or giving the TTE
Instruction. In the event of more than one person executing a
Tender Form or giving a TTE Instruction, the above provisions will
apply to them jointly and severally.
Overseas Shareholders
i The making of the Tender Offer in, or to persons who are
citizens or nationals of, or resident in, jurisdictions outside the
United Kingdom or custodians, nominees or trustees for citizens,
nationals or residents of jurisdictions outside the United Kingdom,
may be prohibited or affected by the laws of the relevant overseas
jurisdiction. AIRE Shareholders, who are Overseas Shareholders
should inform themselves about and observe any applicable legal
requirements. It is the responsibility of any such AIRE Shareholder
wishing to tender AIRE Shares to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection
with the Tender, including the obtaining of any governmental,
exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any
transfer or other taxes or other requisite payments due in such
jurisdiction. Any such AIRE Shareholder will be responsible for
payment of any such transfer or other taxes or other requisite
payments due by whomsoever payable and Glenstone and any person
acting on its behalf shall be fully indemnified and held harmless
by such AIRE Shareholder for any such transfer or other taxes or
other requisite payments such person may be required to pay. No
steps have been taken to qualify the Tender Offer or to authorise
the extending of the Tender Offer or the distribution of the Tender
Form in any territory outside the United Kingdom.
ii In particular, the Tender Offer is not being made, directly
or indirectly, in or into or by use of mail or by any means or
instrumentality (including, but not limited to, facsimile, email or
other electronic transmission or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction, and the Tender
Offer cannot be accepted by any such use, means, instrumentality or
facility or from within a Restricted Jurisdiction.
Accordingly, copies of the Tender Offer Document, the Tender
Form and any related documents are not being and must not be mailed
or otherwise distributed or sent in, into or from a Restricted
Jurisdiction including to AIRE Shareholders with registered
addresses in a Restricted Jurisdiction or to persons who are
custodians, nominees or trustees holding shares for persons in a
Restricted Jurisdiction.
Persons receiving such documents (including, without limitation,
custodians, nominees and trustees) should not distribute, send or
mail them in, into or from a Restricted Jurisdiction or use such
mails or any such means, instrumentality or facility in connection
with the Tender Offer, and so doing will render invalid any related
purported acceptance of the Tender Offer. Persons wishing to accept
the Tender Offer should not use such mails or any such means,
instrumentality or facility for any purpose directly or indirectly
relating to acceptance of the Tender Offer. Envelopes containing
Tender Forms should not be postmarked in a Restricted Jurisdiction
or otherwise dispatched from a Restricted Jurisdiction and all
tendering AIRE Shareholders must provide addresses outside a
Restricted Jurisdiction for the remittance of cash or the return of
Tender Forms.
iii If, in connection with making the Tender Offer,
notwithstanding the restrictions described above, any person
(including, without limitation, custodians, nominees and trustees),
whether pursuant to a contractual or legal obligation or otherwise,
forwards the Tender Offer Document, the Tender Form or any related
documents in, into or from any Restricted Jurisdiction or uses the
mails or any means or instrumentality (including, without
limitation, facsimile transmission, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or
any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction in connection with such forwarding,
such persons should: (i) inform the recipient of such fact; (ii)
explain to the recipient that such action may invalidate any
purported acceptance by the recipient; and (iii) draw the attention
of the recipient to this paragraph.
iv The provisions of this section "Overseas Shareholders" and
any other terms of the Tender Offer relating to Overseas
Shareholders may be waived, varied or modified as regards specific
AIRE Shareholders or on a general basis by Glenstone in its
absolute discretion but only if Glenstone is satisfied that such
waiver, variation or modification will not constitute or give rise
to a breach of applicable securities law, or other law.
v The provisions of this section "Overseas Shareholders"
supersede any terms of the Tender Offer inconsistent with this
section.
Overseas Shareholders should inform themselves about, and
observe, any applicable legal or regulatory requirements. If you
are in any doubt about your position, you should consult your
professional adviser in the relevant jurisdictions.
Taxation
UK taxation of chargeable gains
An AIRE Shareholder's liability to UK taxation of chargeable
gains in respect of the disposal of AIRE Shares pursuant to the
Tender Offer will depend on that shareholder's individual
circumstances.
The sale of AIRE Shares by an AIRE Shareholder pursuant to the
Tender Offer will constitute a disposal, or part disposal, of his
or her shareholding. Such a disposal or part disposal may give rise
to a liability to UK taxation of chargeable gains depending on that
AIRE Shareholder's individual circumstances (including the
availability of exemptions, reliefs and allowable losses) and, in
particular, the AIRE Shareholder's base cost in his holding of AIRE
Shares.
Any AIRE Shareholder who is in any doubt as to his or her
taxation position or who may be subject to taxation in any
jurisdiction other than the United Kingdom should consult an
appropriately qualified independent professional adviser
immediately.
Stamp Duty and Stamp Duty Reserve Tax ("SDRT")
No UK stamp duty or SDRT should be payable by AIRE Shareholders
as a result of accepting the Tender Offer.
If you have any queries relating to the procedure for tendering,
you may contact the Receiving Agent, Link Group on 0371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9 a.m.
and 5.30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Link Group cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
The following definitions apply throughout this announcement
unless the context requires otherwise:
"AIRE" Alternative Income REIT plc, a public limited
company incorporated in England and Wales
with registered number 10727886, whose
registered office is at 1 King William
Street, London, United Kingdom, EC4N 7AF;
"AIRE Shareholder" a holder or holders of AIRE Shares;
"AIRE Shares" or ordinary shares of one penny each in the
"Ordinary Shares" capital of AIRE;
"Announcement" the regulatory information service announcement
in relation to the Tender Offer dated 27
October 2020;
"Australia" the Commonwealth of Australia, its states,
territories and possessions;
"Business Day" a day (excluding Saturdays, Sundays and
public holidays) on which banks are open
for business in the City of London;
"Canada" Canada, its provinces, territories and
all areas subject to its jurisdiction and
any political sub-division thereof;
"certificated" or shares held in certificated form, that
"in certificated is shares held in paper form;
form"
"closing bid price" the bid quotation for the relevant share
on the close of trading on the Main Market
on the relevant date;
"Closing Date" 1.00 p.m. on 17 November 2020;
"Code" the City Code on Takeovers and Mergers;
"CREST" the system for the electronic settlement
of trades in securities and the holding
of uncertificated securities operated by
Euroclear in accordance with the Regulations;
"CREST Manual" the CREST Reference Manual referred to
in agreements entered into by Euroclear;
"CREST member" a person who is, in relation to CREST,
a system-member (as defined in the Regulations);
"CREST participant" a person who is, in relation to CREST,
a system-participant (as defined in the
Regulations);
"CREST payment" has the meaning given to that term in the
CREST Manual;
"CREST sponsor" a person who is, in relation to CREST,
a sponsoring system-participant (as defined
in the Regulations);
"CREST sponsored a CREST member admitted to CREST as a sponsored
member" member;
"Euroclear" Euroclear UK & Ireland Limited;
"FSMA" the Financial Services and Markets Act
2000 (as amended);
"Glenstone" Glenstone Property plc, a public limited
company incorporated in England and Wales
with registered number 00986343, whose
registered office is at Parkway House,
Sheen Lane, London, England, SW14 8LS;
"HMRC" HM Revenue & Customs in the UK;
"Japan" Japan, its cities, prefectures, territories
and possessions and all areas subject to
its jurisdiction and any political sub-division
thereof;
"Link Group" the trading name of Link Market Services
Limited;
"London Stock Exchange" London Stock Exchange plc;
"Main Market" the main market for listed securities operated
by the London Stock Exchange;
"member account ID" the identification code or number attached
to a participant ID in CREST;
"middle market closing the middle market quotation for the relevant
price" share on the close of trading on the Main
Market on the relevant date;
"Minimum Tender Amount" 16,100,000 AIRE Shares, or such lower amount
as Glenstone may determine in its sole
discretion;
"New Zealand" New Zealand, its territories and possessions
and all areas under its jurisdiction and
political sub divisions thereof;
"Overseas Shareholders" AIRE Shareholders whose registered addresses
are outside the UK or who are citizens,
residents or nationals of countries other
than the UK or who are nominees of, or
trustees for, citizens, residents or nationals
in countries other than the UK;
"Panel" the Panel on Takeovers and Mergers;
"participant ID" the identification code used in CREST to
identify a particular CREST participant;
"Receiving Agent" Link Group, whose registered office is
at Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU;
"Record Date" 6.00 p.m. on 17 November 2020;
"Register" the register of members of AIRE;
"Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755);
"Republic of South the Republic of South Africa, its territories
Africa" and possessions and all areas under its
jurisdiction and political sub divisions
thereof;
"Restricted Jurisdiction" Australia, Canada, Japan, New Zealand,
the Republic of South Africa, the United
States and any other jurisdiction where
the making or acceptance of the Tender
Offer would violate the relevant laws of
that jurisdiction;
"Tender" a tender made by an AIRE Shareholder in
order to accept the Tender Offer;
"Tender Form" the tender form issued by Glenstone for
use by certificated AIRE Shareholders in
connection with the Tender Offer;
"Tender Offer" the tender offer by Glenstone to AIRE Shareholders
to tender their AIRE Shares on the terms
and conditions set out in the Tender Offer
Document and the Tender Form and, where
the context admits, any revision or subsequent
version, variation, extension or renewal
thereof;
"Tender Offer Document" the tender offer document issued by Glenstone
containing the terms and conditions of
the Tender Offer;
"TFE Instruction" a transfer from escrow instruction (as
defined in the CREST Manual);
"TTE Instruction" a transfer to escrow instruction (as defined
in the CREST Manual);
"UK" or "United Kingdom" the United Kingdom of Great Britain and
Northern Ireland;
"uncertificated" a share recorded on the Register as being
or "in uncertificated held electronically, in uncertificated
form" form in CREST and title to which, by virtue
of the Regulations, may be transferred
by means of CREST; and
"United States" the United States of America, its possessions
and territories, all areas subject to its
jurisdiction or any political subdivision
thereof, any state of the United States
of America and the District of Columbia.
The Tender Offer is not governed by the City Code on Takeovers
and Mergers (the "Code"). However, Rule 2.8 of the Code applies to
the statement regarding Rule 2.7 above. Accordingly, Glenstone and
any other persons acting in concert with them will, except with the
consent of the Panel, be bound by the restrictions under Rule 2.8
of the Code.
This announcement must be read in conjunction with the Tender
Offer Document. The Tender Offer Document contains important
information which should be read carefully before any decision is
made with respect to the Tender Offer.
If AIRE Shareholders are in any doubt about the contents of this
announcement or the action they should take, they are recommended
to seek their own independent 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 (as amended) if they are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Dickson Minto W.S., which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority (FRN: 111421),
has approved this announcement for release in the United Kingdom
for the purposes of section 21 of the Financial Services and
Markets Act 2000, as amended. Dickson Minto W.S. is acting
exclusively for Glenstone in connection with the Tender Offer and
will not regard any other person as its client in relation to such
matters and will not be responsible to anyone other than Glenstone
for providing the protections afforded to clients of Dickson Minto
W.S., nor for providing advice in relation to the Tender Offer or
any matter relating thereto.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENBLLLBBFLLFBX
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November 03, 2020 02:00 ET (07:00 GMT)
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