TIDMOTE
RNS Number : 9534X
O Twelve Estates Limited
14 December 2010
O Twelve Estates Limited ("O Twelve" or the "Company")
Placing and Open Offer
14 December 2010
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
RELEASE PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE
REPUBLIC OF SOUTH AFRICA, AUSTRALIA AND NEW ZEALAND OR ANY OTHER
JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS
ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE
CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR
SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN O
TWELVE OR SECURITIES IN ANY OTHER ENTITY, IN ANY JURISDICTION,
INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY PART OF IT, OR
THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR BE RELIED ON IN
CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION WHATSOEVER, IN
ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A
RECOMMENDATION REGARDING ANY SECURITIES.
ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF
THE FINAL PROSPECTUS TO BE PUBLISHED BY THE COMPANY AND ANY
SUPPLEMENT THERETO IN CONNECTION WITH ADMISSION.
Placing and Open Offer of up to 357,700,006 New Ordinary Shares
at 10.5 pence per share,
approval of the waiver of obligations under Rule 9 of the
Takeover Code and Notice of General Meeting
O Twelve, a closed-ended investment company incorporated in
Guernsey, announces today that it proposes to raise approximately
GBP37.56 million (approximately GBP35.06 million net of expenses)
by the issue of up to 357,700,006 New Ordinary Shares through a
Placing and Open Offer at 10.5p per New Ordinary Share. The Open
Offer is being made to all Qualifying Shareholders on a pre-emptive
basis, subject to the Reduction Right (as described below).
O Twelve will today be publishing a Prospectus in relation to
the Placing and Open Offer which will be posted to Shareholders and
will be available on the Company's website at
www.otwelveestates.com. The Prospectus also contains a Notice of
General Meeting to approve resolutions necessary to implement the
proposed Placing and Open Offer.
Summary:
-- Fundraising totalling approximately GBP37.56 million by way
of a Placing and Open Offer
-- The Issue Price represents a premium of 2.38p (29.3 per
cent.) to the closing mid-market price of 8.12p per Existing
Ordinary Share prevailing on the London Stock Exchange on 13
December 2010 (the last practicable date prior to this
announcement).
-- In order to reduce borrowing and gearing and to enable the
Group to make further investments, the Directors are proposing the
New Issue to provide further capital for the Company with the net
proceeds being used among other things, for property investment
purposes and to repay part of the Group's existing debt.
-- Westbrook Investco has agreed to underwrite the Open Offer by
way of a subscription for all of the Open Offer Shares as a
conditional placee, subject to clawback to satisfy valid
applications made by Qualifying Shareholders under the Open Offer.
Conditional on Admission, Westbrook Investco has been granted the
right to appoint up to two directors to the Board, depending on the
percentage of the Company's issued share capital held by Westbrook
Investco.
-- Westbrook Investco's underwriting commitment in relation to
the Conditional Placing is conditional on, among other things,
Westbrook Investco holding at least 50 per cent. of the Enlarged
Issued Share Capital plus one Ordinary Share. If following the
Conditional Placing being effected Westbrook Investco would not
hold at least 50 per cent. of the Enlarged Issued Share Capital
plus one Ordinary Share, then the number of Open Offer Shares
offered under the Open Offer will be reduced and, conditional upon
Admission, the Top Up Issue Shares will be allotted and issued to
Westbrook Investco so as to result in Westbrook Investco holding in
aggregate 50 per cent. of the Enlarged Issued Share Capital plus
one Ordinary Share.
-- If the Top Up Issue is effected, pursuant to the Reduction
Right the number of Open Offer Shares offered will be reduced and
the number of Open Offer Shares comprised in valid applications by
Qualifying Shareholders under the Open Offer (including under the
Excess Application Facility) will be deemed to have been made
proportionately in respect of the reduced number of Open Offer
Shares to ensure that the proceeds raised by the Placing and Open
Offer do not exceed approximately GBP37.56 million. The Top Up
Issue is structured as a cash box placing pursuant to which
Westbrook Investco will be issued with the Top Up Shares as part of
a share for share exchange with the Company. Accordingly, the
pre-emption rights contained in the Articles will not apply and
Guernsey law does not provide for a statutory pre-emption
regime.
-- As Westbrook Investco will hold more than 30 per cent. of the
Enlarged Issued Share Capital following Admission, the approval of
Shareholders is required of a waiver from the obligations of Rule 9
of the Takeover Code that would otherwise require Westbrook
Investco to make a general offer to the holders of all of the
Ordinary Shares.
-- Westbrook Partners was founded in 1994 and is a privately
owned fully integrated real estate investment management company
with offices worldwide. Westbrook Partners has raised and invested
$8.3 billion of equity in over $38.2 billion of real estate
transactions worldwide
-- During 2008, Westbrook Partners raised a new $2.25 billion
fund, Westbrook Real Estate Fund VIII, a global real estate
opportunity fund which commenced investment in late 2009. Westbrook
Real Estate Fund VIII will participate in the Placing through VIII
Investment UK S.a.r.l. ("Westbrook Investco"), a Luxembourg entity
whose purpose will be the holding of Westbrook Real Estate Fund
VIII's investment in the Company. Westbrook Real Estate Fund VIII
is capitalised by US institutions and will finance its
participation in the Placing through its existing equity
resources.
-- Implementation of the Placing and Open Offer is conditional
on, among other things, Shareholders passing the Resolutions at the
General Meeting. If Shareholders do not pass the Resolutions and
the Placing and Open Offer does not proceed, the Board may not be
able to pay down a proportion of its debt, will have limited cash
resources and may not be able to pursue its investment
strategy.
-- The Directors, who have been so advised by Fairfax, consider
the Resolutions to be fair and reasonable and in the best interests
of the Company and the Shareholders as a whole. In providing advice
to the Directors, Fairfax has taken into account the commercial
assessments of the Directors. Accordingly, the Directors recommend
that Shareholders vote in favour of the Resolutions to be proposed
at the General Meeting as they have irrevocably undertaken to the
Company to do in respect of their aggregate beneficial holdings of
340,000 Existing Ordinary Shares representing approximately 0.27
per cent. of the Existing Ordinary Shares.
Phillip Rhodes, Chairman of O Twelve, commented:
"The Board, together with the Property Adviser, has given
considerable thought as to how best to structure the proposed
fundraising in order to strengthen the balance sheet and position
the Company for growth. The Board has concluded that the Placing
and Open Offer, with the support of Westbrook Investco, is the most
attractive option for the Group and its Shareholders providing a
timely solution which will provide the guaranteed receipt of the
necessary funds to pay down a portion of the Company's debt whilst
also creating a strong platform which will enable the Company to
take full advantage of the current opportunities we see in the
market."
For further information please contact:
O Twelve Estates Limited
Phil Rhodes, Chairman +44 (0)207 016 0050
Rugby Asset Management +44 (0) 20 7016 0050
David Tye
Andrew Wilson
Fairfax I.S. PLC +44 (0) 20 7598 5368
Simon Bennett
Katy Birkin
Financial Dynamics +44 (0) 20 7831 3113
Stephanie Highett
Dido Laurimore
Will Henderson
1. Introduction
The Company announces today that it proposes to raise
approximately GBP37.56 million (approximately GBP35.06 million net
of expenses) by the issue of up to 357,700,006 New Ordinary Shares
through the Placing and Open Offer at the issue price of 10.5p per
New Ordinary Share. The Open Offer is being made to all Qualifying
Shareholders on a pre-emptive basis, subject to the Reduction Right
as described below. Qualifying Shareholders have the right to
subscribe for their Basic Entitlement in accordance with the terms
of the Open Offer.
In addition, Qualifying Shareholders applying for their full
Basic Entitlement may also apply for additional Open Offer Shares
at the Issue Price under the Excess Application Facility. If the
Top Up Issue is required to be effected the number of Open Offer
Shares offered will be reduced and the number of Open Offer Shares
comprised in valid applications by Qualifying Shareholders under
the Open Offer (including the Excess Application Facility) will be
deemed to have been made proportionately in respect of the reduced
number of Open Offer Shares.
The Issue Price represents a premium of 2.38p (29.3 per cent.)
to the closing mid-market price of 8.12p per Ordinary Share
prevailing on the London Stock Exchange on 13 December 2010 (the
last practicable date prior to the publication of this
announcement).
Westbrook Investco has agreed to underwrite the Open Offer by
way of a subscription for all of the Open Offer Shares as a
conditional placee, subject to clawback to satisfy valid
applications made by Qualifying Shareholders under the Open Offer.
This Conditional Placing will ensure that the Company is able to
raise the figure of approximately GBP37.56 million referred to
above.
Westbrook Investco's underwriting commitment in relation to the
Conditional Placing is conditional on, among other things,
Westbrook Investco holding at least 50 per cent. of the Enlarged
Issued Share Capital plus one Ordinary Share. If following the
Conditional Placing being effected Westbrook Investco does not hold
at least 50 per cent. of the Enlarged Issued Share Capital plus one
Ordinary Share, then prior to and conditional upon Admission, the
Top Up Issue Shares will be allotted and issued to Westbrook
Investco so as to result in Westbrook Investco holding in aggregate
50 per cent. of the Enlarged Issued Share Capital plus one Ordinary
Share.
As Westbrook Investco will hold more than 30 per cent. of the
Enlarged Issued Share Capital following Admission, the approval of
Shareholders is required of a waiver from the obligations of Rule 9
of the Takeover Code that would otherwise require Westbrook
Investco to make a general offer to the holders of all of the
Ordinary Shares.
All third party costs and expenses incurred by Westbrook
Investco in connection with the Placing and Open Offer up to
GBP600,000 (inclusive of VAT) will be paid by the Company pursuant
to the Costs Agreement.
The Directors consider the Placing and Open Offer to be a
suitable fundraising structure. Whilst offering pre-emption rights
is not a statutory requirement of companies registered in Guernsey,
the Open Offer is being made in accordance with the pre-emption
rights contained in the Articles and the Board recognises the
importance of allowing Shareholders to participate in this
fundraising through the Open Offer by both applying for their
respective Basic Entitlements and by applying for Excess Shares
under the Excess Application Facility.
Shareholders should read the Prospectus which provides details
of, and the background to, the Placing and Open Offer and explains
why the Directors believe that the Placing and Open Offer is in the
best interests of the Company and Shareholders.
2. Reasons for the fundraising and use of proceeds
UK commercial property values have fallen substantially since
their peak in the summer of 2007 and a number of industry analysts
now believe commercial property yields are at or are nearing their
peak in certain sectors where income is secure long term. The
Directors believe that in time yields will fall again, and that the
current environment therefore provides an opportunity to acquire
additional investment properties on attractive terms. The Property
Adviser has considerable expertise in sourcing suitable
transactions.
Since admission to AIM in March 2006, the Company has made 23
property investments at an aggregate purchase price of GBP270
million of which two have been sold and part disposals have been
made at a third realising aggregate sale proceeds of GBP31.4
million. In order to reduce borrowing and gearing and to enable the
Group to make further investments, the Directors are proposing the
New Issue to provide further capital for the Company. It is
anticipated that the net proceeds of the New Issue will be used for
property investment purposes and to repay part of the Group's
existing debt.
The net proceeds of the Placing and Open Offer of approximately
GBP35.06 million will be utilised by the Company as follows:
GBP000
Net placing proceeds 35,000
Net cash outflow in respect
of arrangement fees on loan
restructuring (3,150)
Net cash outflow in respect
of loan repayments (19,000)
Net cash outflow in respect
of amounts placed into cash
collateral (6,500)
Adjustment to cash balance 6,350
Implementation of the Placing and Open Offer is conditional on,
among other things, Shareholders passing the Resolutions at the
General Meeting. If Shareholders do not pass the Resolutions and
the Placing and Open Offer does not proceed, the Board may not be
able to pay down a proportion of its debt, will have limited cash
resources, may not be able to pursue its investment strategy and
faces increased risk of breaching the covenants of the existing
Facility Agreement.
Further details of the Group's net assets and net debt on a pro
forma basis, assuming the Placing and Open Offer was completed on
31 March 2010, can be found in Part 8 of the Prospectus.
3. Information on the Company
3.1 Overview
O Twelve is a closed-ended investment company registered in
Guernsey, which was formed to establish a substantial property
investment portfolio in the Thames Gateway and the adjacent areas
of east London, Essex, South Hertfordshire and North Kent, areas
which typically have lower property values compared with the rest
of the south of England generally. The Company raised GBP117
million, net of expenses, through a placing in March 2006, when it
was admitted to trading on AIM.
The Company intends to continue to seek to generate an
attractive rate of return for Shareholders by taking advantage of
property acquisition opportunities in the Target Area particularly
in the run up to the London Olympic Games in 2012. Property
acquisitions will continue to be considered across all sectors:
industrial, retail, office and residential.
The Company is advised by the Property Adviser in carrying out
its property investment activities. The Property Adviser also
advises the Company on the development, management and disposal of
property assets within its Property Portfolio. The Property
Adviser, its parent company, Rugby Estates, and their respective
directors and staff have considerable experience of property
investment and management in the Target Area and maintain close
relationships with the local real estate community.
3.2 History and development
The Company was incorporated in order to share in the potential
growth in value in real estate in the Target Area. This potential
growth in value has been stimulated by the regeneration initiatives
and investment both public and private, in the area in and around
Stratford, east London, in the build up to the Olympic Games in
2012.
In addition, the Target Area has and continues to also benefit
from significant infrastructure and environmental improvements and
ongoing regeneration projects, such as; the redevelopment of the
Thames Gateway (one of the largest regeneration areas in Europe)
and crossrail. It is the Board's hope that this regeneration will
result in a continuing significant structural, economic and
cultural repositioning of the Target Area.
Facility Agreement
On 20 December 2006 the Group entered into an eight year GBP150
million Facility Agreement with Nationwide for the purpose of
acquiring and refinancing the Property Portfolio. On 12 June 2007
the loan facility was increased to GBP250 million. On 24 November
2008 the undrawn balance of the facility was cancelled. At 31 March
2009 the loan facility and the principal outstanding was GBP170
million. During the year ended 31 March 2010, the Group repaid
GBP25.3 million of the loan. Therefore, at 31 March 2010 the loan
principal outstanding was GBP144.7 million.
The falling property values in the latter months of 2008 led to
the Group breaching the loan to value covenant and entering into a
cash lock-up situation under the Facility Agreement whereby the
Group did not have access to any rental income to pay operating
expenses. Following negotiation with the Lenders, the terms of the
loan were restructured with effect from 14 October 2009. Since
then, the following loan terms have applied:
* the term of the Facility until December 2014 is unchanged;
* the Facility will reduce from GBP170 million to GBP140 million
on 31 March 2011;
* the interest margin over LIBOR increased from 0.65 per cent.
per annum to 1.25 per cent. per annum;
* an arrangement fee of GBP850,000 was paid on signing;
* a fee of GBP5,950,000 will be payable on final repayment of
the Facility (the "back end fee");
* the ratio of the loan-to-value of the properties ("LTV") will
not be tested until the Lenders
receive the portfolio valuation as at 31 March 2011, at which
time the LTV must not exceed 85 per cent., reducing to 80 per cent.
from 31 March 2012 and 75 per cent. from 31 March 2013;
* the minimum interest cover ratio is 115 per cent. until 31
March 2011 (provided that if rent
free periods were treated as rent passing, the ratio would be at
least 120 per cent.) increasing to 120 per cent. thereafter;
and
* cash lock-up will continue until the LTV is 70 per cent. or
less. However, after deducting finance costs, direct property
outgoings and RAM's fees, the Lenders allow the Group to receive up
to GBP400,000 per quarter to cover overheads, tax and other
property expenses.
In previous years, the Group entered into fixed rate loan
agreements with Nationwide for GBP138 million for periods of up to
eight years expiring 20 December 2014 at an average rate excluding
margin of 5.5 per cent. per annum. On 30 March 2010, a GBP23
million tranche of fixed rate loan was cancelled at a break cost of
GBP3,691,000. The average rate, excluding margin and fees, on
GBP115 million of fixed rate debt as at 31 March 2010 was 5.3 per
cent. per annum (31 March 2009: 5.5 per cent. per annum). As at 31
March 2010, the fair value of the interest rate swap was a
liability of GBP14,599,500 (31 March 2009: liability of GBP18,245
400).
The initial arrangement fees for the loan amounted to GBP425,000
which, together with the financing restructuring arrangement fee of
GBP850,000 and back end fee of GBP5,950,000 totals GBP7,225,000.
This amount has been deducted from the amount of the loan and is
being amortised over the period of the loan.
Pursuant to the Amendment Agreement dated 14 December 2010,
conditional upon completion of the Placing and Open Offer, the
repayment of GBP19 million principal amount of the loan outstanding
under the Facility Agreement and the deposit of GBP6.5 million into
a cash collateral account (amongst other things), the following
loan terms will apply following Admission:
* the term of the Facility will be extended to December
2016;
* the outstanding principal amount under the Facility will be
reduced to approximately GBP125
million;
* the interest margin over LIBOR will increase to 2.0 per cent
per annum;
* an arrangement fee of 2.5 per cent of the principal amount
outstanding under the Facility and will be payable at the time the
Facility is amended;
* the back end fee of GBP5,950,000 will be removed as a
condition of the Facility;
* the ratio of LTV will be re-instated as a current test with
LTV not to exceed 85 per cent. up to and including 31 December
2014, thereafter reducing to an 80 per cent. test for the remaining
term of the Facility;
* the minimum interest cover ratio (on both a quarterly
historical test and on a six month projected test) will be 105 per
cent. until 31 December 2011 increasing to 110 per cent. thereafter
until 31 December 2012 and from then on, until the end of the
facility, 115 per cent;
* cash lock-up will continue where (i) the LTV is in excess of
75 per cent. on or before 31 December 2015 or 70 per cent
thereafter or (ii) the interest cover ratio on a quarterly
historical basis and on a six month projected basis is less than
110 per cent on or before 31 December 2011 or less than 115 percent
at any time after 31 December 2011 but before 31 December 2012;
* at least 50 per cent of the outstanding principal amount of
the Facility is to be subject to an interest rate hedge; and
* the Facility Agreement will contain terms which are commonly
included in such facilities to allow the Lenders to syndicate or
securitise the loan at a future date.
Property Portfolio
The Company made its first acquisition in April 2006 and has
made a total of 23 property investments at an aggregate purchase
price of GBP270 million. Two investment properties have been sold,
being The Interchange in Swanley, Kent and the Bulgins Site, A13,
Barking, Essex and part disposals made at Redwing Court, Romford,
realising aggregate sale proceeds of GBP31.4 million.
The sale of the Bulgins Site, a 2.2 acre site for GBP5.5
million, achieved a price significantly ahead of the then current
valuation. The site was originally acquired by O Twelve in July
2007 to undertake an industrial development. The sale price of
GBP2.5 million per acre reflected the quality of the property's
location.
The sale of The Interchange in Swanley, Kent, acquired in April
2007, to an institutional investor in March 2010 achieved a net
consideration of GBP24.4 million reflecting a yield of 6.8 per
cent. The sale price achieved was 37 per cent. above the then most
recent valuation of GBP17.8 million as at 30 September 2009.
Three newly refurbished office units at Redwing Court were sold
to owner occupiers for GBP1.5 million in the year to 31 March
2010.
The net sale proceeds of The Interchange and Redwing Court were
applied in reducing the Group's fixed rate borrowings with
Nationwide. The loan principal outstanding was reduced to GBP145
million of which GBP115 million is at fixed rates and GBP30 million
is at variable rates.
Property Portfolio - Table of current values and current income
as at 30 September 2010
Annual Net
Contracted
Date of Rent Receivable
Property Type acquisition (GBP)
Circular 13,
Gascoigne Road, Distribution
Barking warehousing 22 June 2006 725,198
----------------- ------------------- -----------------
Unit Q, Queen
Elizabeth
Distribution
Park, Purfleet
By-Pass, Distribution 3 October
Thurrock warehousing 2006 510,424
----------------- ------------------- -----------------
Unit 1, Western Distribution
Avenue, Thurrock warehousing 22 June 2006 692,318
----------------- ------------------- -----------------
3 October
Baker's Court, 2006, 24 August
Paycocke Road, 2007, 9 January
Basildon Industrial 2008 187,930
----------------- ------------------- -----------------
Barratt Industrial
Estate, Gillender
Street, Bow, 3 October
London Industrial 2006 161,428
----------------- ------------------- -----------------
Larkfield Mill
Industrial
Estate,
Bellingham Way,
Aylesford Industrial 9 July 2007 1,378,790
----------------- ------------------- -----------------
Mill River Trading
Estate, Suez
Road, Enfield Industrial 30 May 2007 625,235
----------------- ------------------- -----------------
Baytree Centre,
High Street, 5 January
Brentwood Shopping centre 2007 1,952,444
----------------- ------------------- -----------------
George Yard
Shopping Centre, 1 February
Braintree Shopping centre 2007 1,472,866
----------------- ------------------- -----------------
The Mall, Dagenham Shopping centre 10 April 2007 1,073,835
----------------- ------------------- -----------------
214/216 Heathway,
Dagenham Retail 10 April 2007 inc. above
----------------- ------------------- -----------------
38-42 High Street, 2 November
Brentwood Retail 2007 212,250
----------------- ------------------- -----------------
75 High Street,
Brentwood Retail 28 March 2007 150,000
----------------- ------------------- -----------------
Grove Farm Retail
Park, 1015-1021
High Road,
Chadwell Heath Retail park 14 March 2007 731,284
----------------- ------------------- -----------------
Inspira House,
Swallowfields,
Welwyn Garden
City Office 9 March 2007 325,762
----------------- ------------------- -----------------
Mellon House,
Ingrave Road, 4 December
Brentwood Office 2006 701,407
----------------- ------------------- -----------------
Queensgate,
Britannia Road,
Waltham Cross Office 12 April 2007 863,257
----------------- ------------------- -----------------
Redwing Court,
Ashton Road, 18 August
Romford Office 2006 144,238
----------------- ------------------- -----------------
Solar House, 1-6
Romford Road,
Stratford,
London Office 27 April 2006 244,138
----------------- ------------------- -----------------
34 St Thomas Road,
Brentwood Residential 10 May 2007 20,400
----------------- ------------------- -----------------
Richard Roberts
Residence, 7
Salway Place, 23 August
Stratford Residential 2006 418,340
----------------- ------------------- -----------------
As at the date of the Prospectus, the Property Portfolio
comprises 21 investments, all of which are located in the United
Kingdom with a value as at 30 September 2010 of GBP168.9 million.
Details of all of these investment properties are set out in the
Valuation Report in Part 10 of the Prospectus. The Property
Portfolio includes retail, office, industrial and residential
properties.
3.3 Information on the Property Adviser
The Property Adviser is a wholly-owned subsidiary of Rugby
Estates which was admitted to the Official List in 1994 and moved
to trading on AIM in 2005. Rugby Estates carries out property
related trading, development, management and investment throughout
the United Kingdom directly, in joint ventures, and as asset
manager for third parties.
Since its flotation in 1994, Rugby Estates has been active in
acquiring, adding value to and disposing of properties throughout
the UK, but principally in London and southern England. During the
16 years to 31 January 2010, Rugby Estates carried out property
transactions, for itself and for clients, with an aggregate value
of over GBP1.4 billion and delivered an annualised return on net
assets of 9.8 per cent. per annum for its shareholders.
The Property Adviser was established in 2000 to undertake the
third-party asset management activities of Rugby Estates. In
addition to the Company, the Property Adviser has acted as property
adviser to ING Covent Garden Limited Partnership and Rugby Estates
Investment Trust Plc. At 31 January 2010, the Property Adviser
managed property with a market value of GBP300 million. The
Property Adviser acts as investment adviser and property portfolio
manager to the Company pursuant to the terms and conditions of the
Property Adviser Agreement, which is summarised in paragraph 14.1.1
of Part 11 of the Prospectus.
The Property Adviser is regulated by the Royal Institution of
Chartered Surveyors and is authorised and regulated by the
Financial Services Authority in respect of certain regulated
activities.
The Management Team of the Property Adviser comprises the three
executive directors of Rugby Estates, a property director, a
financial controller and support staff.
Biographies of the Management Team of the Property Adviser are
as follows:
David Tye BSc, FRICS (aged 58) - Executive Chairman, Rugby
Estates and director of the Property Adviser
David Tye, a chartered surveyor and a founder director of Rugby
Estates, is responsible for Rugby Estate's strategy and property
initiatives. Prior to joining Rugby Securities Limited, part of the
Hillsdown Holdings Group, in 1980, David worked for Norwich Union
and Druce & Co. Rugby Securities Limited and Rugby Estates were
associated companies until the flotation of Rugby Estates in
1994.
Andrew Wilson BSc, FRICS (aged 56) - Chief Executive, Rugby
Estates and director of the Property Adviser
Andrew Wilson, a chartered surveyor and a founder director of
Rugby Estates, is responsible for Rugby Estates' overall
management, with a specific focus on third-party asset management
and joint ventures, in addition to the identification of
acquisitions and disposals. Before joining Rugby Securities Limited
in 1987, he was Chief Investment Surveyor at Royal Insurance Plc.
He is also currently a non-executive director of UK Commercial
Property Trust Limited.
Stephen Jones BSc, MSc, FCA (aged 55) - Finance Director, Rugby
Estates and director of the
Property Adviser
Stephen Jones, a chartered accountant and a founder director of
Rugby Estates, is responsible for all of the financial and
administrative functions of Rugby Estates, including the
negotiation of finance, reporting and administration for third
party asset management vehicles. He joined Rugby Securities Limited
in 1986, having previously held positions with listed property and
manufacturing companies.
Roger Montaut MRICS (aged 41), director of the Property
Adviser
Roger Montaut, a chartered surveyor, joined Rugby Estates in
2005 from CB Richard Ellis to strengthen its asset management
resource. He is responsible for the management of the portfolios
held by the Company and those held by other funds managed by the
Property Adviser.
James Fletcher (aged 32), Financial Controller and Company
Secretary of the Property Adviser
James Fletcher, a Chartered Accountant, trained with Vantis plc
before joining Rugby Estates in
2006 to strengthen the Property Adviser's financial and
reporting capabilities on the flotation of
O Twelve.
3.4 The Property Adviser Agreement
On 22 March 2006, the Company entered into the Property Adviser
Agreement with the Property Adviser. The Property Adviser has
responsibility for, among other things, finding new investment
opportunities for the Company, performing due diligence on those
investment opportunities, presenting such opportunities to the
Board, negotiating the terms of any Board approved investment
opportunity (including its financing) and managing the Property
Portfolio. Such management responsibilities include, among other
things, collection of rent and the letting of properties. Save for
certain limited circumstances in which the Property Adviser is
permitted to commit the Company without requiring the prior
approval of the Board, all investments and other capital
expenditure by the Company require the prior approval of the Board.
In the interests of operating the Group efficiently, the Property
Adviser is authorised to carry on certain property letting and
management activities (within agreed limitations) without requiring
the prior approval of the Board.
As announced on 17 February 2009, a number of changes to the
terms of the Property Adviser Agreement were made with effect from
1 April 2009. The principal changes were:
* The annual management fee was reduced from 1.0% of the GPAV to
0.6% of the GPAV, subject to a minimum annual fee of
GBP250,000.
* Any performance fee which may become payable to the Property
Adviser will be calculated on the basis of the performance of the
Group after 31 March 2009, at which date net assets per share were
deemed to be 50p and from which the performance benchmarks will be
based.
* At the option of the Company, any performance fee payable to
the Property Adviser may be settled by the issue of Ordinary Shares
instead of cash.
* The Company would not exercise its right to terminate the
Property Adviser Agreement as at 31 March 2009.
* The Company will have the right to terminate the Property
Adviser Agreement if growth in net assets per share (with dividends
added back) for the three years ending 31 March 2012 is less than 5
per cent. per annum and net assets per share as at 31 March 2009
were deemed to be 50p for this purpose. All other principal terms
of the Property Adviser Agreement remained the same.
3.5 Information on the Board
The Directors are as follows:
Phillip Baverstock Rhodes (aged 64), Non-executive Chairman
Phillip is a Chartered Accountant with over 30 years experience
in the financial and commercial management of several public and
private companies, mainly at board level. He is a past
non-executive director and Chairman of Workspace Group PLC, a
leading specialist property investment company devoted to the
provision of flexible workspace for small and medium sized
businesses in and around London.
Howard Terence Stanton (aged 68), Non-executive Director
Howard is a chartered certified accountant and property and
business consultant to a range of businesses. He was chairman and
previously managing director of Allied London Properties plc when
it was a fully listed property investment company and is also a
non-executive director of Anglo Scottish Properties plc and Town
Centre Securities plc.
Quentin Kenneth Frederick Spicer (aged 66), Non-executive
Director
Quentin qualified as a solicitor with Wedlake Bell in 1968 and
became a partner in 1970. He moved to Guernsey in 1996 as a senior
partner in Spicer & Partners Guernsey LLP (previously Wedlake
Bell Guernsey), specialising in United Kingdom property
transactions for non-United Kingdom resident entities. He is
chairman of the Guernsey Housing Association LBG, IRP Property
Investments Limited, RAB Special Situations Company Limited and is
a non-executive director of several other property funds both
listed and unlisted. He is a member of the IOD and holds a Personal
Fiduciary Licence from the Guernsey Financial Services
Commission.
Richard Hugh Barnes (aged 48), Non-executive Director
Richard is a Chartered Surveyor and is chairman of BNP Paribas
Real Estate Jersey. Richard has over 25 years experience of working
in the real estate sector and has also held posts at Hillier
Parker, Vigers and Bernard Thorpe. Richard is the previous chairman
of the Jersey branch of the Royal Institution of Chartered
Surveyors. He is chairman of the Invesco Property Income Trust and
sits on the board of a number of listed and private property
funds.
Peter Gordon Radford (aged 53), Non-executive Director
Peter was appointed managing director of Bordeaux Services on
its incorporation in 1997. Peter started his career with BDO Reads
in 1978 and subsequently worked for Executive Management Trust in
Amsterdam (1981-1983) and Fisher Hoffman Stride in Johannesburg
(1983-1986). From 1986 to 1991 he was Managing Director of the
Abroad Spectrum Group based in Durban, South Africa. In 1991 Peter
returned to Guernsey to develop the fund administration and asset
management business of the Havelet Trust Group.
He holds a number of directorships within a range of
Guernsey-based mutual fund companies and investment companies.
Peter is a Fellow of the Institute of Chartered Accountants in
England and Wales and of the Chartered Securities and Investment
Institute. He is also a member of the South African Institute of
Chartered Accountants and of the Society of Trust and Estate
Practitioners.
All of the Directors are independent of the Property Adviser,
the Administrator and Westbrook Investco.
3.6 Dividend policy
The focus of the Company since incorporation has been the
delivery of capital growth for Shareholders and therefore the
Company has previously and will continue to only consider the
payment of dividends as and when it is appropriate to do so. To the
extent that any dividends are paid they will be paid in accordance
with any applicable laws and regulations to which the Company is
subject.
3.7 Buy-back of Ordinary Shares
The Directors have authority to buy-back up to 14.99 per cent.
of the fully paid-up Ordinary Shares in issue. The Company renewed
this authority from Shareholders at the annual general meeting held
on 27 August 2010 and will seek to renew this authority thereafter
at subsequent annual general meetings. The making and timing of any
share buy-backs will be at the absolute discretion of the Board.
Any buy-back of Ordinary Shares will be made subject to Guernsey
law and within guidelines established from time to time by the
Board. Purchases of Ordinary Shares will only be made through the
market for cash at prices where the Directors believe those
purchases will enhance Shareholder value.
4. Investment Objective and Policy
4.1 Investment Strategy
Since incorporation, the Company's investment strategy has been
to establish a Property Portfolio that is diverse by sector
(industrial, retail, office and residential), by tenant and by
capital value. The Company's key criterion for property
acquisitions is the potential for rental and capital value growth
through active property management and through a
re-characterisation of the acquired real estate.
Re-characterisation may arise purely as a result of the so called
"Olympic effect" on the location, or it may need to be actively
encouraged. Bringing about such re-characterisation may range from
a simple image improvement programme for a previously neglected
industrial estate to attract better quality tenants, to a full
redevelopment scheme following the grant of planning consent for a
change of use (for example from commercial to a residential or
mixed-use project).
Whilst the majority of properties acquired by the Company are
let and income-producing, the creation of value through planning
consents, development or refurbishment is actively pursued.
Development may be undertaken selectively across the sectors either
by the acquisition of sites, with or without the benefit of
planning consent, or through the management of income-producing
properties into development opportunities. In certain locations a
site assembly programme may be pursued with a view to obtaining
planning consent for a comprehensive re-development. The Group may
also pursue other indirect investments through property investment
partnerships or unit trusts or investments in the equities of other
property investment partnerships or unit trusts or investments in
the equities of other property investment and property holding
companies.
The structure used for each acquisition of property is
considered in the context of each particular acquisition, and the
Company will make such acquisitions by means of any structure
considered to be appropriate in the circumstances of the proposed
acquisition. Accordingly, the Company may, without limit,
incorporate further subsidiaries to hold property or may acquire
the share capital of companies, units in unit trusts, or
partnership interests in partnerships which own one or more
properties.
4.2 Investment Restrictions
No property acquisition or new letting will be made if,
immediately after the proposed acquisition or letting:
* less than 75 per cent. of Gross Property Asset Value will be
situated within the Target Area; or
* any single tenant, other than any government or governmental
(central or local), quasigovernmental, supranational statutory or
regulatory body will account for more than 20 per cent. of
contracted rental income,
provided that these restrictions will not apply if the Gross
Property Asset Value is less than GBP100 million.
The Company will not make investments in other collective
investment undertakings.
4.3 Life span of the Company
In accordance with the Articles, a resolution will be proposed
at the annual general meeting of the Company to be held in 2014 and
at each annual general meeting held every two years thereafter
giving Shareholders the opportunity to vote on whether the Company
should continue as an investment company or to call for a winding
up of the Company and a return of its distributable assets to
Shareholders.
4.4 Investment Process
The Property Adviser has responsibility for finding investment
opportunities for the Company falling within the investment
strategy and criteria described above. Once a potential opportunity
is identified, the Property Adviser performs due diligence on the
real estate opportunity and negotiates the purchase and finance
terms with the relevant counterparties. Once this process is
complete, the proposed investment opportunity is presented to the
Board for consideration and approval. The Board then takes the
final decision on whether each presented investment opportunity
should be pursued.
4.5 Borrowings
Borrowings will not normally exceed 65 per cent. of the value of
the Property Portfolio at the time new borrowings are drawn down.
Interest rate hedging is considered in the light of prevailing
conditions at that time. There is no maximum limit on borrowings
that the Group may incur.
5. Information on Westbrook Investco
Westbrook Partners was founded in 1994 and is a privately owned
fully integrated real estate investment management company with
offices in New York, San Francisco, London, Paris and Tokyo.
Westbrook Partners has raised and invested $8.3 billion of equity
in over $38.2 billion of real estate transactions in major markets
throughout the world.
During 2008, Westbrook Partners raised a new $2.25 billion fund,
Westbrook Real Estate Fund VIII, a global real estate opportunity
fund which commenced investment in late 2009. Westbrook Real Estate
Fund VIII will participate in the Placing through VIII Investment
UK S.a.r.l ("Westbrook Investco"), a Luxembourg entity whose
purpose will be the holding of Westbrook Real Estate Fund VIII's
investment in the Company. Westbrook Real Estate Fund VIII is
capitalised by US institutions and will finance its participation
in the Placing through its existing equity resources.
Westbrook Investco does not currently have an interest in the
Existing Ordinary Shares other than pursuant to the Placing and
Open Offer Agreement.
The directors of Westbrook Investco are as follows:
-- Vincenzo Arno;
-- Vincent Bouffioux; and
-- Diego Rico.
Westbrook Investco was incorporated in Luxembourg on 15 December
2006 as a private limited liability company, (societe a
responsabilite limitee) under registered number B 122.937.
The registered office of Westbrook Investco is at 33, avenue
Monterey L-2163, Luxembourg.
As at the date of the Prospectus 90 per cent. of the issued
share capital of Westbrook Investco is legally and beneficially
owned by VIII International Holdings S.a.r.l., a Luxembourg private
limited liability company (societe a responsabilite limitee), under
registered number B 122.957 and 10 per cent. of the issued share
capital is legally and beneficially owned by VIII Co-Investment
International Holdings S.a.r.l. a Luxembourg private limited
liability (societe a responsabilite limitee), under registered
number B 122.958.
None of the funds to be used by Westbrook Investco in funding
its investment in the Placing is dependent on the Company or its
business.
Westbrook Investco has confirmed that, following completion of
the Placing and Open Offer, it has no intention of changing the
Group's strategy or business, the employment rights of any
employees or management of the Group (including any material change
in any conditions of employment) or changing the location of its
place of business or redeploying any of the Group's fixed
assets.
6. Relationship Agreement
Westbrook Investco and the Company have entered into the
Relationship Agreement which will govern certain matters between
them with effect from Admission. The principal terms of this
agreement are set out in paragraph 14.1.8 of Part 11 of the
Prospectus. They include a right for Westbrook Investco to appoint
up to two directors to the Board, depending on the percentage of
the Company's issued share capital held by Westbrook Investco,
limited rights for Westbrook Investco to terminate the agreement in
certain circumstances and certain information rights. It also
contains protections for the Company to ensure an arm's length
relationship between Westbrook Investco and the Company.
7. Details and conditions of the Placing and Open Offer
7.1 Placing and Open Offer details
The Open Offer has been underwritten by Westbrook Investco by
way of a conditional placing of the Open Offer Shares with
Westbrook Investco pursuant to the terms of the Placing and Open
Offer Agreement. This Conditional Placing is subject to clawback by
Qualifying Shareholders under the Open Offer.
Qualifying Shareholders are being given the opportunity to
subscribe under the Open Offer for Open Offer Shares at the Issue
Price payable in full on application and free of expenses, pro rata
to their existing holdings of Existing Ordinary Shares, on the
following basis, subject to the Reduction Right as described
below:
292 Open Offer Shares for every 100 Existing Ordinary Shares
held by them and registered in their names on the Record Date
and so in proportion to any other number of Existing Ordinary
Shares then held, rounded down to the nearest whole number of Open
Offer Shares.
Qualifying Shareholders applying for their full Basic
Entitlement may also apply, under the Excess Application Facility,
for Excess Shares in excess of their Basic Entitlement at the Issue
Price payable in full on application and free of expenses.
Qualifying Shareholders eligible to apply under the Excess
Application Facility will be entitled to apply for Excess Shares in
proportion to the number of Existing Ordinary Shares held
respectively by such Qualifying Shareholders, rounded down to the
nearest whole number of Excess Shares and subject to the Reduction
Right as described below.
Westbrook Investco's underwriting commitment in relation to the
Conditional Placing is conditional on, among other things,
Westbrook Investco holding at least 50 per cent. of the Enlarged
Issued Share Capital plus one Ordinary Share. If following the
Conditional Placing being effected Westbrook Investco does not hold
at least 50 per cent. of the Enlarged Issued Share Capital plus one
Ordinary Share, then prior to and conditional upon Admission, the
Top Up Issue will be implemented. The Top Up Issue will effect the
issue of New Ordinary Shares to Westbrook Investco so as to result
in Westbrook Investco holding, together with Open Offer Shares to
be placed with Westbrook Investco pursuant to the Conditional
Placing being effected, 50 per cent. of the Enlarged Issued Share
Capital plus one Ordinary Share.
If the Top Up Issue is required to be implemented, in order to
ensure that the proceeds raised by the New Issue do not exceed
GBP37.56 million the Company will exercise the Reduction Right.
The Top Up Issue, if it is required, is structured as a cash box
placing pursuant to which Westbrook Investco will be issued with
the Top Up Shares as part of a share for share exchange with the
Company. Accordingly, the pre-emption rights contained in the
Articles will not apply. In addition, Guernsey law does not provide
for a statutory pre-emption regime. The Top Up Issue will be
effected immediately prior to and conditional on Admission.
Fractions representing Open Offer Shares which would otherwise
have arisen under the Open
Offer (including under the Excess Application Facility) will be
disregarded.
The Open Offer is not a "rights issue". Invitations to apply
under the Open Offer are not transferable unless to satisfy bona
fide market claims. Application Forms are not documents of title
and cannot be traded. Qualifying Shareholders should be aware that,
in the Open Offer, unlike in the case of a rights issue, any New
Ordinary Shares not applied for under the Open Offer will not be
sold in the market or placed for the benefit of Qualifying
Shareholders.
Qualifying Shareholders applying for their full Basic
Entitlement may, however, apply for Open Offer Shares in excess of
their Basic Entitlement through the Excess Application Facility.
Qualifying Shareholders applying for Excess Shares should be aware
of the potential mandatory bid implications of an increase in their
percentage shareholding in the Company under rule 9 of the Takeover
Code, including those of any of the Qualifying Shareholder's
concert parties.
Details of the Open Offer and the terms and conditions on which
it is being made, including the procedure for application and
payment, are contained in Part 5 of the Prospectus and for
Qualifying non-CREST Shareholders in the accompanying Basic
Application Form and (if applicable) the Excess Application
Form.
To be valid, Application Forms (duly completed by Qualifying
non-CREST Shareholders) in respect of Basic Entitlements and
payment in full for the Open Offer Shares applied for in respect of
Basic Entitlements, should be delivered to the Company's Receiving
Agent, Capita Registrars, Corporate Actions, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU by post or (during normal
business hours only) by hand as soon as possible but in any event
so as to arrive by no later than 11.00 a.m. on 4 January 2011.
Qualifying non-CREST Shareholders who apply for their full Basic
Entitlements may request an Excess Application Form following the
Excess Shares Announcement from Capita Registrars, Corporate
Actions if they wish to apply for Excess Shares. To be valid,
Excess Application Forms in respect of Excess Shares and payment in
full in respect of Excess Shares applied for, should be delivered
to the Company's Receiving Agent Capita Registrars, Corporate
Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU
by post or (during normal business hours only) by hand as soon as
possible following the Excess Shares Announcement so as to arrive
by no later than 11.00 a.m. on 21 January 2011.
Qualifying Shareholders should refer to paragraph 2 of Part 5 of
the Prospectus for the procedure
to participate in the Open Offer.
7.2 General
The Placing and Open Offer is conditional, among other things,
on the following:
(i) the Waiver Resolution being passed at the General
Meeting;
(ii) the Share Capital Resolution to increase the Company's
authorised issued share capital from GBP2,000,000 to GBP6,000,000,
being passed at the General Meeting;
(iii) Westbrook Investco being able to obtain at least 50 per
cent. of the Enlarged Issued Share Capital plus one Ordinary Share
following Admission through the Conditional Placing and, if
required, the Top Up Issue;
(iv) the Placing and Open Offer Agreement not being terminated
prior to Admission and being otherwise unconditional in all
respects;
(v) prior to Admission, (i) the Amendment Agreement not being
terminated or otherwise ceasing to have effect and (ii) the
borrower under the Facility Agreement having satisfied (to the
satisfaction of the agent), or obtained the waiver from the agent
of, each of the conditions precedent set out in it save for the
conditions precedent relating to the repayment of GBP19 million
principal amount of the loan outstanding under the Facility
Agreement and the deposit of GBP6.5 million into a cash collateral
account;
(vi) no right of the Lenders to terminate the Amendment
Agreement having arisen under the terms of that agreement prior to
Admission which right is, prior to Admission, known by the Company
to have arisen and which may be exercised by the Lenders prior to,
on or following Admission and which has not been waived irrevocably
and unconditionally by the Lenders prior to Admission;
(vii) no person being required to make a mandatory offer for the
Company under rule 9 of the Takeover Code prior to Admission;
and
(viii) Admission becoming effective on or before 8.00 a.m. on 25
January 2011 (or such later date and/or time as the Company and
Westbrook Investco may agree, being no later than 8.00 a.m. on 11
February 2011).
Westbrook Investco may terminate its obligations under the
Placing and Open Offer Agreement if any of the conditions to the
agreement becomes incapable of being fulfilled.
Under the Placing and Open Offer Agreement, the Company has
granted, if Admission does not take place, a right to Westbrook
Investco to take up to 50 per cent. of any equity capital
fundraising or non-equity capital fundraising undertaken by the
Group during the twelve months following the date of the Placing
and Open Offer Agreement. The Company has also given an undertaking
not to issue any further Ordinary Shares from the date of the
Placing and Open Offer Agreement to the date falling 180 days after
Admission, subject to certain limited exceptions.
It is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence by 8.00 a.m. on
25 January 2011.
7.3 Overseas Shareholders
It is the responsibility of any person receiving a copy of the
Prospectus, the Basic Entitlements, the Excess CREST Open Offer
Entitlements and/or any Application Form outside the United Kingdom
to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant territory in connection
therewith, including obtaining any governmental or other consents
which may be required or observing any other formalities required
to be observed in such territory and paying any other issue,
transfer or other taxes due in such other territory. Such persons
should consult their professional advisers as to whether they
require any government or other consents or need to observe any
other formalities to enable them to take up their rights. Persons
(including, without limitation, nominees and trustees) receiving
the Prospectus, the Basic Entitlements, the Excess CREST Open Offer
Entitlements and/or any Application Form should not, in connection
with the Proposals, distribute or send it into any jurisdiction
when to do so would, or might contravene local securities laws or
regulations.
7.4 Irrevocable undertakings
The Company has received irrevocable undertakings from Rugby BVI
(Holdings) Limited and the Directors to vote in favour of the
Resolutions to be proposed at the General Meeting.
7.5. Financial impact of the Placing and Open Offer
A pro forma statement of net assets and income statement
illustrating the effect of the Placing and Open Offer on the
Company's audited net assets and income as at 31 March 2010, as if
they had been undertaken at that date, is set out in Part 8 of the
Prospectus. This information is unaudited and has been prepared for
illustrative purposes only. It shows that net proceeds from the
Placing and Open Offer of approximately GBP35.06 million would have
led to a positive movement in the pro forma net assets and income
statement of the Company.
8. The Takeover Code
The Waiver Resolution to be proposed at the General Meeting,
which will be taken on a poll of Shareholders, deals with the grant
to Westbrook Investco by the Takeover Panel of a conditional waiver
of Rule 9 of the Takeover Code, relating to the Placing and Open
Offer (the "Waiver").
Under Rule 9 of the Takeover Code, when any person acquires,
whether by a series of transactions over a period of time or not,
an interest in shares (as defined in the Takeover Code) which
(taken together with shares in which he and persons acting in
concert with him are interested) carry 30 per cent. or more of the
voting rights of a company subject to the Takeover Code that person
is normally required to make a general offer to all of the
company's shareholders to acquire the remaining shares in that
company not held by him.
Similarly, when any person, together with persons acting in
concert with him, is interested in shares which in aggregate carry
not less than 30 per cent. of the voting rights of a company, but
does not hold shares carrying more than 50 per cent. of the voting
rights of the company, a general offer is required if any further
interest in shares is acquired by any such person, or persons
acting in concert with him.
An offer under Rule 9 must be in cash and at the highest price
paid by the person required to make the offer, or any person acting
in concert with him, for any interest in shares acquired during the
12 months prior to the announcement of the offer.
Effect of the implementation of the Proposals
As at the date of the Prospectus Westbrook Investco does not
have an interest in any Existing Ordinary Shares other than
pursuant to the Placing and Open Offer Agreement.
Westbrook Investco's maximum holding in the Company following
Admission will be 357,700,006 Ordinary Shares representing
approximately 74.49 per cent. of the Enlarged Issued Share
Capital.
Depending on the extent to which Qualifying Shareholders apply
for Open Offer Shares, Westbrook Investco, following Admission will
hold at least 50 per cent. plus one Ordinary Share of the Company's
voting share capital and will therefore be able to increase its
shareholding further without incurring an obligation under Rule 9
of the Takeover Code to make a general offer.
The Takeover Panel has agreed, subject to the passing of the
Waiver Resolution at the General Meeting on a poll by Shareholders,
to waive the obligation of Westbrook Investco to make a general
offer to Shareholders under Rule 9 of the Takeover Code that would
otherwise arise as a result of the implementation of the
Proposals.
Other matters to be considered by Shareholders
The Waiver will be invalid if Westbrook Investco purchases
Ordinary Shares in the period between the date of the Prospectus
and the General Meeting. Westbrook Investco has undertaken that it
will not make any such purchase.
The Directors believe that, for the reasons set out above, the
Waiver is necessary in order to secure the New Issue. The Directors
have also been informed that Westbrook Investco is not prepared to
make an offer to the holders of all of the Ordinary Shares and is
only prepared to provide funds via the Placing if the Waiver is
granted and the Waiver Resolution passed.
The maximum interest of Westbrook Investco subsequent to the
Proposals is set out below:
Percentage
of
Aggregate Enlarged
number of Issued
Percentage Ordinary Share
of Existing Shares held Capital
Number of Ordinary by Westbrook Enlarged held by
Ordinary Share Investco on Issued Share Westbrook
Shares Capital Admission Capital Investco
Existing
Ordinary
Shares - - - - -
Minimum
number of
New
Ordinary
Shares to
be issued
to
Westbrook
Investco 50 (plus 1
under the Ordinary
Placing - - 240,100,005 480,200,008 Share)
Maximum
number of
New
Ordinary
Shares to
be issued
to
Westbrook
Investco
under the
Placing(i) - - 357,700,006 480,200,008 74.49
Note (i) assuming no Qualifying Shareholders take up their Basic
Entitlements
9. Audited results for the period from 1 March 2006 to 31 March
2007 and the three years ended 31 March 2008, 31 March 2009 and 31
March 2010
The following information summarises the trading record of the
Group since incorporation. This audited information has been
prepared in accordance with IFRS and has been extracted without
material adjustment from the audited consolidated financial
statements of the Company for the period from 1 March 2006 to 31
March 2007 and the three years ended 31 March 2008, 31 March 2009
and 31 March 2010.
Period Year
ended 31 ended 31 Year ended Year ended
March March 31 March 31 March
2007 2008 2009 2010
GBP'000 GBP'000 GBP'000 GBP'000
IFRS IFRS IFRS IFRS
(audited) (audited) (audited) (audited)
Rent income 3,688 15,363 14,289 14,510
Net income 6,897 18,177 18,222 17,743
Operating (loss)/profit 3,930 1,062 (67,736) 32,123
Profit/(loss) on
ordinary activities
before taxation 3,723 (33,923) (92,122) 21,074
Retained profit/(loss)
for the period/year 3,692 (34,089) (92,297) 20,993
(Loss)/earnings
per share on
profit
attributable to
Shareholders - 3.01p (27.83)p (75.34)p 17.14p
Basic - Diluted 2.98p (27.83)p (75.34)p 17.14p
Net (liability)/asset
value 120,229 84,915 (7,382) 13,611
Net asset value 98.15p 69.32p (6.03)p 11.11p
per share 98.16p 69.32p (6.03)p 11.11p
- Basic
- Diluted
10. General Meeting
Shareholders will find set out at the end of the Prospectus a
notice convening a general meeting of the Company to be held at
10.30 a.m. on 7 January 2011 at the offices of the Company at No. 1
Le Truchot, St. Peter Port, Guernsey GY1 3JX.
At the General Meeting, the Waiver Resolution and the Share
Capital Resolution will, if passed, approve the Waiver and increase
the Company's authorised issued share capital from GBP2,000,000 to
GBP6,000 000.
To be passed, the Waiver Resolution requires a majority of more
than 50 per cent. of the Shareholders voting, in person or by
proxy, in favour. The Waiver Resolution, in compliance with the
Takeover Code, will be taken on a poll of Shareholders, present in
person or by proxy, voting at the General Meeting.
To be passed, the Share Capital Resolution requires, on a show
of hands, a majority of more than 50 per cent. of the Shareholders
voting, in person or by proxy, in favour at the General Meeting. If
the Share Capital Resolution is taken on a poll of Shareholders,
more than 50 per cent. of the total voting rights of members voting
in person or by proxy must be cast in favour.
Implementation of the Placing and Open Offer is conditional,
among other things, on Shareholders passing the Resolutions being
proposed at the General Meeting. If Shareholders do not pass the
Resolutions, the Placing and Open Offer will not proceed.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date for entitlement to participate 5.00 p.m. 9 December
in the Open Offer 2010
Announcement of the Open Offer 14 December 2010
Publication and posting of the Prospectus, 14 December 2010
Application Form and Form of Proxy
Expected date that Existing Ordinary Shares 15 December 2010
will be marked Ex-entitlement
Basic Entitlements credited to CREST stock 15 December 2010
accounts for Qualifying
CREST Shareholders
Recommended latest time for requesting withdrawal 4.30 p.m. on 24 December
of Basic Entitlements from CREST 2010
Latest time for depositing Basic Entitlements 3.00 p.m. on 29 December
into CREST 2010
Latest time and date for splitting of Application 3.00 p.m. on 30 December
Forms(to satisfy bona fide market claims 2010
only)
Latest time and date for receipt of completed 11.00 a.m. on 4 January
Application Forms and payment in full in 2011
respect of Basic Entitlements under the Open
Offer or settlement of the relevant CREST
instruction (as applicable)
Latest time for return of Form of Proxy 10.30 a.m. on 5 January
2011
Announcement of number of Open Offer Shares 7.00 a.m. on 5 January
applied for in respect of Basic Entitlements 2011
and number of Excess Shares available pursuant
to Excess Application Facility
General Meeting 10.30 a.m. on 7 January
2011
Excess Application Forms available 7 January 2011
Excess CREST Open Offer Entitlements credited 7 January 2011
to CREST stock
accounts for Qualifying CREST Shareholders
Recommended latest time for requesting withdrawal 4.30 p.m. on 17 January
of Excess CREST Open Offer Entitlements from 2011
CREST
Latest time for depositing Excess CREST Open 3.00 p.m. on 18 January
Offer Entitlements 2011
into CREST
Latest time and date for receipt of completed or 11.00 a.m. on 21 January
Excess Application Forms and payment in full in 2011
respect of Excess Shares under the Excess
Application Facility or settlement of the relevant
CREST instructions (as applicable) for Excess
Shares
Announcement of the final results of the 24 January 2011
Placing and Open Offer
Admission and dealings in New Ordinary Shares 8.00 a.m. on 25 January
to commence 2011
CREST member's accounts to be credited in 25 January 2011
respect of New Ordinary Shares in uncertificated
form
Definitive share certificates despatched by 1 February 2011
for New Ordinary Shares in
certificated form
The dates set out in the expected timetable of principal events
above may be adjusted by the Company (in consultation with
Fairfax), in which event details of the new dates will be notified
to the London Stock Exchange and, where appropriate, to
Shareholders.
DEFINITIONS
The following definitions apply throughout this announcement,
unless the context otherwise requires:
"1985 Act" the UK Companies Act 1985 (as amended);
"Admission" the admission of the New Ordinary
Shares to trading on AIM becoming
effective in accordance with the
AIM Rules;
"Administrator" Elysium Fund Management Limited;
"AIM" AIM, the market of that name operated
by London Stock Exchange;
"AIM Rules" the AIM rules for companies published
by London Stock Exchange;
"Amendment Agreement" means the agreement dated the date
of the Placing and Open Offer Agreement
hereof amending the terms of the
Facility Agreement;
"Application Form" the Basic Application Form and,
if applicable, the Excess Application
Form;
"Articles" or "Articles the articles of incorporation of
of Incorporation" the Company;
"Basic Entitlement" the pro rata entitlement of Qualifying
Shareholders to subscribe for 292
Open Offer Share(s) for every 100
Existing Ordinary Shares registered
in their name as at the Record Date;
"Basic Application Form" the application form accompanying
the Prospectus or which otherwise
may be delivered by the Company
to Qualifying non-CREST Shareholders
on which Qualifying non-CREST Shareholders
may apply for their Basic Entitlement
under the Open Offer;
"Board" or "Directors" the directors of the Company as
at the date of the Prospectus, including
a duly constituted committee of
the directors;
"Business Day" a day (other than Saturday or Sunday
or a bank holiday) on which banks
are generally open for normal banking
business in the City of London;
"Capita Registrars" a trading name of Capita Registrars
Limited;
"CB Richard Ellis" CB Richard Ellis Limited;
"certificated" or "in in relation to an Ordinary Share,
certificated form" title to which is recorded in the
relevant register of Ordinary Shares
as being held in certificated from
(that is, not in CREST);
"Companies Laws" the Companies (Guernsey) Law 2008,
as amended;
"Company" or "O Twelve" O Twelve Estates Limited, an authorised
closed-ended investment scheme,
incorporated and registered in Guernsey
as a company with liability limited
by shares, with number 44444;
"Conditional Placing" the conditional placing of the Open
Offer Shares by the Company to Westbrook
Investco pursuant to the Placing
and Open Offer Agreement, subject
to clawback to satisfy valid applications
made by Qualifying Shareholders
under the Open Offer;
"Costs Agreement" the costs agreement dated 19 April
2010 between the Company (1) and
Westbrook Acquisitions LLC (2),
a summary of which is set out in
paragraph 14.1.6 of Part 11 of the
Prospectus;
"CREST" the system for the paperless settlement
of trades in securities and the
holding of uncertificated securities
in accordance with the CREST Regulations;
"CREST Regulations" the Uncertificated Securities Regulations
2001 (SI 2001 No. 3755), as amended
from time to time;
"Disclosure and Transparency the disclosure and transparency
Rules" rules of the FSA;
"Enlarged Issued Share the issued ordinary share capital
Capital" of the Company immediately following
Admission;
"Euroclear" Euroclear UK & Ireland Limited;
"Excess Application Facility" the arrangement pursuant to which
Qualifying Shareholders who apply
for their full Basic Entitlement
may apply in excess of their Basic
Entitlements for Open Offer Shares
(if any) in respect of which valid
applications have not been received
from other Qualifying Shareholders
in accordance with the terms and
conditions of the Open Offer;
"Excess Application Form" the application form which Qualifying
non-CREST Shareholders may request
if, following the Excess Shares
Announcement, they wish to apply
for Excess Shares under the Excess
Application Facility (if any);
"Excess CREST Open Offer in respect of each Qualifying CREST
Entitlements" Shareholders, the entitlement (in
addition to their Basic Entitlement)
to apply for Open Offer Shares,
credited to their stock account
in CREST, pursuant to the Excess
Application Facility;
"Excess Shares" Open Offer Shares which are not
the subject of valid applications
in respect of Basic Entitlements
and which are to be offered to Qualifying
Shareholders who apply for their
full Basic Entitlement and are then
entitled to be offered Excess Shares
under the Excess Application Facility;
"Excess Shares Announcement" the announcement of the number of
Open Offer Shares applied for in
respect of Basic Entitlements and
the number of Excess Shares available
pursuant to the Excess Application
Facility;
"Excluded Jurisdictions" Canada, Australia, Japan, the Republic
of South Africa and New Zealand;
"Ex-entitlement Date" 15 December 2010;
"Existing Ordinary Shares" the 122,500,002 Ordinary Shares
in issue at the date of the Prospectus;
"Facility" the debt facility made available
to the Group under the Facility
Agreement by the Lenders;
"Facility Agreement" the facility agreement between O
Twelve NBS Limited and Nationwide;
"Fairfax" or "Broker" Fairfax I.S. PLC;
"Form of Proxy" the form of proxy sent to Shareholders
with the Prospectus for use in connection
with the General Meeting;
"FSA" the Financial Services Authority
of the UK in its capacity as the
competent authority for the purposes
of FSMA;
"FSMA" the Financial Services and Markets
Act 2000;
"General Meeting" the General Meeting of the Company
convened for 10.30a.m. on 7 January
2011 (or any adjournment of it)
to approve the Resolutions, notice
of which is set out at the end of
the Prospectus;
"Gross Property Asset the aggregated asset value of the
Value" or "GPAV" Group attributable to (i) in the
case of real estate interests held
through joint ventures or similar
arrangements, the Group's proportionate
share of the Market Value of the
underlying real estate, and (ii)
in the case of real estate held
directly or through single purpose
vehicles solely by a member of the
Group, the aggregate Market Value
of such real estate, in each case,
before deduction of any liabilities
of the Group as determined by the
most recent valuation of the Group's
real estate portfolio undertaken
by the Valuers, as may be adjusted
for any subsequent disposals or
acquisitions;
"Group" the Company and its wholly owned
subsidiaries from time to time;
"Guernsey Law" the laws of the Bailiwick of Guernsey;
"International Financial International Financial Reporting
Reporting Standards" Standards maintained by the International
or "IFRS" Accounting Standards Board (IASB)
and which are in force from time
to time, as adopted by the European
Union;
"Issue Price" 10.5 pence per New Ordinary Share;
"Laws" where used in paragraph 7 of Part
11 means every Act, Order in Council,
Ordinance, or Statutory Instrument
for the time being in force concerning
companies registered in Guernsey
and affecting the Company (including,
for the avoidance of doubt, the
Companies Laws) in each case as
amended extended or replaced and
any ordinance, statutory instrument
or regulation made thereunder;
"Lenders" Nationwide and the other financial
institutions forming part of the
lending syndicate pursuant to the
Facility Agreement;
"LIBOR" The British Bankers' Association
Interest Settlement Rate for Sterling
for the relevant period, displayed
on the appropriate page of the Reuters
screen, or if unavailable another
name or screen as agreed between
the parties to the agreement;
"London Stock Exchange" London Stock Exchange plc;
or "LSE"
"LTV" loan to value;
"Management Team" David Tye, Andrew Wilson, Stephen
Jones, Roger Montaut, James Fletcher
and support staff;
"Market Value" in relation to any real estate interest
of the Group, the fair market value
of the underlying real estate as
determined by the Valuers from time
to time;
"Member State" a sovereign state which is a member
of the European Union;
"Nationwide" Nationwide Building Society;
"NAV" or "Net Asset Value" the value of the assets of the Group
less its liabilities, determined
in accordance with the accounting
principles adopted by the Group
from time to time or, as the context
requires, the net asset value per
Ordinary Share calculated in accordance
with the Company's accounting policies;
"NAV per Ordinary Share" the fully diluted net assets per
or "Net Asset Value per Ordinary Share of the Company as
Ordinary Share" shown in the audited consolidated
annual accounts of the Group from
time to time;
"New Issue" the issue of the New Ordinary Shares
pursuant to the Placing and Open
Offer;
"New Ordinary Shares" the Open Offer Shares together with
the Top Up Issue Shares (if any);
"Notice of General Meeting" the notice convening the General
Meeting set out in the Prospectus;
"Official List" the Official List of the UK Listing
Authority;
"Open Offer" the offer, including the offer of
Excess Shares, contained in the
Prospectus to Qualifying Shareholders
inviting them to apply to subscribe
for the Open Offer Shares at the
Issue Price on the terms and subject
to the conditions set out in Part
5 of the Prospectus and where applicable,
in a relevant Application Form,
which offer maybe reduced pursuant
to the Top Up Issue including the
offer of Excess Shares;
"Open Offer Shares" up to 357,700,006 new Ordinary Shares
to be offered to Qualifying Shareholders
by the Company as referred to in
the Prospectus which number shall
be reduced if the Company is required
to implement the Top Up Issue;
"Ordinary Shares" fully paid ordinary shares of 1
pence each in the capital of the
Company;
"Overseas Shareholders" holders of Ordinary Shares with
registered addresses outside the
United Kingdom or who are citizens
of, incorporated in, registered
in or otherwise resident in, countries
outside the United Kingdom;
"Placing" the Conditional Placing together
with, if required, the Top Up Issue;
"Placing and Open Offer" the Placing and the Open Offer;
"Placing and Open Offer the conditional agreement dated
Agreement" 14 December 2010 between the Company,
Fairfax and Westbrook Investco relating
to the Placing and Open Offer;
"Property Adviser" or Rugby Asset Management Limited,
"Rugby Asset Management" a company incorporated and registered
in England and Wales under number
3816555, and a wholly-owned subsidiary
of Rugby Estates;
"Property Adviser Agreement" the property advisory agreement
dated 22 March 2006 (as amended,
varied and restated from time to
time between the Company and the
Property Adviser pursuant to which
the Property Adviser provides certain
property advisory services to certain
members of the Group;
"Property Portfolio" the property assets owned by the
Group;
"Proposals" the New Issue and the Waiver each
as described in the Prospectus;
"Prospectus" the prospectus published by the
Company dated 14 December 2010;
"Prospectus Rules" the rules made for the purposes
of Part VI of FSMA in relation to
offers of securities to the public
and admission of securities to trading
on a regulated market;
"Qualifying CREST Shareholders" Qualifying Shareholders whose Ordinary
Shares on the register of members
of the Company on the Record Date
are in uncertificated form;
"Qualifying non-CREST Qualifying Shareholders whose Ordinary
Shareholders" Shares on the register of members
of the Company on the Record Date
are in certificated form;
"Qualifying Shareholders" holders of Ordinary Shares on the
register of members of the Company
on the Record Date;
"Record Date" the record date for the Open Offer,
being 5 p.m. on 9 December 2010;
"Reduction Right" the right reserved to the Company
to reduce the total number of Open
Offer Shares and consequently, the
pro rata reduction in the number
of Open Offer Shares comprised in
valid applications made by Qualifying
Shareholders under the Open Offer
(including under the Excess Application
Facility), to satisfy the Top Up
Issue Condition;
"Regulatory Information a service authorised by the LSE
Service" for the distribution to the public
company announcements;
"Relationship Agreement" the agreement dated 14 December
2010 between Westbrook Investco
and the Company governing certain
matters between them;
"Resolutions" together the Share Capital Resolution
and the Waiver Resolution;
"Rugby Estates" Rugby Estates Plc, a company incorporated
under the 1985 Act, registered and
domiciled in England and Wales on
29 July 1999 under number 2548935;
"Securities Act" the United States Securities Act
of 1933, as amended;
"Share Capital Resolution" the ordinary resolution to be proposed
at the General Meeting to increase
the Company's authorised issued
share capital from GBP2,000,000
to GBP6,000,000;
"Shareholder" a person recorded as a holder of
Ordinary Shares in the Company's
register of members;
"stock account" an account within a member account
in CREST to which a holding of a
particular share or other security
in CREST is credited;
"subsidiary" a subsidiary as defined in section
736(1) of the 1985 Act, any interest
in a Guernsey unit trust or an English
limited partnership;
"Takeover Code" the UK City Code on Takeovers and
Mergers;
"Takeover Panel" the Panel on Takeovers and Mergers;
"Target Area" the London Boroughs of Enfield,
Haringey, Waltham Forest, Hackney,
Tower Hamlets, Redbridge, Newham,
Barking, Havering, Greenwich and
Bexley; the county of Essex; such
part of Kent as is bounded by Greater
London, the A20, the A28 to Margate
and the Thames Estuary; and such
part of Hertfordshire bounded by
Greater London, the A1(M), the A507,
the A10, the A120 and the county
of Essex;
"Thames Gateway" the UK's largest regeneration programme,
stretching for 40 miles along the
Thames Estuary from the London Docklands
to Southend in Essex and Sheerness
in Kent;
"Top Up Issue" the placing of the Top Up Issue
Shares (if any) with Westbrook Investco
pursuant to the Placing and Open
Offer Agreement to take place (if
required) immediately prior to and
conditional upon Admission;
"Top Up Issue Condition" one of the conditions of the New
Issue, being the right of Westbrook
Investco to hold a minimum of 50
per cent. of the Enlarged Issued
Share Capital plus one Ordinary
Share;
"Top Up Issue Shares" such number of new Ordinary Shares
(if any) as are required to be placed
with Westbrook Investco to ensure
that, taking into account the Open
Offer Shares to be placed with Westbrook
Investco pursuant to the Conditional
Placing following clawback to satisfy
valid applications under the Open
Offer, Westbrook Investco holds
a minimum of 50 per cent. of the
Enlarged Issued Share Capital plus
one Ordinary Share, and on the basis
that the Open Offer Shares to be
offered to Qualifying Shareholders
pursuant to the Open Offer shall
be reduced by such number of top
up issue new Ordinary Shares;
"UK Listing Authority" the FSA acting in its capacity as
or "UKLA" the competent authority for the
purposes of Part VI of the FSMA;
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland, its territories
and dependencies;
"uncertificated" or "in an Ordinary Share recorded on the
uncertificated form" Company's share register as being
held in uncertificated form in CREST
and title to which, by virtue of
the CREST Regulations, may be transferred
by means of CREST;
"US" or "United States" the United States of America, its
territories and possessions, any
state of the United States and the
District of Columbia;
"Valuation Report" the valuation report prepared by
CB Richard Ellis Limited included
at Part 10 of the Prospectus;
"Valuer" CB Richard Ellis Limited or such
other firm as the Directors may
appoint from time to time;
"VAT" value added tax;
"Waiver" the waiver by the Takeover Panel
of Rule 9 of the Takeover Code as
described in Part 4 of the Prospectus;
"Waiver Resolution" the resolution contained in the
notice of General Meeting approving
the Waiver for the purposes of Rule
9 of the Takeover Code; and
"Westbrook Investco" VIII Investment UK S.a.r.l., a Luxembourg
private limited company (societe
a responsabilite limitee), incorporated
on 15 December 2006, under registered
number B 122.937, whose registered
office is at 33 avenue Monterey,
L-2163 Luxembourg.
IMPORTANT NOTICES
Overseas Shareholders
Subject to certain exceptions, neither this announcement, the
Basic Entitlements, the Excess CREST Open Offer Entitlements nor
any Application Form constitutes an offer to sell or the
solicitation of an offer to buy New Ordinary Shares or any
entitlements under the Open Offer in the United States (as defined
in Regulation S of the Securities Act).
None of the New Ordinary Shares, the Basic Entitlements, the
Excess CREST Open Offer Entitlements nor any Application Form have
been, or will be, registered under the Securities Act or under the
securities legislation of any state or other jurisdiction of the
United States. None of the Basic Entitlements, the Excess CREST
Open Offer Entitlements any Application Form nor the New Ordinary
Shares may be taken up or delivered in, into or within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with state securities laws. Application Forms are
not being posted to any person in the United States and no Basic
Entitlements or Excess CREST Open Offer Entitlements will be
credited to a stock or share account of any person in the United
States.
Neither the Basic Entitlements, the Excess CREST Open Offer
Entitlements nor any Application Form, have been or will be,
registered under the relevant laws of any state, province or
territory of any of the Excluded Jurisdictions. Subject to certain
limited exceptions (i) none of the Basic Entitlements, the Excess
CREST Open Offer Entitlements, any Application Form nor the New
Ordinary Shares may be taken up or delivered in, into or within any
of the Excluded Jurisdictions, (ii) Application Forms are not being
posted to any person in any of the Excluded Jurisdictions and (iii)
no Basic Entitlements or Excess CREST Open Offer Entitlements will
be credited to a stock account of any person in any of the Excluded
Jurisdictions.
The attention of Overseas Shareholders and other recipients of
this announcement who are residents or citizens of any country
other than the United Kingdom or who have a contractual or other
legal obligation to forward this announcement, the Form of Proxy
or, where relevant, any Application Form to a jurisdiction outside
the United Kingdom (including without limitation custodians,
nominees and trustees) is drawn to paragraph 18 of Part 11 of the
Prospectus.
It is the responsibility of any person receiving a copy of this
announcement, the Basic Entitlements, the Excess CREST Open Offer
Entitlements and/or any Application Form outside the United Kingdom
to satisfy himself as to the full observance of the laws and
regulatory requirements of the relevant territory in connection
therewith, including obtaining any governmental or other consents
which may be required or observing any other formalities required
to be observed in such territory and paying any other issue,
transfer or other taxes due in such other territory. Persons
(including, without limitation, nominees and trustees) receiving
this announcement, the Basic Entitlements, the Excess CREST Open
Offer Entitlements and/or any Application Form should not, in
connection with the Proposals, distribute or send it into any
jurisdiction when to do so would, or might contravene local
securities laws or regulations. Any person who does forward this
announcement into any such jurisdictions should draw the
recipient's attention to the contents of paragraph 18 headed
"Overseas shareholders" of Part 11 of the Prospectus.
Forward looking statements
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans",
"anticipates", "targets", "aims", "continues", "projects",
"assumes", "expects", "intends", "may", "will", "would" or
"should", or in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
all matters that are not historical facts. They appear in a number
of places throughout this announcement and include statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Group's result of operations,
financial condition, liquidity prospects, growth strategies and the
industries in which the Group operates. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. A number of factors
could cause actual results and developments to differ materially
from those expressed or implied by the forward-looking statements,
including without limitation: conditions in the markets, market
position of the Company, earnings, financial position, cash flows
return on capital, anticipated investments and capital
expenditures, changing business or other market conditions and
general economic conditions. 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 the Company's continuing obligations under the
AIM Rules, the Disclosure and Transparency Rules, the Takeover
Code, the Prospectus Rules and FSMA, the Company undertakes no
obligation to update publicly or revise any forward looking
statement whether as a result of new information, future events or
otherwise. None of these statements made in this announcement in
any way obviates the requirements of the Company to comply with the
AIM Rules, the Disclosure and Transparency Rules, the Takeover
Code, the Prospectus Rules or FSMA.
Information not contained in this announcement
No person has been authorised to give any information or to make
any representations other than those contained in this announcement
and, if given or made, such information or representations must not
be relied on as having been authorised by any member of the Group
or Fairfax or any of their respective directors, officers,
employees or agents. Subject to the AIM Rules and/or the Prospectus
Rules and/or the Disclosure Rules and Transparency Rules and/or the
Takeover Code and/or FSMA, neither the delivery of this
announcement or any Application Form nor any subscription or
acquisition made under it shall, in any circumstances, create any
implication that there has been no change in the affairs of the
Group since the date of this announcement or that the information
in it is correct as of any subsequent date.
No statement in this announcement is intended as a profit
forecast and no statement in this document should be interpreted to
mean that the earnings per Ordinary Share for the current or future
years would necessarily match or exceed the historical published
earnings per Ordinary Share.
This announcement is for information only and does not
constitute or form part of any offer or invitation to issue,
acquire or dispose of any securities or investment advice in any
jurisdiction.
Presentation of financial information
The Company publishes its financial statements in pounds
sterling ("GBP" or "sterling"). The abbreviations "GBPm" or "GBP
million" represents millions of pounds sterling, and references to
"pence" and "p" represent pence in the UK.
The financial information presented in a number of tables in
this announcement has been rounded to the nearest whole number or
the nearest decimal place. Therefore, the sum of the numbers in a
column may not conform exactly to the total figure given for that
column. In addition, certain percentages presented in the tables in
this announcement reflect calculations based upon the underlying
information prior to rounding, and, accordingly, may not conform
exactly to the percentages that would be derived if the relevant
calculations were based upon the rounded numbers.
General notice
Any reproduction or distribution of this announcement, in whole
or in part, and any disclosure of its contents or use of any
information contained in this announcement for any purpose other
than considering an investment in the New Ordinary Shares is
prohibited. By accepting delivery of this announcement, each
purchaser or offeree of the New Ordinary Shares agrees to the
foregoing.
Nothing contained in this announcement is intended to constitute
investment, legal, tax, accounting or other professional advice.
This announcement is for your information only and nothing in this
announcement is intended to endorse or recommend a particular
course of action. You should consult with an appropriate
professional for specific advice rendered on the basis of your
situation.
No incorporation of website information
The contents of the websites of the Group do not form part of
this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEKKQDKABDDOBD
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