THIS ANNOUNCEMENT AND THE INFORMATION
CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN, OR INTO, THE
UNITED STATES, AUSTRALIA,
CANADA, JAPAN, NEW
ZEALAND, SOUTH AFRICA OR
ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE
INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF
SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND OR SOUTH AFRICA.
Standard Life Investments Property
income Trust Limited
(the "Company")
Proposed portfolio
acquisition and capital raising (the "Proposals")
28 September 2015
Introduction and Portfolio
The Board of the Company announces that it has entered into
non-legally binding heads of terms to acquire a portfolio of 22 UK
commercial properties (the "Portfolio") for a cash consideration of
approximately £165 million. The proposed Portfolio is
diversified by sector, tenant and region and has a similar income
and covenant profile to the Company's existing property
portfolio. The Company's investment manager believes that the
proposed Portfolio is complementary to the existing portfolio and
introduces a number of asset management opportunities that it
believes will enhance returns to shareholders. The proposed
Portfolio is also expected to enhance the Company's dividend
cover.
The proposed acquisition of the Portfolio is subject to the
completion of appropriate due diligence and valuations. It is
expected that the Portfolio would be acquired by means of the
purchase of all of the units in a Jersey Property Unit Trust which
currently holds the Portfolio.
Capital raising
The acquisition is also subject to the Company raising
additional equity and debt capital which, together with the
Company's expected available cash reserves, would be used to fund
the cash consideration and expenses of the acquisition. The
Board would intend to put in place a new debt facility for up to
£75 million in aggregate and has commenced discussions with
potential lenders in respect of these facilities. The Board
would also intend to undertake a placing of new ordinary shares at
a premium to the net asset value per share to raise up to £100
million to fund the balance of the consideration.
Consultation with Shareholders
To date the Company has not incurred any material expenses in
connection with the Proposals. The acquisition of the
Portfolio and the placing would be subject to Shareholder
approval. The Company's advisers will shortly be consulting
with larger Shareholders in the Company in respect of the
Proposals, including the level of possible demand for new ordinary
shares under the proposed placing. Subject to the outcome of
that consultation it is expected that material costs will be
incurred by the Company in the event that the Proposals do not
proceed. The Company's investment manager has agreed to make
a contribution to part of those abortive costs.
The Company will make a further announcement in due course in
relation to the Proposals. The Board notes that there is no
certainty that the Proposals will proceed. However, subject
to the outcome of the legal and due diligence processes and the
consultation with Shareholders, it is expected that a conditional
contract could be exchanged in respect of the Portfolio, and a
shareholder circular and prospectus published, within the next
couple of months and that the placing and acquisition could
complete by the end of the year.
Dick Barfield, Chairman,
commented:
"The acquisition of this portfolio of
properties identified by our investment manager presents an
excellent opportunity to further diversify and grow the Company's
property portfolio with properties which are complementary to the
existing assets and introduce a number of asset management
initiatives to enhance portfolio returns. The acquisition
would strengthen the Company's dividend cover and following a
successful placing of new shares the liquidity in the Company
shares should increase and make the Company more attractive to a
wider audience of investors. Whilst the transaction is at an
early stage and remains subject to a number of conditions, we very
much hope that shareholders will support the Proposals, including
the proposed equity fund raising."
All enquiries:
Jason
Baggaley/Gordon Humphries,
Standard Life Investments
Tel: 0131 245 2833/0131 245 2735
Graeme
Caton, Winterflood Investment Trusts
Tel: 020 3100 0268
Douglas
Armstrong, Dickson Minto
W.S.
Tel: 020 7649 6823
Winterflood Securities Limited, which is authorised and
regulated by the Financial Conduct Authority, is acting for the
Company and for no-one else in connection with the Proposals and
will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Winterflood
Securities Limited, or for affording advice in relation to the
Proposals.
Dickson Minto W.S., which is
authorised and regulated by the Financial Conduct Authority, is
acting for the Company and for no-one else in connection with the
Proposals and will not be responsible to anyone other than the
Company for providing the protections afforded to clients of
Dickson Minto W.S., or for affording
advice in relation to the contents of the Proposals.