RUGB Rugby Est It

 

TIDMIRET TIDMRUGB 
 
RNS Number : 8253L 
ING UK Real Estate Income Trust Ltd 
13 May 2010 
 
                    ING UK Real Estate Income Trust Limited 
13 May 2010 
 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND 
POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO 
US PERSONS (AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE US SECURITIES ACT 
OF 1933, AS AMENDED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE A 
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
                  Recommended Offer by IRET Securities Limited 
    (a wholly owned subsidiary of ING UK Real Estate Income Trust Limited) 
                     for Rugby Estates Investment Trust plc 
 
   First closing date acceptance level and Offer declared unconditional as to 
                                  acceptances 
 
Summary 
 
The Boards of ING UK Real Estate Income Trust Limited ("ING UK RET") and IRET 
Securities Limited ("IRET Securities") announce the level of acceptances for its 
Offer for Rugby Estates Investment Trust plc ("Rugby REIT") and further announce 
that the Offer is declared unconditional as to acceptances. The Offer, including 
each of the Share Offer, the ZDP Alternative and the Cash Alternative, will 
remain open for acceptances until 1.00 pm (London time) on 26 May 2010 unless 
extended. 
 
First closing date of the Offer - levels of acceptances 
 
·    As at 1.00pm (London time) on 12 May 2010, the first closing date of the 
Offer, valid acceptances had been received in respect of 56,840,288 ordinary 
shares of 1p each ("Shares") in Rugby REIT (including in respect of 4,782,065 
Shares acquired during the Offer Period by ING UK RET), representing in total 
approximately 96.43 per cent. of the existing issued share capital of Rugby 
REIT. 
 
·    These acceptances include acceptances in respect of a total of 26,195,454 
Rugby REIT Shares, representing approximately 44.44 per cent. of the existing 
issued share capital of Rugby REIT in respect of which ING UK RET had secured 
irrevocable undertakings to accept the Offer prior to the launch of the Offer. 
 
·    The following is a summary of the elections by Rugby REIT Shareholders as 
at 1.00pm (London time) on 12 May 2010: 
 
+--------------------+-----------------------+-----------------+ 
| Consideration      |      Approximate      |Number of Rugby  | 
| election           |  percentage of Rugby  |  REIT Shares    | 
|                    | REIT existing issued  |                 | 
|                    |    share capital      |                 | 
+--------------------+-----------------------+-----------------+ 
| ING UK RET         |        18.85          |   11,110,897    | 
| Ordinary Shares    |                       |                 | 
+--------------------+-----------------------+-----------------+ 
| ZDP Shares         |        39.52          |   23,294,635    | 
+--------------------+-----------------------+-----------------+ 
| Cash               |        38.06          |   22,434,756    | 
+--------------------+-----------------------+-----------------+ 
 
·    Save as disclosed in this Announcement neither ING UK RET, IRET Securities 
nor any person acting in concert with ING UK RET or IRET Securities for the 
purposes of the Offer held any Rugby REIT shares (or rights over such shares) 
prior to 15 February 2010, the first day of the Offer Period, nor has any such 
person acquired or agreed to acquire any such shares (or rights over such 
shares) since the commencement of the Offer Period. 
 
Acceptance Condition 
 
·    The Offer is conditional upon, amongst other things, valid acceptances 
being received in respect of more than 90 per cent in nominal value of Rugby 
REIT Shares to which the offer relates, or such lesser percentage as IRET 
Securities may in its sole discretion decide, provided such percentage exceeds 
50 per cent. of the voting rights then exercisable at a general meeting of Rugby 
REIT ("Acceptance Condition"). 
 
·    As at 12 May 2010, valid acceptances representing greater than 90 per cent. 
of the voting rights exercisable at a general meeting of Rugby REIT have been 
received. Accordingly the Acceptance Condition has been satisfied and the Offer 
has become unconditional as to acceptances. 
 
Compulsory Acquisition 
 
·    As a result of IRET Securities receiving acceptances of the Offer in 
respect of more than 90 per cent. of the Shares to which the Offer relates, as 
soon as the Offer is declared unconditional in all respects IRET Securities 
intends to implement the procedures set out in sections 979 to 991 (inclusive) 
of the Companies Act 2006 to acquire compulsorily the remaining Rugby REIT 
Shares on the same terms as the Offer. 
 
Extension of the Offer 
 
·    The Offer will remain open for acceptance until 1.00 pm (London time) on 26 
May 2010 unless extended. 
 
·    The Boards of ING UK RET and IRET Securities have resolved that each the 
alternative forms of consideration set out in the Offer Document, which include 
the Share Offer, the ZDP Alternative and the Cash Alternative, will also be 
extended and will continue to be available to Rugby REIT Shareholders until 1.00 
pm (London time) on 26 May 2010. Subject to the terms and conditions of the 
Offer, Rugby REIT Shareholders may also elect for a combination of the above 
options in respect of their holding of Rugby REIT Shares. 
 
·    Shareholders who have not accepted the Offer are urged to do so without 
delay. Rugby REIT shareholders who hold their Shares in certificated form and 
want to accept the Offer should complete the Form of Acceptance and send this 
together with their share certificates to Computershare Investor Services PLC as 
set out in the Offer Document, so as to be received as soon as possible and, in 
any event, by no later than 1.00 pm (London time) on 26 May 2010. Rugby REIT 
shareholders who hold their Shares in uncertified form should ensure that an 
electronic acceptance is made through CREST so that the TTE Instruction settles 
no later than 1.00 pm (London time) on 26 May 2010, as set out in the Offer 
Document. 
 
De-listing 
 
·    Subject to any applicable requirements of the London Stock Exchange 
("LSE"), ING UK RET intends to procure that Rugby REIT makes an application to 
cancel the trading of Rugby REIT shares and the listing of Rugby REIT shares on 
the LSE. Since it has attained over 90 per cent. of the voting rights of Rugby 
REIT, it intends to proceed to de-list as soon as the Offer is declared 
unconditional in all respects. De-listing would significantly reduce the 
liquidity and marketability of Rugby REIT Shares not assented to the Offer at 
that time and the value of any such Rugby REIT Shares may be affected as a 
consequence. 
 
 
For further information: 
 
ING Real Estate Investment Management 
            Tel: 020 7767 5648 
(Investment Manager) 
Michael Morris 
 
Helen Stott 
 
ING Corporate Finance 
                        Tel: 020 7767 1000 
(Joint Financial Adviser to ING UK RET) 
William Marle 
 
John Denby 
 
J.P. Morgan Cazenove 
                       Tel: 020 7588 2828 
(Joint Financial Adviser and Broker to ING UK RET) 
William Simmonds 
 
Northern Trust 
                               Tel: 01481 745 529 
(Company Secretary) 
David Sauvarin 
 
Financial Dynamics 
                          Tel: 020 7269 7144 
(Financial PR) 
                                 / 020 7269 7261 
Dido Laurimore 
Laurence Jones 
 
 
Terms defined in the Offer Document dated 21 April 2010 have the same meaning in 
this Announcement, unless the context requires otherwise. 
 
The full terms of and conditions to the Offer are set out in the Offer Document 
and the Form of Acceptance.  In deciding whether or not to accept the Offer, 
Rugby REIT shareholders should rely solely on the information contained in, and 
follow the procedures set out in, the Offer Document and Form of Acceptance. 
THE ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN 
OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES NOR THE SOLICITATION OF ANY VOTE OR 
APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUE OR TRANSFER OF 
THE SECURITIES REFERRED TO IN THE ANNOUNCEMENT IN ANY JURISDICTION, IN 
CONTRAVENTION OF ANY APPLICABLE LAW. THE OFFER WILL BE MADE SOLELY BY MEANS OF 
THE OFFER DOCUMENT AND THE FORM OF ACCEPTANCE ACCOMPANYING THE OFFER DOCUMENT. 
If you are in any doubt about the Offer, the contents of this Announcement or 
what action you should take, you are recommended to seek your own personal 
financial advice immediately from your stockbroker, bank manager, solicitor, 
accountant or independent professional adviser duly authorised under the 
Financial Services and Markets Act 2000 if you are resident in the United 
Kingdom or, if not, from another appropriately authorised independent financial 
adviser. 
 
END 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPKKBDBFBKDPPD 
 

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