Statement re EGM Requisition
24 Mayo 2007 - 4:34AM
UK Regulatory
RNS Number:1578X
UK Balanced Property Trust Ltd(The)
24 May 2007
NOT FOR RELEASE OR PUBLICATION IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA,
CANADA OR JAPAN, OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THE UK BALANCED PROPERTY TRUST LIMITED
(Registered in Guernsey - Number 39171)
Registered Office:
C/o BUTTERFIELD FUND SERVICES (GUERNSEY) LIMITED
P.O. BOX 211, REGENCY COURT, GLATEGNY ESPLANADE, ST. PETER PORT,
GUERNSEY, GY1 3NQ, CHANNEL ISLANDS.
___________________________
TELEPHONE: + 44 1481 720321
FACSIMILE: + 44 1481 716117
e-mail: Funds@bfmgl.gg
Immediate Announcement
24 May 2007
THE UK BALANCED PROPERTY TRUST LIMITED (the "Company")
INITIAL RESPONSE OF THE INDEPENDENT DIRECTORS TO THE
SCOTTISH WIDOWS PROPOSAL
________________________________________
THE INDEPENDENT DIRECTORS BELIEVE THAT THE SCOTTISH WIDOWS PROPOSAL UNDERVALUES
THE COMPANY
SHAREHOLDERS SHOULD NOTE THAT THE SCOTTISH WIDOWS PROPOSAL IS NOT A TAKEOVER BID
SHAREHOLDERS SHOULD ALSO NOTE THAT THERE IS NOT A CERTAIN OFFER PRICE
The Directors of the Company (all of whom are entirely independent) have set out
below their initial response to the Scottish Widows Proposal announced on 18 May
2007. The Independent Directors intend to meet with the directors of Scottish
Widows Unit Funds Limited to clarify its proposal before publishing a circular
to the shareholders of the Company setting out their full response.
In the meantime the Independent Directors urge shareholders to take no further
action until they receive the Company's circular.
* Shareholders should note that the Scottish Widows Proposal
is not a takeover bid and is structured to avoid the requirements of the
Takeover Code. Shareholders will not benefit from the protections
provided under the Takeover Code.
* Shareholders should note that the Takeover Panel has
confirmed that the proposed directors nominated by Scottish Widows
are "acting in concert" with Scottish Widows.
* Shareholders should note that the directors nominated by
Scottish Widows have stated that they will support the Scottish Widows
Proposal and have not stated that they will consider any
other proposals.
* The Independent Directors therefore question the ability
or willingness of the Scottish Widows nominated directors to
negotiate independently with Scottish Widows for the benefit of
all shareholders.
* The Independent Directors will consider proposals that
provide a cash exit for shareholders.
* The Independent Directors will continue to act in the best
interests of all shareholders.
* Shareholders should note that Jim McConville, chairman of
Scottish Widows Unit Funds Limited, stated that "This
(The Scottish Widows Proposal) is about making the right
investment decisions in the best interests of our policyholders".
- not the Company's shareholders.
THE SCOTTISH WIDOWS PROPOSAL UNDERVALUES THE COMPANY
* The Independent Directors believe that the Scottish
Widows' offer price undervalues the Company.
* Scottish Widows is only offering shareholders net asset
value or below.
* The Company has received initial estimates from independent real
estate brokers that show that the property assets of the
Company held in its subsidiary could be sold for an aggregate
consideration in excess of valuation.
* It would cost Scottish Widows 5.75% (approximately #25 million) to
acquire commercial property of the same value as the gross asset
value of the Company (based on industry standard acquisition costs
and stamp duty land tax of 4%).
* Scottish Widows' expenses in buying the Company (assuming it
acquires 100% and based on its costs contribution of #1.5 million)
amount to only 0.35% of the gross asset value of the Company.
* The Independent Directors will continue to act in the best
interests of all shareholders in negotiating a higher offer from
Scottish Widows or other parties.
THE SCOTTISH WIDOWS OFFER PRICE IS UNCERTAIN
* Scottish Widows' offer price is based on "terminal asset
value" which is expected to be at or below net asset
value.
* "Terminal asset value" on a liquidation will have deducted
from it the costs of the listed debt issued in 2006 that have
not yet been amortised. This amount is not included in the
published net asset value calculated under IAS. The un-amortised
amount is #1.73 million (a reduction of 0.9p per share).
This was not disclosed in the announcement.
* Shareholders should note that the Scottish Widows Proposal
does not offer shareholders a certain offer price.
THE SCOTTISH WIDOWS ANNOUNCEMENT IS INCOMPLETE
* The Scottish Widows Proposals are conditional on an FSA
waiver of the FSA rules. This was not disclosed in the announcement.
* The Scottish Widows Proposals do not offer an unrestricted
choice as they are likely to force shareholders to take cash.
There will be a minimum roll-over requirement of approximately
50 million shares (i.e. 25% of the roll-over company's shares
in public hands). This was not disclosed in the announcement.
Enquiries:
Douglas Armstrong, Dickson Minto W.S.
0207 628 4455/0131 225 4455
Nigel Russell/Graeme Caton/Graham Reaves, G&N Collective Funds Services Limited
0131 226 4411
Stephanie Highett/Dido Laurimore, Financial Dynamics
020 7269 7160
Notes to Editors:
The Directors of the Company, all of whom are entirely independent, are as
follows:
Peter Harwood (Chairman), aged 59. He is an Advocate of the Royal Court of
Guernsey and has been a partner with Ozannes since 1983, specialising in the
establishment and operation of collective investment schemes. He was formerly
Chairman of TSB Bank (Channel Islands) Limited and is a non-executive director
of several listed investment funds. He was appointed as Chairman of the Guernsey
Financial Services Commission in February 2006.
Nicola Adamson, aged 48. She is qualified as a Scottish and English solicitor. A
former non-executive director of Rathbone Trust Company Jersey Limited and of
Bank of Scotland Offshore Limited, she has 20 years experience of advising and
administering substantial offshore trusts and investment companies. She is a
principal of a specialised offshore training company, Network CPD Limited, and
sits on the boards of a number of private investment companies.
Peter Le Cheminant, aged 53. He qualified as a chartered surveyor in 1979 and
has been an executive director of Martel Maides Limited, estate agents, valuers,
auctioneers and property consultants since 1988. He has over 20 years experience
in both commercial and general property matters. In 1992 he was elected a Fellow
of the Royal Institution of Chartered Surveyors and in 1999 he was admitted as a
Member of the Chartered Institute of Arbitrators. He is also a director of Close
Accelerated Return Fund and Develica Deutschland Limited.
Stephen Vernon, aged 57. He is a chartered surveyor and is the Chairman of Green
Property Limited (formerly Green Property plc), a property investment company.
Prior to his appointment as managing director of Green Property plc in 1993, he
was group managing partner of St. Quintin, a firm of chartered surveyors.
Throughout his career, he has specialised in the financing and development of
commercial property, including shopping centres, offices and industrial and
business parks.
Important Note:
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting solely for The UK Balanced Property
Trust Limited and for no one else in connection with the matters set out in this
announcement and will not regard any other person as its client or be
responsible to anyone other than The UK Balanced Property Trust Limited for
providing the protections afforded to clients of Dickson Minto W.S. or for
providing advice in relation to these matters or the contents of this
announcement. This announcement, which has been issued by The UK Balanced
Property Trust Limited, has been approved by Dickson Minto W.S. solely for the
purposes of section 21 of the Financial Services and Markets Act 2000.
This announcement does not constitute, or form part of, any offer, or
solicitation of any offer, for securities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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