REG - Ediston Prop Inv - Completion of Disposal of Property Portfolio

Ediston Property InvestmentAnnouncement

29/09/2023 12:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20230929:nRSc1991Oa&default-theme=true

RNS Number : 1991O  Ediston Property Inv Comp PLC  29 September 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release.

Ediston Property Investment Company plc

Completion of the Disposal of the Property Portfolio

Further to the Results of General Meeting announcement of 26 September 2023,
the Board of Ediston Property Investment Company plc (the "Company") announces
the completion, on 29 September 2023, of the sale (the "Disposal") of the
entirety of the EPIC Group's property portfolio to RI UK 1 Limited, a wholly
owned subsidiary of Realty Income, for a total gross aggregate cash
consideration of £196.8 million (comprising the headline consideration of
£200.8 million less agreed deductions of £4.0 million) (the
"Consideration").

As previously indicated, it is the intention of the Board to seek Shareholder
approval for the voluntary liquidation of the Company with the aim of
distributing the Company's net assets (which comprises of cash) to
Shareholders by the end of this calendar year, unless an appropriate corporate
opportunity is identified in the meantime which, in the view of the Board
(having consulted with key Shareholders), merits further consideration. The
Board would only recommend an alternative corporate opportunity if it
reasonably believed that such opportunity would offer Shareholders greater
benefit than a simple return of capital. In the absence of such an
opportunity, the Board intends to seek Shareholder approval for voluntary
liquidation following finalisation of the completion balance sheet in relation
to the Disposal.

In the meantime, the Company will add the cash proceeds from the Disposal to
its existing cash. Apart from a small amount held in a current account for
operating expenses, the remainder will be held in interest bearing current
accounts. £113 million will be held in a blocked account as security for the
debt facilities that have been successfully novated to the Company from the
Company's subsidiaries for a term of 6 months and otherwise on the same terms
that were in place prior to Completion. The interest earned from funds in the
blocked account will exceed the cost of servicing the debt by approximately
2.3 per cent. p.a. assuming interest rates remain at current levels.

The Board intends to maintain the current level of dividend, with monthly
dividend payments of 0.4167 pence per Ordinary Share (the first of which is
due to be paid on 29 September 2023) made to Shareholders until the proposed
liquidation date.

Should Shareholders approve the intended voluntary liquidation of the Company
on or around 31 December 2023, the estimated amount per Ordinary Share
available for distribution to Shareholders in the liquidation (taking into
account the estimated costs of liquidation, service provider termination costs
and estimated net income in the period to liquidation) is expected to be
approximately 72.0 pence, except and to the extent that any dividends are paid
in the period between today's date and the date of liquidation (inclusive of
those dates).

Capitalised terms used and not defined in this announcement have the meanings
given to them in the circular sent to Shareholders dated 8 September 2023,
which is available on the Company's website at https://www.epic-reit.com
(https://www.epic-reit.com) .

 Enquiries
 Investec Bank plc (Lead Financial Adviser and Corporate Broker)  020 7597 4000
 David Yovichic
 Denis Flanagan

 Dickson Minto Advisers                                           020 7649 6823

(Joint Financial Adviser and Sponsor)
 Douglas Armstrong

 KL Communications (PR Advisers)                                  07729 911301
 Stephanie Ross
 Ben Robinson

 

IMPORTANT NOTICES

Information regarding forward-looking statements

This announcement and any information incorporated by reference into this
announcement contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature. All statements
in this announcement other than statements of historical fact are
forward-looking statements. They are based on intentions, beliefs and/or
current expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements. Often, but not always, forward-looking statements can be
identified by the use of a date in the future or forward-looking words such as
"plans", "expects", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "believes", "targets",
"aims", "projects" or words or terms of similar substance or the negative of
those terms, as well as variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Such statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations or events that are beyond the Company's
control.

Forward-looking statements include statements regarding the intentions,
beliefs or current expectations of the Company concerning, without limitation:
(a) future capital expenditures, expenses, revenues, earnings, synergies,
economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (b) business and management strategies and the
expansion and growth of the Company's operations and assets; and (c) the
effects of global economic conditions on the Company's business.

Such forward-looking statements involve known and unknown risks and
uncertainties that could significantly affect expected results and are based
on certain key assumptions. Many factors may cause the actual results,
performance or achievements of the EPIC Group to be materially different from
any future results, performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause the actual
results, performance or achievements of the EPIC Group to differ materially
from the expectations of the EPIC Group include, amongst other things, general
business and economic conditions globally, industry and market trends,
competition, changes in government and changes in law, regulation and policy,
including in relation to taxation, interest rates and currency fluctuations,
the outcome of any litigation, the impact of any acquisitions or similar
transactions, and IT system and technology failures. Such forward-looking
statements should therefore be construed in the light of such factors.

Neither the Company nor any of its Directors, officers or advisers provides
any representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.

Forward-looking statements contained in this announcement apply only as at the
date of this announcement. Other than in accordance with its legal or
regulatory obligations (including under the Prospectus Regulation Rules, the
Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR) the
Company is not under any obligation and the Company expressly disclaims any
intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.

No profit forecast or estimate

No statement in this announcement is intended as a profit forecast or profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings, earnings per Ordinary Share or income, cash
flow from operations or free cash flow for the EPIC Group or the Company, as
appropriate, for the current or future financial years would necessarily match
or exceed the historical published earnings, earnings per Ordinary Share or
income, cash flow from operations or free cash flow for the EPIC Group or the
Company, as appropriate.

Presentation of financial information

References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p" and
"pence" are to the lawful currency of the United Kingdom.

Certain financial data has been rounded, and, as a result of this rounding,
the totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DISLLMBTMTJTBRJ