REG - Ediston Prop Inv - NAV, Dividend and Company Update

Ediston Property InvestmentAnnouncement

14/12/2023 13:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231214:nRSN8681Wa&default-theme=true

RNS Number : 8681W  Ediston Property Inv Comp PLC  14 December 2023

Ediston Property Investment Company plc

(LEI: 213800JRL87EGX9TUI28)

Net Asset Value ('NAV') as at 30 September 2023

Dividend and Company Update

 

Ediston Property Investment Company plc (LSE: EPIC) (the 'Company') announces
its unaudited NAV as at 30 September 2023, the declaration of an interim
dividend and an update following finalisation of the disposal of the Company's
property portfolio.

 

NAV per Share as at 30 September 2023

The unaudited NAV of the Company at 30 September 2023 was £150.83 million, or
71.37 pence per share (30 June 2023 - 80.77 pence per share).

                               Pence Per Share  £ million
 NAV at 30 June 2023           80.77            170.69
 Capital expenditure           (0.81)           (1.72)
 Disposal of portfolio         (6.48)           (13.70)
 Disposal transaction costs    (1.63)           (3.44)
 Income earned                 1.76             3.73
 Expenses & finance costs      (0.99)           (2.09)
 Dividends paid                (1.25)           (2.64)
 NAV at 30 September 2023      71.37            150.83

 

The NAV attributable to the ordinary shares has been calculated under
International Financial Reporting Standards ('IFRS'). It does not include a
provision for any accrued monthly dividend.

The figures in respect of the disposal of the portfolio (the 'Disposal') to RI
UK 1 Limited, a wholly owned subsidiary of Realty Income, reflect the agreed
headline price of £200.8 million prior to agreed and customary deductions, in
addition to the crystallisation of lease incentives. Disposal transaction
costs are presented separately in the above table and are distinct from the
£0.39 million of Strategic Review costs recognised within the June 2023 NAV.

The table presents the movement from the prior NAV as at the quarter end of 30
June 2023. By way of further information, the Company's independent valuer,
Knight Frank, completed an additional valuation of the property portfolio in
connection with the disposal transaction as at 15 August 2023. At that date,
the portfolio was valued at £207.25 million, a decline of £1.17 million from
the 30 June 2023 valuation.

With the Disposal in the process of being finalised, the Company has been
holding the cash proceeds therefrom, together with its existing cash reserves,
in interest bearing current accounts, save for a small amount which has been
held in a current account for operating expenses. £113 million of cash has
been held in a blocked account as security for the debt facilities that were
successfully novated to the Company from the Company's subsidiaries
immediately prior to completion of the Disposal. The interest earned from
funds in the blocked account has exceeded the cost of servicing the debt
facilities by approximately 2.35 per cent. on an annualised basis.
Cumulatively this will enable the Company to generate income, net of interest
costs, of approximately £660,000 over the period from the end of September to
liquidation (assuming repayment of the debt in early January 2024 prior to
liquidation of the Company shortly thereafter) in relation to the principal
loan balance of £111.1 million.

 

Declaration of Interim Dividend

Although the company is no longer a REIT and does not hold any real estate
assets, it is obligated to make a property income distribution in respect of
income collected during earlier periods. The Company therefore declares its
interim dividend payment in respect of the period from 1 to 30 November 2023
of 0.4167 pence per share (0.3329 pence of which constitutes a property income
distribution, thereby extinguishing the remaining PID reserve), as timetabled
below:

 

 Ex-Dividend Date:  21 December 2023
 Record Date:       22 December 2023
 Pay Date:          8 January 2024

 

This monthly dividend of 0.4167 pence per share equates to an annualised
dividend level of 5.00 pence per share and is unchanged from the previous
dividend declared on 1 November 2023.

With approval expected to be sought from Shareholders in January 2024 for the
voluntary liquidation of the Company (as to which see further below), it is
not anticipated that the Company will declare any further dividends. The four
PID/dividend distributions made by the Company to its shareholders over the
period from completion of the sale of the property portfolio to liquidation of
the Company are therefore expected to total 1.67 pence per Share in aggregate.

 

Company Update

The completion accounts in connection with the Disposal have been finalised
this week in accordance with the timetable set out in the sale agreement.
Accordingly, the Board is now in a position to take the necessary steps to
seek Shareholder approval for the voluntary liquidation of the Company, as
previously advised. A circular will shortly be sent to shareholders convening
a general meeting of the Company at which the requisite resolution will be put
forward to allow liquidation to take place. The resolution will be proposed as
a special resolution, meaning it will require a majority of at least 75 per
cent of votes cast to be in favour in order for it be passed.

The circular will contain full details of the liquidation proposal, including
the anticipated quantum of the distribution(s) to be made to Shareholders
pursuant to the liquidation. By way of initial guidance, and working on the
assumption that the Company enters into liquidation on 11 January 2024, it is
currently estimated that the NAV per Share as at liquidation will be no less
than 70.21 pence, with such figure to increase by an additional 0.17 pence per
Share provided the appropriate tax clearances are received as expected from
HMRC in due course. When aggregated with the four PID/dividend distributions
totalling 1.67 pence per Share paid or to be paid by the Company on or after
29 September 2023, Shareholders will thus have received back a minimum of
71.88 pence per Share in total, materially in line with the estimation made at
the time of the Disposal in September.

Shareholders will receive an initial distribution of no less than 69.0p per
Share, with the balance to be retained by the Liquidators to meet current,
future and contingent liabilities of the Company, including any outstanding
costs and expenses of the liquidation itself and potential tax liabilities.
Once the Liquidators have satisfied all the claims of creditors of the
Company and paid the costs and expenses of the liquidation and obtained tax
clearance for pre- and post-liquidation periods from HMRC, it is expected the
Liquidators will make a final distribution to Shareholders of any residual
cash. The final distribution, if any, will be at a time to be determined
solely by the Liquidators, but would be expected in the region of six to nine
months.

A further announcement will be made by the Company upon publication of the
circular, which is expected to be on or around 20 December 2023, with the
general meeting expected to be held on 11 January 2024.

Following the change in the Company's accounting reference date to 31 March
2024 the unaudited Interim Report and Accounts to 30 September 2023 will be
published prior to 31 December 2023.

 

Enquiries

David Yovichic    - Investec Bank plc
 
0207 597 6000

Calum Bruce       - Ediston Investment Services Limited
 
0131 225 5599

Susan Fadil          -
JTC
                                0203 893 1011

Ben Robinson    - Kaso Legg Communications
 
0203 995 6672

 

Stephanie Ross - Kaso Legg Communications
 
0203 995 6676

 

 

 

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014. Upon the publication of this announcement via Regulatory
Information Service, this inside information is now considered to be in the
public domain.

 

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  NAVGPGBPPUPWGPC