REG - Ground Rents Inc Fnd - Response to possible offer

Ground Rents Income FundAnnouncement

31/01/2025 07:00

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RNS Number : 3599V  Ground Rents Income Fund PLC  31 January 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT RELATING TO A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE AND, SAVE AS SET
OUT IN VICTORIA PROPERTY'S ANNOUNCEMENT DATED 8 JANUARY 2025 (AND SUBJECT TO
THE RESERVATIONS SET OUT THEREIN), THERE CAN BE NO CERTAINTY OF THE TERMS ON
WHICH AN OFFER MAY BE MADE.

 

FOR IMMEDIATE RELEASE

 

31 January 2025

 

Ground Rents Income Fund plc ("GRIO", or the 'Company')

 

FURTHER POSSIBLE OFFER FROM VICTORIA PROPERTY

 

Further to the Company's announcement on 8 January 2025, Ground Rents Income
Fund plc announces that on 29 January 2025 it received a fourth proposal from
Victoria Property Holdings Limited ("Victoria Property"), part of Martin
Property Group, regarding a non-binding indicative cash offer by Victoria
Property to acquire the entire issued and to be issued share capital of GRIO
at a price of 37.5 pence per GRIO share (the "Latest Proposal").

 

The Latest Proposal represents an additional 3.5 pence (or an increase of
approximately 10.3%) per GRIO share, when compared to the 34 pence per GRIO
share non-binding indicative cash offer announced on 8 January 2025. This
follows three prior private, non-binding, indicative cash offer letters (of
which the last was made public), the first of which was at a price of 31 pence
per GRIO share.

 

The GRIO Board (the "Board") has fully reviewed the Latest Proposal with its
financial and legal advisers and has also taken into consideration the
feedback received from GRIO shareholders in response to the announcements made
on 8 January 2025. The Board has concluded that the Latest Proposal remains
unattractive and materially undervalues the Company and that it cannot
recommend the Latest Proposal to GRIO shareholders.  Accordingly, the Board
is unanimously rejecting the Latest Proposal.

 

Within its 29 January 2025 Latest Proposal letter, Victoria Property also
requested an extension to the Put Up or Shut Up ("PUSU") deadline and access
to due diligence information. The Board considers that there is considerable
information on GRIO's business, strategy and financial results already in the
public domain, which should enable Victoria Property to put forward a proposal
capable of recommendation, within the 28-day period set out under the UK
Takeover Code.

 

This announcement has been made by GRIO without the agreement or approval of
Victoria Property. There can be no certainty that any firm offer will be made
and, save as set out in Victoria Property's announcement dated 8 January 2025
(and subject to the reservations set out therein), there can be no certainty
of the terms on which an offer may be made.

 

Any offer for GRIO is governed by the City Code on Takeovers and Mergers (the
"Code"). In accordance with Rule 2.6(a) of the Code, Victoria Property is
required, by not later than 5.00 p.m. (UK time) on 5 February 2025, either
to announce a firm intention to make an offer for GRIO in accordance with Rule
2.7 of the Code or announce that it does not intend to make an offer for GRIO,
in which case the announcement will be treated as a statement to which Rule
2.8 of the Code applies. In accordance with Rule 2.6(c) of the Code, the 5
February 2025 deadline may be extended at the request of the GRIO Board and
with the consent of the Panel on Takeovers and Mergers (the "Panel").

 

A further announcement will be made as and when appropriate.

 

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Enquiries:

 

Schroder Real Estate Investment Management Limited

Matthew Riley / Chris Leek

020 7658 6000

 

Singer Capital Markets (Financial Adviser & Broker)

James Maxwell / Alaina Wong / Sam Butcher (Investment Banking)

Sam Greatrex (Sales)

020 7496 3000

 

Appleby Securities (Channel Islands) Limited (Sponsor)

Andrew Weaver / Michael Davies

01534 888 777

 

FTI Consulting

Richard Gotla / Oliver Parsons

0203 727 1000

 

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Notice related to financial advisers:

 

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for GRIO and no-one else in connection with
the subject matter of this announcement and will not be responsible to anyone
other than GRIO for providing the protections afforded to clients of GRIO or
for providing advice in relation to the subject matter of this announcement or
any other matter referred to in this announcement.

 

Disclosure requirements of the Code:

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of GRIO or of any securities exchange offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must contain
details of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) GRIO and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time)
on the 10th business day following the commencement of the offer period and,
if appropriate, by no later than 3.30 p.m. (London time) on the 10th business
day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of GRIO
or of a securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of GRIO or of any securities
exchange offeror must make a Dealing Disclosure if the person deals in any
relevant securities of GRIO or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) GRIO and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of GRIO or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3 of the Code.

 

Opening Position Disclosures must also be made by GRIO and by any offeror and
Dealing Disclosures must also be made by GRIO, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the
Code).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons in restricted
jurisdictions) at
www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/ground-rents-income-fund-plc/,
by no later than 12 noon (London time) on the business day immediately
following this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

 

Market abuse regulation

 

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse (Amendment) (EU Exit)
Regulations 2019. Upon the publication of this announcement, this inside
information is now considered to be in the public domain.

 

The person responsible for arranging the release of this announcement on
behalf of the Company is Matthew Riley, a member of Company Secretarial team
of the Company.

 

 

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