REG - Value & Index Prop - Circ re. Tender Offer

Value and Indexed Property Income TrustAnnouncement

02/09/2025 07:00

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RNS Number : 5535X  Value and Indexed Prop Inc Tst PLC  02 September 2025

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA OR THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO
SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL
REQUIREMENT OF SUCH JURISDICTION OR OF THE UK

 

For immediate release

                           2 September 2025

 

Value and Indexed Property Income Trust PLC (the "Company")

Legal Entity Identifier: 213800CU1PIC7GAER820

PUBLICATION OF CIRCULAR IN RELATION TO A TENDER OFFER, A MIX AND MATCH
FACILITY AND TREASURY ISSUANCE AND PROPOSALS FOR A FIXED LIFE AND DISCOUNT
CONTROL POLICY

 

The Company announces that it has today published a circular (the "Circular")
in connection with the Board's proposals for the Company to offer Shareholders
a cash exit by way of a tender offer (the "Tender Offer").  There will also
be the opportunity to buy more Shares by way of the Mix and Match Facility and
Treasury Issuance.  In addition, the Directors are proposing to fix the life
of the Company by way of an amendment to its Articles and adopt a discount
control policy (the "Future Proposals") (together, the "Proposals").

The Board believes that many Shareholders will wish to continue with their
investment in the Company unchanged (including the Directors and their
associates) but in order to deliver on its commitment to offer Shareholders an
exit opportunity the Board is proposing the Tender Offer.

The Proposals are conditional on the Company receiving the requisite
shareholder authorities at the General Meeting.  The General Meeting will be
held at 11.45 a.m. on 25 September 2025 at the offices of Dickson Minto LLP,
16 Charlotte Square, Edinburgh, EH2 4DF.  The Circular contains further
details of the Proposals, the resolutions being proposed at the General
Meeting and a notice of the General Meeting.

DETAILS OF THE TENDER OFFER

The maximum number of Shares to be acquired under the Tender Offer is
9,059,280 Shares, representing 30 per cent. of the Shares in issue as at 29
August 2025 (excluding Shares held in Treasury and those Shares held by the
Directors and their associates, which includes the Concert Party, none of whom
will be tendering their Shares). Shareholders may, if they wish, tender a
higher percentage through the excess tender facility, to the extent that there
is sufficient demand under the Mix and Match Facility and/or other
Shareholders do not take up their Basic Entitlement.

The Tender Offer will enable those Shareholders (other than Overseas Persons)
who wish to sell some or all of their Shares to elect to do so, subject to the
overall limits of the Tender Offer. Shareholders who successfully tender
Shares will receive the Tender Price of 204 pence per Share, being a 5 per
cent. discount to the 31 March NAV per Share (being 214.72 pence per Share)
which takes into account the costs of the Tender Offer and allows
Shareholders, if they wish, to realise part (or potentially all) of their
holding of Shares without any dilution to the NAV per Share for continuing
Shareholders.

Under the terms of the Tender Offer, which is being made by Shore Capital
Limited ("Shore Capital"), Shareholders (other than Overseas Persons) whose
names appear on the Register at 6.00 p.m. on 26 September 2025 will be
entitled to tender up to their Basic Entitlement, rounded down to the nearest
whole Share. Shareholders may also tender additional Shares, but any such
excess tenders above the Basic Entitlement will only be satisfied, on a pro
rata basis, to the extent that there is sufficient demand under the Mix and
Match Facility and/or other Shareholders tender less than their aggregate
Basic Entitlement.

The number of Shares available under the Mix and Match Facility will depend on
the number of Shares tendered under the Tender Offer.

The Board also intends to issue the Shares currently held in Treasury, at the
Tender Price up to an aggregate limit of 3,300,000 Shares (being approximately
£6.7 million in consideration), if there is demand, first to existing
Shareholders and then new investors.

The Tender Offer is subject to the terms and conditions set out in the
Circular. The Tender Offer may also be terminated in certain circumstances as
set out in the Circular.

DETAILS OF THE FUTURE PROPOSALS

As previously announced, the Board has also determined that it would be in the
best interests of Shareholders as a whole to introduce an obligation on the
Directors to propose a resolution to wind up the Company or other such form of
exit proposal provided any such proposal has as its objective the
discontinuation of the Company at a general meeting to be held on or prior to
31 March 2033.  This coincides with the expiry of the Company's current fixed
rate loan and the Company will not take out any further loans with an expiry
date after 31 March 2033.

The Board, therefore, also intends to propose, at the General Meeting, an
amendment to the Company's Articles to introduce this obligation and provide
shareholders with a guaranteed exit opportunity.

In addition the Board would, after the completion of the Proposed Tender
Offer, adopt a discount control policy which would aim to keep the Company's
share price discount to net asset value between 0 per cent. and 10 per cent.
in normal circumstances at the Director's discretion.

Should the Company's shares trade at a premium to NAV, the Company would aim
to issue shares in the market.

It is also intended that independent valuations of the Company's property
portfolio would in future take place at the end of each calendar quarter,
instead of half-yearly as at present.

A copy of the Circular has been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .  The Circular will
also be available on the Company's website at
https://www.olimproperty.co.uk/value-and-indexed-property-income-trust.html
(https://www.olimproperty.co.uk/value-and-indexed-property-income-trust.html)

 

Defined terms used in this announcement have the meanings given in the
Circular unless the context otherwise requires.

 

 

EXPECTED TIMETABLE

 

                                                                                 2025
 Publication of the Circular and Tender Offer opens                              2 September
 Latest time and date for receipt of Forms of Proxy from Shareholders            11.45 a.m. on 23 September
 General Meeting                                                                 11.45 a.m. on 25 September
 Results of General Meeting announced                                            25 September
 Closing Date: latest time and date for receipt of Tender Forms and Application  1.00 p.m. on 26 September
 Forms and submission of TTE Instructions
 Record Date and time for the Tender Offer                                       6.00 p.m. on 26 September
 Results of Tender Offer, Mix and Match Facility and Treasury Issuance           29 September
 elections announced
 Ex-dividend date for the first quarterly PID payable for the year to 31 March   2 October
 2026
 Record date for the first quarterly PID payable for the year to 31 March 2026   3 October
 CREST accounts credited for revised or new uncertificated shareholdings of      By 8 October
 Shares (or, in the case of unsuccessful tenders, for entire holdings of
 Shares)
 Settlement Date: payments through CREST made and CREST accounts settled in      8.00 a.m. on 8 October
 relation to the Tender Offer, Mix and Match Facility and Treasury Issuance
 Balancing share certificates and cheques and new share certificates despatched  Week commencing 15 October
 to certificated Shareholders
 Payment date for the first quarterly PID payable for the year to 31 May 2026    31 October

Notes

1.  References to times in this document are to London time.

2.  The dates set out in the expected timetable (other than in relation to
the General Meeting) may be adjusted by the Company, in which event details of
the new dates will be notified to Shareholders by an announcement made by the
Company through a Regulatory Information Service.

 

For further information please contact:

 

 Maven Capital Partners UK LLP  Tel: +44 (0) 141 306 7400
 Company Secretary
 Mandy Kelly

 

 Dickson Minto Advisers LLP  Tel: +44 (0) 20 7649 6933
 Financial Adviser
 Fiona Thompson

 

 Shore Capital                    Tel: +44 (0) 20 7408 4050
 Corporate Broker
 Gillian Martin (Corporate Advisory)
 Ben Canning (Corporate Broking)

 

 

 

 

 

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