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REG - Value & Index Prop - Tender Offer

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RNS Number : 6954T  Value and Indexed Prop Inc Tst PLC  01 August 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

For immediate release

                            1 August 2025

 

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

Legal Entity Identifier: 213800CU1PIC7GAER820

Proposed Tender Offer, Fixed Life and Discount Control Policy

 

The Company is pleased to announce its intention to bring forward its
proposals to offer shareholders a cash exit by way of tender offer.  The
Company is also proposing to fix the life of the Company and adopt a discount
control policy.  These proposals follow the conversion of the Company to REIT
status on 1 April 2025 which marked the completion of the transition of the
Company from a mainly equity-based investment trust to a real estate
investment trust.

PROPOSED TENDER OFFER

The Company intends to undertake a tender offer at a fixed tender price (to be
announced soon) ("Tender Price") calculated on the basis of the NAV per share
as at 31 March 2025 less costs (the "Proposed Tender Offer").

The Proposed Tender Offer will allow the Company to make an offer to all
shareholders, on the same terms, expected to be for 30 per cent. of the
Company's shares in issue, other than those held by the directors and
associates who will not be tendering their shares. Shareholders may, if they
wish, tender a higher percentage, through an excess tender facility, to the
extent that other shareholders do not take up their entitlement.

At the same time, shareholders who wish to increase their shareholding in the
Company would be able to do so, at the Tender Price, by buying shares from
exiting shareholders through the mix and match facility.  New investors may
also be able to buy shares, at the Tender Price, once the demand from existing
shareholders is satisfied.  The Board also intends to issue shares, currently
held in Treasury, at the Tender Price, if there is demand from first existing
shareholders and then new investors.

The Company intends to consult with the Takeover Panel with a view to seeking
a waiver of the requirement for any concert party to make a general offer to
all shareholders under Rule 9 of the Takeover Code in connection with the
Proposed Tender Offer.

The Proposed Tender Offer and the Takeover Panel waiver will be subject to
approval at a general meeting of the Company (the "General Meeting") to be
convened soon.

The full terms of the Proposed Tender Offer together the further details on
the background and why the Board considers the Proposed Tender Offer and its
future plans are in the best interests of shareholders as a whole will be set
out in a circular which will be published and sent to shareholders soon.

FUTURE PLANS

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, intends to propose, at the General Meeting, an amendment
to the Company's Articles of Association 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 Directors 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 take place on a quarterly basis instead of half-yearly as at
present.

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
 Joint Corporate Broker
 Gillian Martin / Anita Ghanekar / Matthew Walton (Corporate Advisory)
 Ben Canning / Fiona Conroy (Corporate Broking)

 

 Berenberg                      Tel: +44 (0) 203 207 7882
 Joint Corporate Broker
 Carl Gough / Patrick Dolaghan

This announcement is released by the Company and the information contained
within this announcement is deemed by the Company to constitute inside
information for the purposes of Article 7 of the UK version of the EU Market
Abuse Regulation (Regulation (EU) No.596/2014) which forms part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended. Upon the
publication of this announcement via a Regulatory Information Service, such
information is now considered to be in the public domain.

 

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