Acquisition
Medical Property Investment Fd Ltd
13 April 2006
For release at 7.00 a.m. on 13 April 2006
Not for release, publication or distribution in whole or in part, in or into the
United States of America, Canada, Australia, the Republic of South Africa, Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction
The Medical Property Investment Fund Limited ('MPIF' or the 'Company')
Proposed acquisition of the Berrington Parties ('Berrington') and Placing and
Open Offer
HIGHLIGHTS
The Medical Property Investment Fund Limited announces proposals to acquire
Berrington, its investment manager, and to raise approximately £110 million by
means of a placing and open offer.
• The recent NHS White Paper reinforces the MPIF Board's view that the
opportunities for investment in primary and community healthcare are
considerable
• The proposed acquisition of Berrington brings the Company's investment team
in-house and will allow MPIF to capitalise on these opportunities more
effectively
• The proposed fundraising will allow MPIF to continue its successful
programme of investment and development of primary healthcare properties
and finance the roll out of its Pharmacy and Assura businesses across its
portfolio of properties
• The proposed consideration for the acquisition of Berrington is £37.4
million comprising £8.8 million in cash and £28.6 million (at 170p) in
locked-up new Ordinary Shares
• The Placing and Open Offer will raise £110.0 million (approximately £105.6
million after expenses) via the issue of 64,729,021 new Ordinary Shares at
170p per share
• The Company also proposes:
o a new equity incentive plan to retain and attract key employees;
o to continue managing the £198 million Westbury Property Fund Limited
which is managed by Berrington; and
o certain changes to the Company's Articles to enable the enlarged group
to comply with its regulatory requirements
A prospectus setting out further details of the Proposals and convening an EGM
will be posted to shareholders as soon as practicable.
Dr Mark Jackson, Chairman of the Medical Property Investment Fund Limited
commented:
'Richard Burrell and his team have done a tremendous job for MPIF since its
formation and are now committing themselves to the Company to enable us to take
full advantage of the opportunities in primary care which drove the Company's
formation and which the NHS White Paper has reinforced'.
Richard Burrell, Chief Executive of Berrington commented:
'The NHS White Paper has confirmed our vision of primary and community
healthcare in the UK and underpinned MPIF's business plan. The strong support
of MPIF's shareholders for the fundraising and the integration of Berrington
will enable MPIF to build on the lead it has created in the primary healthcare
market and capitalise on the opportunities for both property investment and the
development and growth of the Pharmacy and Assura businesses.
We believe this is a time of enormous opportunity for traditional General
Practice to transform itself with the help of a strong GP focused business
partner capable of delivering the necessary investment skills and support to
deliver highly accessible services for patients. This environment where
secondary care is shifting to primary care, supported by Practice Based
Commissioning will create further opportunities for us to improve the patient
experience'
Enquiries
Richard Burrell Berrington Fund Management Limited 020 7659 6271
Tony Langham Lansons Communications 020 7294 3617 Tonyl@lansons.com
07979 692 287
James Horsman Lansons Communications 020 7294 3686 Jamesh@lansons.com
07730 989 699
Charlotte Edgar Lansons Communications 020 7294 3622 Charlottee@lansons.com
07734 929 219
Cenkos Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for The Medical Property Investment Fund Limited
and no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than The Medical Property Investment
Fund Limited for providing the protections afforded to its customers or for
providing advice to any other person in relation to the matters referred to in
this announcement.
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, which is authorised and regulated by the Financial
Services Authority, is acting for The Medical Property Investment Fund Limited
and no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than The Medical Property Investment
Fund Limited for providing the protections afforded to its customers or for
providing advice to any other person in relation to the matters referred to in
this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Any purchase of or
application for shares in the Placing and the Open Offer should only be made on
the basis of information contained in the formal prospectus to be issued in
connection with the Placing and the Open Offer and any supplement thereto.
The information contained herein is not for publication or distribution in or
into the United States of America. These materials are not an offer of
securities for sale in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of 1933
(the 'Act'), as amended, and may not be offered or sold in the United States
absent registration under the Act or an available exemption from registration.
No public offering of the securities referred to herein will be made in the
United States.
The information contained in this announcement is not for publication or
distribution to persons in Australia, Canada, Japan or the Republic of South
Africa. The shares referred to herein may not, directly or indirectly, be
offered, sold, taken up or delivered in, into or from Australia, Canada, Japan
or the Republic of South Africa.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities Limited nor BDO Stoy Hayward Corporate Finance undertakes any
obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. You should not place
undue reliance on forward looking statements, which speak only as of the date of
this announcement.
Not for release, publication or distribution in whole or in part, in or into the
United States of America, Canada, Australia, the Republic of South Africa, Japan
or any other jurisdiction if to do so would constitute a violation of the
relevant laws of such jurisdiction
The Medical Property Investment Fund Limited ('MPIF' or the 'Company')
Proposed acquisition of the Berrington Parties and Placing and Open Offer
1 Introduction
The Medical Property Investment Fund Limited announces that it has entered into
conditional agreements to acquire the Berrington Parties (comprising Berrington
and Strategis) for a consideration of £37.4 million (including the cost of
discharging certain obligations) which will be satisfied by the issue of
16,826,360 new Ordinary Shares and the payment of approximately £8.8 million in
cash. The Company also announces a placing and open offer of 64,729,021 new
Ordinary Shares at 170 pence per share to raise £110.0 million before expenses
(approximately £105.4 million net of expenses) for the Enlarged Group. Of the
proceeds, approximately £96.6 million will be used to enable MPIF to continue
its programme of investing in the primary healthcare market in the UK and £8.8
million will be applied to fund the cash element of the consideration for the
Acquisitions.
Berrington is the Company's investment manager and Strategis is a sub-adviser.
The acquisition of Berrington is a related party transaction for the purposes of
the Listing Rules, which require that the Berrington Acquisition be approved by
Shareholders in general meeting.
An EGM will be convened at which resolutions to approve the Acquisitions and the
Placing and Open Offer will be proposed, along with resolutions to approve,
inter alia, changes to the Company's Articles and the establishment of an
employee equity incentive plan, each as described below.
2 Background to and reasons for the Acquisitions and the Placing and Open Offer
Like many investment entities quoted on the UK's stockmarkets, MPIF has
historically been dependent upon the services of an independent investment
manager, a structure suited to companies whose sole activity is investment.
The Board considers that the opportunities for the Company in the evolving UK
primary care market are considerable and it believes that these opportunities,
which could extend beyond pure property investment into development and
operation of healthcare facilities and pharmacy activities, can be capitalised
upon more effectively with a management team employed by the Company.
MPIF's operating businesses are in their start-up phase and will require
investment and management attention over the next few years in order to drive
growth and returns. The Board considers that these businesses can be managed
more effectively by an in-house team than by sub-contracted management.
The Board believes that the Acquisitions will provide the Company with a capable
and committed investment management team with the ability to generate value for
Shareholders through growth of MPIF's business and management of WPF, for which
Berrington is also the investment manager. The Board believes the team has
proved its ability to innovate within the medical property sector and expects
that performance to continue for the benefit of Shareholders in what the Board
regards as a supportive healthcare marketplace.
MPIF has successfully invested or committed approximately £340 million and has a
strong pipeline of investment opportunities. The Board considers that the
Company can expect to experience increasing demand for the primary care
facilities in which it plans to invest. Accordingly the Company proposes to use
approximately £96.6 million of the net proceeds of the Placing and Open Offer to
fund its investment plans.
3 Information on the Berrington Parties
The Berrington Parties comprise Berrington and Strategis. Berrington was formed
as an investment manager of property funds and related businesses and it aims to
provide above-average returns to investors from both of the funds it manages.
In order to enable Berrington to operate most effectively, its owners have
created a group comprising BFML (a Guernsey-based company which holds the
investment management contract with MPIF) and BFMLLP (a limited liability
partnership to which BFML has delegated many of its obligations under its
investment management agreements). The Directors regard Berrington as,
essentially, a single business. Berrington employed 23 full-time employees and
6 consultants as at 31 March 2006.
Berrington derives its income in the form of monthly management fees and
performance fees from the two funds it manages. It is paid an annual management
fee by WPF of 1.2 per cent. of gross assets under management and a similar
management fee by MPIF of 2 per cent. of MPIF's net asset value (each payable
monthly). It is also entitled to performance fees based respectively on WPF's
net asset value and MPIF's total shareholder return.
As well as being MPIF's investment manager, Berrington also manages the funds of
WPF. As with MPIF, BFML is the investment manager and delegates many of its
obligations to BFMLLP.
WPF is a closed-ended property investment company listed on the Official List
investing in commercial properties in the retail, industrial and office sectors.
At 31 March 2006 it had gross assets of £198 million. WPF also has a policy that
its venture portfolio is limited to 10 per cent. of its gross assets. Over the
last three years, WPF has produced an un-geared total return of 18.4 per cent.
per annum which has outperformed its IPD Benchmark by 2.3 per cent. per annum.
Over the same period, the fund was ranked 9th out of 53 peer group property
funds (These figures are taken from a report prepared by International Property
Data Bank Limited and are calculated on a hypothetical basis given that some of
WPF's assets do not qualify for inclusion in the IPD indices.).
Richard Burrell, Chief Executive of Berrington, was a director of MSS, formerly
Westbury Asset Management Limited, which began managing WPF's funds on its
admission to the Official List in April 2002. In September 2003, Richard Burrell
left MSS and formed Berrington together with EAIL and in September 2003
Berrington took over the investment management of WPF. Berrington began managing
MPIF's funds on MPIF's flotation in November 2003.
The report and accounts of BFML and BFMLLP for the year ended 30 September 2005
show that Berrington generated an aggregate net profit of £1.06 million (2004:
£0.8 million) on turnover of £4.1 million (2004: £3.2 million) and that at 30
September 2005 it had gross assets of £3.2 million (2004: £2.6 million).
Strategis provides sub-advisory investment management services to Berrington and
is owned by Nigel Rawlings, chief financial officer of Berrington. For the year
ended 30 April 2005, Strategis generated a profit before tax of £0.1 million and
as at that date had negligible net assets.
As Chief Executive and Chief Financial Officer respectively of Berrington,
Richard Burrell and Nigel Rawlings are key members of the Company's investment
management team and will become key employees of the Enlarged Group.
Berrington has historically had arrangements with certain sub-advisers who have
contracted to provide property investment management and other services to
Berrington and who are entitled to payments, including interests in the
performance fees earned by Berrington. These sub-advisers include Tarncourt
Limited, a company previously owned by Peter Dickson, a co-founder of MPIF,
which provided Peter's services until his death at the end of last year. The
Company has agreed to conclude the financial interest of Peter's estate in the
financial performance of MPIF by acquiring Tarncourt Limited and thereby its
entitlement to future payments. Berrington has brought certain sub-advisory
arrangements to an end by agreeing to make final settlement payments. The
aggregate cost to the Company of discharging these obligations will be £7.5
million, including the allotment of 588,235 of the Consideration Shares.
4 Principal terms of the Acquisitions
The Company and MHL has entered into conditional agreements to acquire the
issued and to be issued share capital of BFML, the members' interests in BFMLLP
and the entire issued share capital of Strategis. The total cost to MPIF of
making the Acquisitions will be £37.4 million which will be satisfied by the
issue of 16,826,360 of the Consideration Shares and the payment of £8.8 million
in cash. Of this amount, cash and new Ordinary Shares with a value of
approximately £7.5 million will be used to discharge certain obligations of
Berrington to sub-advisers, as described above, and the remainder, estimated to
be approximately £29.9 million, will be paid to the Vendors.
Richard Burrell, the holder of the majority of the interests in Berrington, and
Nigel Rawlings, the owner of Strategis, will each receive 90 per cent. of their
payments in the form of new Ordinary Shares which they have committed to retain
for periods of between 2 and 5 years following Completion. In addition, each of
Richard Burrell and Nigel Rawlings has entered into a new long-term service
contract with MPIF.
The Acquisitions and the Placing and Open Offer are interconditional. The
conditions include Shareholder approval at the EGM, the Placing Agreement
becoming unconditional (save for any condition relating to Admission) and not
having been terminated prior to Admission, receipt of the required regulatory
approvals from the GFSC and the FSA and Admission becoming effective on the day
following the EGM or such later date as Cenkos and the Company may determine
(being not later than 22 May 2006).
5 Financial and other effects of the Acquisitions
The principal effect of the Acquisitions will be to bring into MPIF the income
(comprising management and performance fees) generated from the management of
WPF and the costs of Berrington's investment management team and to retain
within the Company the fees (both the regular monthly fees and the performance
fees) that would otherwise have been payable to Berrington under the Investment
Management Agreement between MPIF and Berrington.
As a consequence of the incentive fee arrangements in the Investment Management
Agreement and the strong performance of the MPIF share price during the course
of 2005, MPIF's accounts for the year ended 31 December 2005 disclose a
provision for the performance fee amounting to some £13.1 million. Following the
Acquisitions, the performance fee provision will be eliminated from MPIF's
accounts.
6 Additional proposals
Executive Equity Incentive Plan
The Board considers that the Company's personnel, including those responsible
for the establishment of HCP, the team to be acquired with Berrington and the
additional staff that it is anticipated will be required to maintain the
Company's growth, are key to the Company's development and should be
appropriately incentivised. Accordingly, it is proposed that the Company should
adopt the Incentive Plan to retain key employees and to attract new employees.
The proposed Incentive Plan provides for a series of share-based payments which
will vest in two tranches following the financial years to 31 December 2008 and
31 December 2010, subject to achievement of a variety of performance criteria.
The maximum number of Ordinary Shares which may be awarded under the Incentive
Plan is 8,066,768. Establishment of the Incentive Plan is subject to
Shareholder approval.
Neither the Directors nor Richard Burrell and Nigel Rawlings, chief executive
and chief financial officer respectively of BFMLLP, who will receive
Consideration Shares in consideration for the Berrington Acquisition and the
Strategis Acquisition, will participate in the Incentive Plan.
PEL Arrangement
PEL has provided the initial business plan and related services in connection
with the establishment of the Company's pharmacy business, HCP, and has agreed
in principle to receive an interest in the business rather than cash in payment
for the business plan and services. It is proposed that PEL will receive 650,000
new Ordinary Shares. PEL has committed to retaining the 325,000 new Ordinary
Shares which are attributable to Dr Curran until 2008 and the remainder for 6
months following completion. PEL has agreed to enter into the PEL Arrangement
in order to ensure that its interests, and thereby those of Dr Curran, are
transparent and fully aligned with those of Shareholders. The PEL Arrangement is
conditional upon Shareholder approval but not on the completion of the
Acquisitions or the Placing and Open Offer.
Changes to the Articles
As BFML is regulated by the GFSC and BFMLLP by the FSA, the acquisition of BFML
by the Company gives rise to certain regulatory requirements for MPIF. Following
completion of the Acquisitions these regulatory requirements mean that MPIF must
(i) notify the GFSC of any shareholder holding 5 per cent. or more of the
Company; and (ii) obtain GFSC consent to any shareholder holding 15 per cent. or
more of the Company. It is therefore proposed that the Articles be amended to
provide that (i) any shareholder holding 5 per cent. or more be required to
notify the Company of that fact; and (ii) any shareholder holding 15 per cent.
or more be required to notify the Company of that fact and, in either such case,
any shares held by such Shareholder in excess of the threshold be
disenfranchised until such time as the required consent of the GFSC is obtained.
If such consent is not obtained then the shareholder would be required to sell
the shares. These changes to the Articles require Shareholder approval.
Other
The Company has agreed heads of terms (subject to contract) to purchase the
minority interests in BHE, the LIFT development company in which the Company
currently has a 70 per cent. interest, for a consideration of £3,038,100, which
will be satisfied by the allotment of new Ordinary Shares at the Issue Price.
It is the intention of the Company to become a member of the FTSE All Share
index at the next opportunity and, upon meeting the qualifying criteria, the
FTSE 250 Index.
7 Information on the Company
History and Development of MPIF
MPIF was incorporated on 7 October 2003 and it was admitted to listing on the
Official List on 21 November 2003 as a property collective investment
undertaking, raising £140 million (before expenses) from institutional investors
for the purpose of investing in primary healthcare facilities in the UK.
Current trading
Since flotation, the Company has acquired or exchanged contracts on 82 sites,
currently has a further 23 in solicitors' hands and has a further 20 sites under
development. Circa £340 million of capital has been invested or committed with
an estimated average Net Initial Yield of approximately 6.5 per cent. These
figures are extracted from the management information of the Company and are
unaudited. As at 31 December 2005, the Company's property portfolio was valued
at £131.6 million, including investment of £3.6 million in a property under
development. When the Company commits to fund properties under development it is
the Company's practice to select developments that are substantially pre-let
such that the properties generate rental income from practical completion. The
investments and commitments to date have been funded from the proceeds of the
flotation and a £100 million revolving credit facility provided by National
Australia Bank. The Company is on target to invest or commit £400 million by the
end of 2006.
In addition to the Group's investment in property, in late 2004 the Company
established its own pharmacy business, HCP, in direct response to the increased
role of pharmacies within primary healthcare centres. As the Company's property
portfolio expands, it intends to apply for licences to operate pharmacies within
those developments. As at 31 March 2006, MPIF had opened one pharmacy and aims
to open 20 by the end of 2007.
In response to the introduction of Practice Based Commissioning and the
Government's intention to relocate certain secondary care services to primary
care facilities, the Company has developed a serviced health platform business
under the brand 'Assura Health and Wellness Centres' ('Assura') to develop and
lease additional space within its existing premises and developments to related
health provider organisations, diagnostic providers and health professionals
with flexible space to be let on both a short term (including sessional) and
longer term basis. In addition, it is anticipated that Assura will provide
enhanced medical and business support services to the GPs and health
professionals operating from its facilities. By 2010, Assura aims to serve 5 per
cent. of the UK population either as registered patients of Assura Health and
Wellness Centres or as registered patients of locality groups where an Assura
limited liability partnership has been formed.
Strategy and prospects
The Board believes that the Company's strategy is in line with the NHS White
Paper and, following Completion, MPIF intends to focus its resources and
generate income from three principal business divisions: Property, Pharmacy, and
Assura. It is anticipated that the integration of Berrington with MPIF will
create a strong, dedicated in-house management team to seek to achieve this.
In addition, the Company welcomes forthcoming legislation to introduce Real
Estate Investment Trusts and will assess whether it is in Shareholders'
interests to apply for Real Estate Investment Trust status for all or part of
the business if the legislation is enacted.
8 Financial information
MPIF has reported a net profit after investment result of £4.0 million for the
year ended 31 December 2005 (2004: £2.2 million) and a loss before tax of £12.4
million (2004: profit of £2.2 million). Provisions comprised charges of £13.1
million and £3.5 million respectively in relation to an accrual of performance
fees and a revaluation of a swap contract to fix the Company's interest rate
which matures on 3 June 2025. On 31 December 2005 the Company had a net asset
value of 82.8 pence per Ordinary Share (2004: 96.0 pence). Upon completion of
the Acquisitions, whereupon the performance fee provision will be eliminated, on
a pro forma basis, the net asset value per Ordinary Share would be 102.8 pence.
9 Dividend Policy
An interim dividend of 1.33 pence per Ordinary Share was paid on 15 October 2004
and a final dividend of 2.67 pence per Ordinary Share was paid on 11 April 2005
making a total dividend of 4 pence per Ordinary Share for the financial year
ended 31 December 2004.
When the Company floated in November 2003 it committed to a progressive dividend
policy. Shareholders were also advised that dividends would be paid out of gross
revenue. Although the Company suffered a loss for the year ended 31 December
2005 of £12.4 million after the performance fee provision of £13.1 million and
the interest rate swap revaluation charge of £3.5 million, the Board, having
given due regard to the underlying profitability of the Company, has recommended
a final dividend of 3.34 pence (2004: 2.67 pence) per Ordinary Share making a
total of 5 pence per Ordinary Share for the year (2004: 4 pence). The payment of
this dividend is subject to Shareholder approval at the Company's AGM on 12 May
2006 and application to the Guernsey Royal Court immediately thereafter, to
increase the Company's distributable reserves by transferring reserves from the
share premium account to reserves available for distribution. Following
Shareholder and Guernsey Royal Court approval, it is expected that the final
dividend will be paid to Shareholders in early June 2006.
The Board considers that the medium term prospects for MPIF are very positive.
They believe that the addition of the HCP and Assura initiatives to the core
business of innovative primary healthcare property investment will enable the
Company to maximise the returns from its expertise in the primary care market
and grow its dividends accordingly.
The Board's current intention is to declare a dividend of 6 pence for the year
ending 31 December 2006.
10 Information on the Placing and Open Offer
Use of proceeds
The Placing and Open Offer is expected to raise approximately £110.0 million
before expenses. Of the net proceeds of approximately £105.4 million, £96.6
million will fund further development of the Company's continued investment in
the primary healthcare market, and £8.8 million will fund the cash payments
associated with the Acquisitions, being cash consideration of approximately £2.3
million and approximately £6.5 million in aggregate to discharge certain cash
obligations of BFML.
Principal terms
Cenkos has agreed, as agent for the Company, to invite Qualifying Shareholders
to apply for the Open Offer Shares to be issued pursuant to the Placing and Open
Offer at the Issue Price payable in full in cash on application and free of all
expenses on the basis of 5 Open Offer Shares for every 11 Ordinary Shares held
at the Record Date.
Entitlements to Open Offer Shares will be rounded down to the nearest whole
number of Open Offer Shares. Fractional entitlements to Open Offer Shares will
be aggregated and placed for the benefit of the Company.
The Placing and Open Offer is conditional, inter alia, upon Shareholder
approval, the Acquisition Agreements becoming unconditonal (save for any
conditions relating to Admission) and Admission.
The Placing and Open Offer is not underwritten but Cenkos has conditionally
pre-placed all of the Open Offer Shares at the Issue Price (subject to clawback
by Qualifying Shareholders in order to satisfy valid applications under the Open
Offer). The pre-placing is conditional upon the Placing Agreement having become
unconditional in all respects and not having been terminated prior to Admission.
The new Ordinary Shares will, on Admission, rank in full for all dividends and
other distributions declared, made or paid on the Ordinary Shares after
Admission (save that they will not rank for the final dividend declared by the
Company for the 12 months ended 31 December 2005) and will otherwise rank pari
passu in all respects with the Ordinary Shares in issue at the date of this
announcement.
A formal timetable will be published at the time of posting the prospectus to
shareholders
Enquiries
Richard Burrell Berrington Fund Management Limited 020 7659 6271
Tony Langham Lansons Communications 020 7294 3617 Tonyl@lansons.com
07979 692 287
James Horsman Lansons Communications 020 7294 3686 Jamesh@lansons.com
07730 989 699
Charlotte Edgar Lansons Communications 020 7294 3622 Charlottee@lansons.com
07734 929 219
Cenkos Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for The Medical Property Investment Fund Limited
and no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than The Medical Property Investment
Fund Limited for providing the protections afforded to its customers or for
providing advice to any other person in relation to the matters referred to in
this announcement.
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP,
Chartered Accountants, which is authorised and regulated by the Financial
Services Authority, is acting for The Medical Property Investment Fund Limited
and no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than The Medical Property Investment
Fund Limited for providing the protections afforded to its customers or for
providing advice to any other person in relation to the matters referred to in
this announcement.
This announcement does not constitute or form part of any offer or invitation to
sell or issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. This announcement has not been examined or
approved by the FSA or the London Stock Exchange or any other regulatory
authority. The distribution for this announcement in certain jurisdictions may
be restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Any purchase of or
application for shares in the Placing and the Open Offer should only be made on
the basis of information contained in the formal prospectus to be issued in
connection with the Placing and the Open Offer and any supplement thereto.
The information contained herein is not for publication or distribution in or
into the United States of America. These materials are not an offer of
securities for sale in the United States. The securities referred to herein
have not been and will not be registered under the U.S. Securities Act of 1933
(the 'Act'), as amended, and may not be offered or sold in the United States
absent registration under the Act or an available exemption from registration.
No public offering of the securities referred to herein will be made in the
United States.
The information contained in this announcement is not for publication or
distribution to persons in Australia, Canada, Japan or the Republic of South
Africa. The shares referred to herein may not, directly or indirectly, be
offered, sold, taken up or delivered in, into or from Australia, Canada, Japan
or the Republic of South Africa.
Certain statements in this announcement are forward looking statements. By
their nature, forward looking statements involve a number of risks,
uncertainties and assumptions because they relate to events and/or depend on
circumstances that may or may not occur in the future and could cause actual
results to differ materially from those expressed in, or implied by, the forward
looking statements. These include, among other factors: the Group's ability to
obtain capital/additional finance; the limitations of the Group's internal
financial controls; any increase in competition; an unexpected decline in
turnover; legislative, fiscal and regulatory developments including, but not
limited to, changes in environmental and safety regulations; and currency and
interest rate fluctuations. These and other factors could adversely affect the
outcome and financial effects of the plans and events described herein. Forward
looking statements contained in this announcement based on past trends or
activities should not be taken as a representation that such trends or
activities will continue in the future. Subject to any requirement under the
Listing Rules of the UK Listing Authority, neither the Company nor Cenkos
Securities Limited nor BDO Stoy Hayward Corporate Finance undertakes any
obligation to update or revise any forward looking statements, whether as a
result of new information, future events or otherwise. You should not place
undue reliance on forward looking statements, which speak only as of the date of
this announcement.
Notes to editors
The Medical Property Investment Fund Limited ('MPIF') is listed on the London
Stock Exchange and invests in primary health care property, pharmacy and related
operating businesses. The Fund aims to develop and acquire fully let, modern
primary health care premises and existing GP owned surgeries capable of being
further developed to create larger primary care facilities, accommodating
enlarged GP partnerships and other complementary medical services including
pharmacy and its Assura activities.
Assuming the Acquisitions and Placing and Open Offer complete, MPIF will have a
market capitalisation, based on a placing price of 170p, of circa £400m.
The Westbury Property Fund Limited ('WPF') is a £198m closed ended property
investment fund domiciled in Guernsey and listed on the London Stock Exchange as
a property investment company. As at 31 March 2006, WPF had a direct, or
balanced, property portfolio of 21 properties with 68 tenancies comprising multi
let offices, high street and out of town retail and industrial assets. The
properties are geographically spread throughout the UK. The balanced portfolio
has a blend of core, growth and management intensive assets and benefits from a
weighted average lease length of circa 10.1 years.
Berrington Fund Management ('Berrington') is a property fund management company
specialising in creating and managing property investment funds. It employs
leading fund managers and property professionals and aims to produce total
returns ahead of comparable property indices and other asset classes. Berrington
also advises on and structures private property investments to suit specific
investor needs which can benefit from Berrington's property deal flow and
investor and financing relationships.
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
otherwise requires:
Acquisitions the Berrington Acquisition and the Strategis Acquisition
Acquisition the Berrington Acquisition Agreements and the Strategis
Agreements Acquisition Agreement
Admission the admission of the New Ordinary Shares to (i) the Official List
and (ii) to trading on the London Stock Exchange's market for
listed securities becoming effective in accordance with the
Listing Rules and the London Stock Exchange's Admission and
Disclosure Standards
Articles the articles of association of the Company
Assura an early-stage business owned by the Group and run through the
Company's wholly-owned subsidiary, Assura Medical Limited, which
it is intended will provide serviced property and associated
services to healthcare practitioners
BDO Stoy BDO Stoy Hayward Corporate Finance, a division of BDO Stoy
Hayward Hayward LLP, Chartered Accountants, which is authorised and
Corporate regulated in the United Kingdom by the FSA to carry on investment
Finance business
Berrington together, BFML and BFMLLP (or either of them as the context
requires)
Berrington the proposed acquisition by the Company either directly or via a
Acquisition Subsidiary of the entire issued share capital of BFML and of the
members' interests in BFMLLP pursuant to the Berrington
Acquisition Agreements
Berrington the conditional agreements between the Berrington Vendors and the
Acquisition Company and/or one or more of the Subsidiaries relating to the
Agreements Berrington Acquisition
Berrington Berrington and Strategis
Parties
Berrington the registered holders of:
Vendors
(i) the existing issued shares in the capital of BFML being
Richard Burrell and EAIL; and
(ii) the members interests in BFMLLP being Richard Burrell, Helen
Burrell and EAIL
BFML Berrington Fund Management Limited, the Company's investment
manager
BFMLLP Berrington Fund Management LLP, a sub investment manager to the
Company
BHE BHE Holdings Limited
Board or the directors of the Company
Directors
Business Day a day (other than a Saturday or Sunday or public holiday) on
which banks are generally open for normal banking business in the
City of London
Cenkos Cenkos Securities Limited, which is authorised and regulated in
Securities or the United Kingdom by the FSA to carry on investment business
Cenkos
Committed where capital is referred to as Committed the transactions in
question include those in solicitors' hands, those on which the
Company is the preferred bidder and sites acquired where there
is, as yet, no binding agreement to undertake construction
Completion completion of the Acquisitions
Consideration the 16,826,360 Ordinary Shares to be allotted and issued to the
Shares Vendors or in settlement of obligations to investment
sub-advisers on or shortly after Completion
EAIL Ethel Austin Investments Limited
Enlarged Group the Group as enlarged by the Acquisitions
Extraordinary the extraordinary general meeting of the Company
General
Meeting or EGM
FSA or the Financial Services Authority of the United Kingdom
Financial
Services
Authority
FSMA the Financial Services and Markets Act 2000, as amended
GFSC Guernsey Financial Services Commission
Group the Company and its Subsidiaries
HCP Healthcare Pharmacies Limited, a company ultimately wholly-owned
by the Company
Incentive Plan the proposed executive equity incentive plan
Incentive Plan the Ordinary Shares to be allotted and issued in connection with
Shares the Incentive Plan
Issue Price 170 pence per New Ordinary Share
LIFT or Local a government policy to improve primary care facilities
Improvement through public private partnerships as set out in the July 2001
Finance Department of Health document 'Modernising Primary Care in the
Trust NHS: NHS Local Improvement Finance Trusts'
Listing Rules the listing rules issued by the UK Listing Authority (as amended
from time to time)
London Stock London Stock Exchange Plc
Exchange
MHL Mpif Holdings Limited, a wholly owned subsidiary of the Company
Mpif or the The Medical Property Investment Fund Limited
Company
MSS MSS Capital Limited, formerly Westbury Asset Management Limited
New Ordinary the Consideration Shares, the Open Offer Shares, the PEL Shares
Shares and the Incentive Plan Shares
Net Initial the estimated average net initial yield based on all properties
Yield within the current portfolio being completed and let or sold and
taking account of the tenant's/purchaser's costs in connection
with the letting or sale of the properties
NHS White the Department of Health White Paper published on 30 January 2006
Paper titled 'Our health, our care, our say'
Official List the Official List maintained by the FSA pursuant to Part VI of
the FSMA
Open Offer the conditional offer to Qualifying Shareholders to subscribe for
Open Offer Shares at the Issue Price
Open Offer an entitlement to subscribe for Open Offer Shares allocated to a
Entitlements Qualifying Shareholder pursuant to the Open Offer
Open Offer the 64,729,021 Ordinary Shares to be allotted and issued by the
Shares Company pursuant to the Placing and Open Offer
Ordinary ordinary shares of 10p each in the capital of the Company
Shares
PEL Pharma 'E' Limited (registered in Guernsey with registered number
36207), the company of which Dr John Curran is a shareholder and
director
PEL the proposal to allot the PEL Shares to PEL as consideration for
Arrangement the services provided by PEL
PEL Shares the 650,000 Ordinary Shares to be issued to PEL pursuant to the
PEL Arrangement
Placing the conditional placing by Cenkos Securities (on behalf of the
Company) of the Open Offer Shares on the terms and conditions of
the Placing Agreement, subject to the right of Qualifying
Shareholders to apply for such shares pursuant to the Open Offer
Placing the conditional placing and open offer agreement dated 13 April
Agreement 2006, between Cenkos Securities, BDO Stoy Hayward Corporate
Finance and the Company relating to the Placing and Open Offer
Practice-Based budgetary authority devolved to general practitioners to manage
Commissioning the care of their patients
or PBC
Proposals the Acquisitions, the Placing and Open Offer, the PEL
Arrangement, the proposal to adopt the Incentive Plan and the
proposed change to the Company's articles
Qualifying holders of Ordinary Shares on the register of members of the
Shareholders Company at the Record Date, other than certain overseas
Shareholders referred
Record Date the record date for the Open Offer
Resolutions the resolutions numbered to be proposed at the Extraordinary
General Meeting
Shareholders holders of Ordinary Shares from time to time
Strategis Strategis Limited, a sub-adviser to Berrington
Strategis the proposed acquisition by the Company of the entire issued
Acquisition share capital of Strategis pursuant to the terms of the Strategis
Acquisition Agreement
Strategis the conditional agreement dated 13 April 2006 between Nigel
Acquisition Rawlings and the Company relating to the Strategis Acquisition
Agreement
Subsidiaries the subsidiaries of the Company at the date of this announcement
UK Listing the Financial Services Authority acting in its capacity as the
Authority competent authority for the purposes of Part VI of the FSMA
United Kingdom the United Kingdom of Great Britain and Northern Ireland
or UK
United States the United States of America, its territories and possessions,
or USA any state of the United States of America and the district of
Columbia and any other area subject to its jurisdiction
WPF The Westbury Property Fund Limited
Vendors the Berrington Vendors and Nigel Rawlings
This information is provided by RNS
The company news service from the London Stock Exchange