F&C Commercial Property Trust Limited (the "Company" or "FCPT")
27 July 2010
Net asset value and update on recommended proposals
The Board confirms the unaudited net asset value ("NAV") as at 30 June 2010 and the formula asset values ("FAVs") that will be used for the calculation of entitlements under the recommended Scheme (the "Scheme") for the acquisition of the Company's assets by UK Commercial Property Trust Limited ("UKCPT").
Net Asset Value
The unaudited NAV per share of FCPT as at 30 June 2010 was 93.70p. This represents an increase of 1.74 per cent. from the published NAV per share as at 31 March 2010 of 92.1p.
The NAV has been calculated under International Financial Reporting Standards. It is based on the external valuation of the FCPT Group's property portfolio as at 31 May 2010 prepared by DTZ Debenham Tie Leung Limited.
The NAV includes all income to 30 June 2010 and is calculated after deduction of all dividends paid prior to that date and excluding any costs relating to the Scheme.
FAV calculation and dividend increase
Under the terms of the recommended Scheme, details of which were set out in the circular to Shareholders dated 12 July 2010, the FCPT FAV (being the net asset value of an FCPT ordinary share as at close of business on 30 June 2010, as adjusted and calculated in accordance with the Scheme, including deducting the dividend of 0.5p per share to be paid to FCPT Shareholders on 30 July 2010) was 93.2049p per Share and the UKCPT FAV (being the net asset value of a UKCPT Share as at close of business on 30 June 2010, as adjusted and calculated in accordance with the Scheme) was 75.5720p per Share. The FAVs have been reviewed by FCPT's and UKCPT's respective auditors.
Based on the FCPT FAV and the UKCPT FAV set out above, an FCPT Shareholder would receive 1.2333 New UKCPT Shares under the Scheme in respect of each FCPT Share held and not elected for the cash option available under the Scheme.
FCPT Shareholders would therefore receive an increase of 7.9 per cent. (equivalent to 0.475p per FCPT Share) in the annual dividends they receive in the future from their shareholding on the assumption that the Enlarged UKCPT maintains its current dividend payout level.
The Scheme
The recommended Scheme is conditional on the passing of resolutions to be proposed at an Extraordinary General Meeting of the Company convened for 9 August 2010. The Scheme is also conditional on the approval of UKCPT shareholders at an extraordinary general meeting also convened for 9 August 2010.
Set out below is a summary of the key benefits to FCPT Shareholders of the recommended Scheme.
§ A significant increase of 7.9 per cent. in the level of dividends paid to FCPT shareholders assuming the current level of dividends is maintained by UKCPT.
§ Access to a portfolio with strong income characteristics, including a longer average lease length and a strong tenant covenant profile, which will have a positive effect on dividend cover.
§ Exposure to a larger and more diversified property portfolio with greater flexibility in how the portfolio is actively managed.
§ Access to the strong management team at Ignis, which has generated significant out performance for the UKCPT portfolio over the three years to 31 December 2009 (11th percentile in the IPD Balanced Monthly & Quarterly Funds Index over this period).
§ A significant reduction in the total expense ratio largely as a result of a reduction in the management fees payable to Ignis.
The Scheme is being recommended by the independent Board of FCPT. Forms of proxy for the EGM must be returned by 10.00 a.m. on 5 August 2010. The Board unanimously recommends that shareholders vote in favour of all of the resolutions to be proposed at the EGM.
Summary timetable:
Final interim dividend paid to Shareholders |
30 July |
Latest time for receipt of Forms of Election |
5.00 p.m. on 2 August |
Latest time for receipt of Forms of Proxy for use at the EGM |
10.00 a.m. on 5 August |
UKCPT EGM |
9.00 a.m. on 9 August |
FCPT EGM |
10.00 a.m. on 9 August |
Effective Date |
9 August |
Admission of New UKCPT Shares to the Official List |
8.00 a.m. on 10 August |
Enquiries:
Graeme Caton/Graham Reaves/ Nigel Russell |
G&N Collective Funds Services Limited |
Tel: +44 (0)131 226 4411 |
Robin Archibald |
Winterflood Investment Trusts |
Tel: +44 (0)20 3100 0290 |
Douglas Armstrong |
Dickson Minto W.S. |
Tel: +44 (0)20 7649 6823 |
Words and expression defined in the circular issued by the Company dated 12 July 2010 have the same meanings when used in this announcement unless the context requires otherwise.
This announcement is directed at existing shareholders of the Company and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Scheme or otherwise. The Scheme will be effected solely through the Circular, which contains the full terms and conditions of the Scheme (including details of how to vote in respect of the Scheme). Any response in relation to the Scheme will be made only on the basis of the information contained in the Circular or any other document by which the Scheme is made. Shareholders are advised to read carefully the formal documentation in relation to the Scheme. This announcement does not constitute a prospectus or prospectus equivalent document.