Publication of Circular

Ediston Property Inv Comp PLC

20 December 2023

 

20 December 2023

For immediate release.

Ediston Property Investment Company plc

Publication of Circular

Further to the announcement of 14 December 2023, the Board of Ediston Property Investment Company plc (the "Company") announces that the Company has today published a circular (the "Circular") to the Company's shareholders ("Shareholders") setting out the recommended proposal for a members' voluntary liquidation of the Company (the "Proposal"). The Circular also contains the Notice of the General Meeting of the Company to be held at the offices of Dickson Minto W.S., Dashwood House, 69 Old Broad Street, London EC2M 1QS at 10.00 a.m. on 11 January 2024 at which Shareholders will be asked to vote upon the Resolution.

The Resolution relates to the approval of the Company being wound up voluntarily and the appointment of the Liquidators for the purpose of the winding up. It grants the Liquidators authority to make distributions in cash to the Shareholders (after payment of the Company's liabilities and after deducting the costs of implementation of the Company's winding up), in proportion to their holdings of Ordinary Shares in accordance with the provisions of the Articles. It also grants the Liquidators authority to exercise certain powers laid down in the Insolvency Act 1986 and determines the remuneration of the Liquidators by reference to the time spent attending to matters connected with the liquidation. The Resolution will be proposed as a special resolution and will therefore require a majority of at least 75 per cent. of the votes cast to be cast in favour in order for it to be passed.

All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting, and if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf. Shareholders who hold their Ordinary Shares indirectly through a platform are recommended to contact their platform for further details.

Background to the Proposal

As announced by the Company on 29 September 2023, following approval by Shareholders at the general meeting of the Company held on 26 September 2023, the Company completed the sale (the "Disposal") of the entirety of its property portfolio to RI UK 1 Limited, a wholly owned subsidiary of Realty Income Corporation, for a headline consideration of £200.8 million, prior to agreed and customary deductions. 

At the time of the Disposal, the Board confirmed its intention to seek Shareholder approval for the members' voluntary liquidation of the Company with the aim of distributing the Company's net assets (which comprise of cash) to Shareholders, unless an appropriate corporate opportunity was found.

No appropriate opportunity has been identified and, accordingly, after careful consideration, the Board believes it is in Shareholders' best interests that the Company be wound up so as to return capital to Shareholders by the most efficient means possible. Your Board has, therefore, resolved to recommend to Shareholders that the Company enter into a members' voluntary liquidation.

The Proposal

The Board is recommending the Company be placed into members' voluntary liquidation. This requires the approval of Shareholders at the General Meeting.

It is proposed that Derek Neil Hyslop and Richard Peter Barker, both licensed insolvency practitioners of Ernst & Young LLP, Atria One, 144 Morrison Street, Edinburgh EH3 8EX be appointed as joint liquidators of the Company (the "Liquidators"), and that their remuneration be determined by the Company. The winding up of the Company will be a solvent winding up in which it is intended that all creditors will be paid in full. The appointment of the Liquidators will become effective subject to, and  immediately upon, the passing of the Resolution at the General Meeting, at which point the powers of the Directors will cease.

The Liquidators will then assume responsibility for the winding up of the Company, and shall, among other things: (i) pay any fees, costs and expenses of the Company; (ii) discharge the liabilities of the Company; (iii) obtain tax clearance for the pre- and post-liquidation periods from HMRC; and (iv) distribute the Company's surplus assets to Shareholders.

In order to facilitate the implementation of the Proposal, the Ordinary Shares will be suspended from listing on the Official List and from trading on the Main Market with effect from 7.30 a.m. on 11 January 2024, being the date of the General Meeting.

If the Resolution is subsequently passed at the General Meeting, this will result in the cancellation of the listing of the Ordinary Shares on the Official List and the Ordinary Shares ceasing to trade on the Main Market. It is expected that the cancellation of listing and trading would take effect from 8.00 a.m. on 12 January 2024.

The Company has served on Aviva notice to prepay the amounts outstanding under the Debt Facilities on 5 January 2024, four Business Days in advance of the proposed members' voluntary liquidation. The Company is currently in discussions with its Investment Manager and Aviva with a view to novating the Debt Facilities to Ediston Capital Limited in advance of the prepayment date. The Company will be reimbursed by the Investment Manager for any costs incurred in bringing the novation into effect and will be entitled to receive a share of the difference between the interest received and the interest paid on the amounts drawn under the Debt Facilities for a short period following liquidation. In any event, it is expected the Debt Facilities will either be prepaid or novated to Ediston Capital Limited and the Company will be released in full from all obligations in respect of the Debt Facilities prior to the members' voluntary liquidation becoming effective.

Distributions to Shareholders during the members' voluntary liquidation 

It is currently estimated that the NAV per Share as at liquidation will be no less than 70.21 pence, with such figure to increase by an additional 0.17 pence per Ordinary Share provided certain tax clearances are received as expected from HMRC in due course. When aggregated with the post-Disposal dividends totalling 1.67 pence per Ordinary Share paid or to be paid by the Company since 29 September 2023, Shareholders will thus have received back a minimum of 71.88 pence per Ordinary Share in total, materially in line with the estimation of 72.0 pence per Ordinary Share made at the time of the Disposal in September 2023.

Given the Company's assets comprise wholly of cash, and assuming the Resolution is passed, the Liquidators expect to make an initial distribution to Shareholders within five Business Days of the Company having entered into members' voluntary liquidation (the "Initial Distribution"). It is estimated that the value of the Initial Distribution will be no less than 69.0 pence per Ordinary Share, and will comprise the vast majority of the Company's assets.

The Liquidators will retain the balance to meet the current, future and contingent liabilities of the Company, including the costs and expenses (inclusive of VAT, if applicable) of the liquidation not already paid at the point of liquidation, and potential tax liabilities.

Once the Liquidators have satisfied all the claims of creditors of the Company and paid the costs and expenses of the liquidation and obtained tax clearance for pre- and post-liquidation periods from HMRC, it is expected the Liquidators will make a final distribution to Shareholders of any residual cash. The final distribution, if any, will be at a time to be determined solely by the Liquidators but is envisaged to be in the region of six to nine months after the entry into of the members' voluntary liquidation.

All Shareholders on the Register of Members as at 6.00 p.m. on 10 January 2024, being the Record Date, will be entitled to any distributions made during the course of the liquidation.

Expected Timetable
Publication of the Circular and the Notice of General Meeting	20 December 2023
Last day of dealing in the Ordinary Shares through CREST on a normal rolling two day settlement basis	8 January 2024
Deadline for receipt of Forms of Proxy	10.00 a.m. on 9 January 2024
Close of Register of Members,  Record Date for participation in the members' voluntary liquidation and Settlement of Ordinary Shares disabled in CREST	6.00 p.m. on 10 January 2024
Suspension of Ordinary Shares from listing on the Official List and from trading on the Main Market	7.30 a.m. on 11 January 2024
General Meeting	10.00 a.m. on 11 January 2024
Appointment of Liquidators	11 January 2024
Cancellation of the listing of the Ordinary Shares on the Official List and of the trading of the Ordinary Shares on the Main Market	8.00 a.m. on 12 January 2024
Notes:
1.                All references to time in this document are to London (UK) time, unless otherwise stated.
2.                The timetable set out above and referred to throughout this document and any accompanying document may be subject to change. If any of the above times and/or dates should change, the new times and/or dates will be announced to Shareholders through a Regulatory Information Service.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Circular, which is available on the Company's website at https://www.epic-reit.com and will shortly be submitted to the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries
David Yovichic - Investec Bank plc	0207 597 4000
Susan Fadil - JTC (UK) Limited	0203 893 1011
Ben Robinson - Kaso Legg Communications	07818 445 002
Imogen Cromack - Kaso Legg Communications	07860 342 324

IMPORTANT NOTICES

Information regarding forward-looking statements

This announcement and any information incorporated by reference into this announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements in this announcement other than statements of historical fact are forward-looking statements. They are based on intentions, beliefs and/or current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of a date in the future or forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative of those terms, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations or events that are beyond the Company's control.

Forward-looking statements include statements regarding the intentions, beliefs or current expectations of the Company concerning, without limitation: (a) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (b) business and management strategies and the expansion and growth of the Company's operations and assets; and (c) the effects of global economic conditions on the Company's business.

Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Important factors that could cause the actual results, performance or achievements of the Company to differ materially from the expectations of the Company include, amongst other things, general business and economic conditions globally, industry and market trends, competition, changes in government and changes in law, regulation and policy, including in relation to taxation, interest rates and currency fluctuations, the outcome of any litigation, the impact of any acquisitions or similar transactions, and IT system and technology failures. Such forward-looking statements should therefore be construed in the light of such factors.

Neither the Company nor any of its Directors, officers or advisers provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.

Forward-looking statements contained in this announcement apply only as at the date of this announcement. Other than in accordance with its legal or regulatory obligations (including under the Prospectus Regulation Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules and UK MAR) the Company is not under any obligation and the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecast or estimate

No statement in this announcement is intended as a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per Ordinary Share or income, cash flow from operations or free cash flow for the Company, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per Ordinary Share or income, cash flow from operations or free cash flow for the Company, as appropriate.

Presentation of financial information

References to "£", "GBP", "pounds", "pounds sterling", "sterling", "p" and "pence" are to the lawful currency of the United Kingdom.

Certain financial data has been rounded, and, as a result of this rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data.

 

END