Acquisition
Real Estate Investors PLC ("the Company" or "REI")
Proposed Acquisition of Rightforce Limited ("Rightforce")
The Company announces the proposed acquisition of Rightforce, a special purpose
vehicle, whose sole asset is the freehold interest in a modern, fully let,
office building, adjacent to Watford Junction (BR) station ("the Acquisition").
The property is of a high specification with, importantly, underground secure
parking, as well as surface parking that, in the medium term, offers additional
development opportunities. Tenants include Zurich Insurance and Royal Mail.
REI has agreed, subject to Shareholder approval, to acquire the entire issued
share capital of Rightforce for a total consideration equal to the net asset
value of Rightforce, which will be satisfied by the payment of £295,036 in cash
and the balance through the issue of 7,000,000 new ordinary shares of 1p per
share in the Company ("Ordinary Shares") at 10p per share ("Consideration
Shares"). The cash element of the consideration will be financed through a new
term loan facility from the Royal Bank of Scotland, which will also be used to
discharge the existing borrowings of Rightforce to Nationwide Bank plc and other
indebtedness to shareholders and others.
The vendors of Rightforce comprise Lawrence Brown who owns 33.3 per cent.,
Neville Freed who owns 16.7 per cent. (both of whom hold these shares in nominee
capacity for Point Star Shipping & Finance Limited), and certain Peter Lewin
family interests, in which Peter Lewin, a director of the Company, has a
beneficial interest, which, in aggregate, own the balance. The vendors have
agreed to a 12 month lock-in period for the Consideration Shares.
The property held by Rightforce has been valued by an independent professional
valuer, King Sturge LLP Chartered Surveyors, at £2,440,000 with the potential to
increase to £2,590,000 on completion of a further lease which is currently under
negotiation. The rental income attributable to the property is approximately
£175,000 per annum (potentially increasing to £185,000 per annum on completion
of the new lease negotiation). Following completion of the Acquisition, REI will
benefit from an increase of approximately £72,000 to its annual profit before
tax.
As the Acquisition is a substantial property transaction involving a director of
the Company (Peter Lewin), pursuant to s320 of the Companies Act 1985, it
requires the approval of Shareholders in general meeting.
The Company is convening an extraordinary general meeting ("EGM") to be held at
the offices of Smith & Williamson Corporate Finance Limited, 25 Moorgate, London
EC2R 6AY at 11:00am on 19 July 2006 for the purpose of proposing, and if thought
fit, passing the resolutions set out in the notice to be sent to Shareholders
today.
The resolution dealing with the approval of the Acquisition is set out in
Resolution 1 of the notice convening the EGM.
Assuming the Acquisition is approved by Shareholders, Mr Brown will be allotted
2,331,000 Consideration Shares and Dr Freed will be allotted 1,169,000
Consideration Shares, to be held as nominees for Point Star Shipping & Finance
Limited. This will bring the total number of Ordinary Shares in which each is
interested (including those held indirectly by him through Point Star Shipping &
Finance Limited) to 3,886,000 representing 4.60 per cent. of the resultant
issued share capital of the Company and 2,724,000 representing 3.22 per cent. of
the resultant issued share capital of the Company, respectively. Peter Lewin's
family interests will be allotted 3,500,000 Consideration Shares. As a result,
Peter Lewin's beneficial interest in the Company will be 10,250,000 Ordinary
Shares representing 12.14 per cent. of the resultant issued share capital of the
Company.
Assuming Shareholders approve Resolution 1, application will be made for the
Consideration Shares (which will rank pari passu with the Company's existing
Ordinary Shares) to be admitted to trading on AIM, and this is expected to take
place on 20 July 2006.
In addition, parties connected to Peter Lewin are considered a related party of
the Company as defined by the AIM Rules, in particular Rule 13. The Board,
including the Proposed Directors, (with the exception of Peter Lewin who has an
interest in the Acquisition and is therefore considered a related party), having
consulted with the Company's nominated adviser, Smith & Williamson Corporate
Finance Limited, believes that the Acquisition is fair and reasonable insofar as
the Shareholders are concerned.
At the EGM, it is also proposed that the Board be given discretion to issue and
allot unissued Ordinary Shares, up to a maximum nominal amount of £500,000,
without the requirement to offer such shares on a pre-emptive basis to existing
shareholders first.
The resolutions dealing with the increase in Directors' authorities to allot
shares are set out in Resolutions 2 and 3 of the notice of EGM.
The Company has received irrevocable undertakings from Paul Bassi and Marcus
Daly, the proposed directors announced separately today, to vote in favour of
the resolutions to be proposed at the EGM in relation to their holdings in REI.
Mr Bassi has also agreed to use his reasonable endeavours to procure that the
other investors introduced by him to the subscription announced today also vote
in favour of the resolutions, which would amount, in aggregate with the holdings
of the proposed directors, to 22,525,000 Ordinary Shares representing 29.54 per
cent. of the Company's issued share capital immediately prior to the EGM.
For further information, please contact:
Real Estate Investors PLC
Peter Lewin, Chief Executive
Malcolm Lewin, Finance Director
www.reiplc.com
01923 776633
Christopher Joll
mj2 ltd
020 7491 7776
26 June 2006