Sale of Shares

RNS Number : 3846Z

UK Commercial Property Trust Ltd

15 March 2012

 



THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

UK Commercial Property Trust Ltd

15 March 2012

SALE OF SHARES

Phoenix Life Limited ("Phoenix") announces today its intention to sell up to £30 million of shares (the 'Placing Shares') in UK Commercial Property Trust Limited ("Company") at a price of 69 pence each representing approximately 3.6 per cent of the Company's issued share capital (the "Placing").

The Placing is being conducted through an accelerated bookbuild which will be launched immediately following this announcement. J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove is acting as sole bookrunner in connection with the Placing. NJR Research is also acting as joint placing agent. The Placing is not being underwritten and is subject to the conditions set out in the placing agreement between the Seller and J.P. Morgan Cazenove.

The price represents a discount of 5.5% to the Company's closing middle market price of 73p as at 14 March 2012 and a discount of 7% to the 31 December 2011 NAV of 74.19p (with swaps valued at market and adjusted for the 1.3125 pence per share quarterly dividend that went ex on 8 February 2012).

The bookbuilding, which will establish the number of Placing Shares to be sold, is expected to end at 12pm on 16 March 2012. The exact number of Placing Shares to be sold in the Placing will be announced thereafter. J.P. Morgan Cazenove reserves the right to close the book at any earlier date and to increase or decrease the size of the Placing. Settlement is expected to be on 21 March 2012.

The Seller does not currently intend to make any further significant disposals of its ordinary shares and has agreed to enter into a lock-up arrangement with J.P. Morgan Cazenove for a period of six months with respect to its residual holdings in the Company.

Enquiries:

Ignis Asset Management                              [phone]

Gary Hutcheson

J.P. Morgan Cazenove                                  [phone]

Robert Fowlds

Edward Gibson-Watt

Barry Meyers

NJR Research                                               [phone]

Nigel Russell

Graham Reaves

FTI Consulting                                               [phone]

Stephanie Highett

Richard Sunderland

Will Henderson

[e-mail]

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended ("US Securities Act"), and may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, within, into or from the United States or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act). The Placing Shares are being offered and sold to non-US persons outside the United States in offshore transactions within the meaning of and in accordance with Regulation S under the US Securities Act. No public offering of the shares referred to in this announcement is being made in the United States, United Kingdom or elsewhere. No money, securities or other consideration from any person inside the United States is being solicited and, if sent in response to the information contained in this announcement, will not be accepted.

This announcement has been issued by, and is the sole responsibility, of the Seller. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by J.P. Morgan Cazenove, NJR Research or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

J.P. Morgan Securities Ltd., which conducts its UK investment banking activities as J.P. Morgan Cazenove and which is authorised and regulated by the Financial Services Authority, is acting for the Seller in connection with the Placing and no one else and will not be responsible to anyone other than the Seller for providing the protections afforded to clients of J.P. Morgan Securities Ltd. nor for providing advice in relation to the Placing or any other matter referred to in this announcement.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Seller, NJR Research or J.P. Morgan Cazenove that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Seller, J.P. Morgan Cazenove and NJR Research to inform themselves about, and to observe, and such restrictions.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area who are qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, as amended ("Qualified Investors"), being persons falling within the meaning of Article 2(1)(E) of the EU Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing directive measure in any member state) (the "Prospectus Directive"); and (b) in the United Kingdom, qualified investors who are persons who (i) have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) are persons falling within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc.") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons in (a) and (b) together being referred to as "relevant persons"). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. This announcement does not itself constitute an offer or sale or subscription of any securities in the Company.

Each person invited to participate in the Placing ("Placee") should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that J.P. Morgan Cazenove or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with J.P. Morgan Cazenove, any money held in an account with J.P. Morgan Cazenove on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the Financial Services Authority made under the Financial Services and Markets Act 2000. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from J.P. Morgan Cazenove's money in accordance with the client money rules and will be used by J.P. Morgan Cazenove in the course of its own business and the Placee will rank only as a general creditor of J.P. Morgan Cazenove.

All times and dates in this announcement may be subject to amendment.

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