TIDMEPIC
RNS Number : 5189X
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 GBP200.8 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 satis ed 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 20 December 2023
of General Meeting
Last day of dealing in the Ordinary Shares 8 January 2024
through CREST on a normal rolling two
day settlement basis
Deadline for receipt of Forms of Proxy 10.00 a.m. on 9 January
2024
Close of Register of Members, Record Date 6.00 p.m. on 10 January
for participation in the members' voluntary 2024
liquidation and Settlement of Ordinary
Shares disabled in CREST
Suspension of Ordinary Shares from listing 7.30 a.m. on 11 January
on the Of cial List and from trading on 2024
the Main Market
General Meeting 10.00 a.m. on 11 January
2024
Appointment of Liquidators 11 January 2024
Cancellation of the listing of the Ordinary 8.00 a.m. on 12 January
Shares on the Of cial List and of the 2024
trading of the Ordinary Shares on the
Main Market
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", "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.
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END
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