FCPX F&C Commercial

 

TIDMFCPX 
 
RNS Number : 2076V 
F&C Commercial Property Trust Ltd 
06 July 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE 
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
For immediate release 
6 July 2009 
RECOMMENDED SHARE FOR SHARE EXCHANGE OFFER 
by 
NEW FCPT LIMITED 
to acquire the entire issued share capital of 
F&C COMMERCIAL PROPERTY TRUST LIMITED 
 
Offer declared unconditional 
On 5 June 2009, the board of directors of F&C Commercial Property Trust Limited 
("FCPT") announced proposals (the "Proposals") to establish New FCPT Limited 
("New FCPT") as the new holding company of FCPT, to be implemented by way of a 
recommended share for share exchange offer (the "Offer").  A document setting 
out the background to and the full terms of the Offer (the "Offer Document") was 
published on 5 June 2009 and posted to FCPT Shareholders shortly thereafter 
together with a prospectus relating to New FCPT (the "Prospectus").  The Offer 
was conditional upon, inter alia, valid acceptances of the Offer being received 
(and not, where permitted, withdrawn) in respect of not less than 90 per cent. 
in value of the issued FCPT Shares. 
Offer declared unconditional 
The board of directors of New FCPT announces that as at 1.00 p.m. (London time) 
on 3 July 2009 (being the second closing date of the Offer), valid acceptances 
of the Offer had been received in respect of a total of 639,215,273 FCPT Shares, 
representing approximately 93.9 per cent. of the existing issued share capital 
of FCPT (excluding treasury shares). 
Save as disclosed above, as at 1.00 p.m. (London time) on 3 July 2009, New FCPT 
did not have any other interests in any relevant securities of FCPT. 
The board of directors of New FCPT announces that all of the conditions of the 
Offer, as set out in the Offer Document, other than the admission ("Admission") 
to listing and trading of the New FCPT Shares, have now been satisfied and that, 
accordingly, the Offer has become unconditional in all respects subject only to 
Admission. 
It is expected that Admission of 639,215,273 New FCPT Shares to listing on the 
UK Listing Authority's Official List and to trading on the main market of the 
London Stock Exchange will take place at 8.00 a.m. on 7 July 2009 and that the 
new shares will be issued simultaneous with Admission. 
Settlement of the consideration to which any FCPT Shareholder is entitled under 
the Offer in respect of valid acceptances received on or before 1.00 p.m. 
(London time) on 3 July 2009 will be effected by the crediting of relevant CREST 
accounts (in the case of uncertificated holders) at or before 8.00 a.m. on 7 
July 2009 or by the issue of share certificates (in the case of certificated 
holders) in the week commencing 13 July 2009. 
The New FCPT Shares to be issued in connection with the Offer will be issued 
credited as fully paid and will rank pari passu with the existing issued 
ordinary share of New FCPT. 
Suspension and cancellation of listing 
Immediately after the first share for share exchange which it is expected will 
take place at 8.00 a.m. on 7 July 2009, New FCPT will hold over 90 per cent. of 
the issued shares in FCPT. Accordingly, as set out in the Prospectus and Offer 
Document, FCPT has requested the suspension and cancellation of the listings of 
the FCPT Shares on the Official Lists of the UK Listing Authority and the 
Channel Islands Stock Exchange and the trading in the FCPT Shares on the London 
Stock Exchange and the Channel Islands Stock Exchange. It is expected that the 
suspension will become effective at 7.30 a.m. on 7 July 2009 and the 
cancellation will become effective at 8.00 a.m. on 4 August 2009. 
Notwithstanding the suspension of the listing, transfers of FCPT Shares will 
continue to be registered. 
Shareholders who have not already accepted the Offer and who do not wish to hold 
an investment in FCPT Shares with a suspended or cancelled listing should accept 
the Offer as soon as possible as set out in more detail below. 
Extension of the Offer 
The Offer, which remains subject to the terms and conditions set out in the 
Offer Document, is being extended and will remain open for acceptance until 
further notice. 
FCPT Shareholders who have not yet accepted the Offer are urged to do so as soon 
as possible. 
For FCPT Shares held in certificated form, to accept the Offer, Forms of 
Acceptance should be completed, signed and returned in accordance with the 
instructions set out in paragraphs 10(a) and 10(b) of the letter from New FCPT 
in Part II of the Offer Document and on the Form of Acceptance, so as to be 
received as soon as possible. 
For FCPT Shares held in uncertificated form (that is, held in CREST) an 
Electronic Acceptance should be made in accordance with the instructions set out 
in paragraphs 10(c) to 10(e) of the letter from New FCPT in Part II of the Offer 
Document as soon as possible. 
FCPT Shareholders who require assistance in accepting the Offer (or who require 
a replacement Form of Acceptance or a further copy of the Offer Document or the 
Prospectus) should telephone Computershare Investor Services PLC (the receiving 
agent for the Offer) on 0870 707 1801 or, if calling from outside the UK, on +44 
870 707 1801. Computershare Investor Services PLC cannot provide advice on the 
Proposals or the merits of the Offer or give any financial, legal or tax advice. 
FCPT Shareholders who are in any doubt as to what action to take are recommended 
to seek their own personal financial advice immediately from their stockbroker, 
bank manager, solicitor, accountant or other independent financial adviser duly 
authorised under the Financial Services and Markets Act 2000 if they are 
resident in the United Kingdom or, if not, from another appropriately authorised 
independent financial adviser. 
Settlement of the consideration to which any FCPT Shareholder is entitled under 
the Offer in respect of valid acceptances received after 1.00 p.m. (London time) 
on 3 July 2009, and whilst the Offer remains open for acceptance, will be 
effected within 14 days of receipt of such acceptances. By accepting the Offer, 
those FCPT Shareholders who have yet to do so will receive their consideration 
more quickly than will otherwise be the case under the statutory compulsory 
acquisition procedure under which settlement of the consideration is not 
expected to occur prior to November 2009. FCPT Shareholders who have not yet 
accepted the Offer are therefore urged to do so without delay. 
General 
The City Code on Takeovers and Mergers (the "Takeover Code") does not apply to 
the Offer. The Takeover Panel has granted a waiver of the application of the 
Takeover Code to the Offer on the basis that the Proposals are being implemented 
by way of a "mirror" offer. 
Capitalised terms used but not defined in this announcement shall have the 
meanings given to them in the Offer Document. 
Enquiries: 
Douglas Armstrong, Dickson Minto W.S. 
 Tel: +44(0) 20 7628 4455 
Graeme Caton/Graham Reaves/Nigel Russell, G&N Collective Funds Services 
Limited 
 Tel: +44(0) 131 226 4411 
Richard Kirby, F&C REIT Asset Management 
 Tel: +44(0)20 7499 2244 
Mike Woodward, F&C Investment Business Limited 
 Tel: +44(0) 131 718 1097 
The Company Secretary, Northern Trust International Fund Administration Services 
(Guernsey) Limited 
 Tel: +44(0) 1481 745 001 
This announcement does not constitute a prospectus or an equivalent document and 
it is not intended to and does not constitute, or form any part of, an offer or 
invitation to sell or purchase or subscribe for any securities or a solicitation 
of an offer to buy or subscribe for any securities or the solicitation of any 
vote or approval in any jurisdiction, pursuant to the Offer or otherwise. The 
Offer is being made by means of the Offer Document and, in respect of 
certificated FCPT Shares, the Form of Acceptance which contain the full terms 
and conditions of the Offer. Any response to the Offer Document should be made 
only on the basis of information contained in the Offer Document. FCPT 
Shareholders are advised to read the formal documentation in relation to the 
Offer carefully. 
The directors of New FCPT accept responsibility for the information contained in 
this announcement. To the best of the knowledge and belief of the directors of 
New FCPT (who have taken all reasonable care to ensure that such is the case), 
the information contained in this announcement for which they accept 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
Dickson Minto W.S., which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is the sponsor and solicitor to FCPT and to 
New FCPT.  Dickson Minto W.S. is acting exclusively for FCPT and New FCPT and 
for no-one else in relation to the Offer and the listing of the New FCPT Shares 
and will not be responsible to any other person for providing the protections 
afforded to clients of Dickson Minto W.S., nor for advising any other person in 
relation to the Offer, the listing of the New FCPT Shares or any other matter 
referred to in this announcement or in the Offer Document or in the Prospectus. 
Overseas Shareholders 
The laws of the relevant jurisdiction may affect the availability of the Offer 
to persons who are not resident in the United Kingdom. Persons who are not 
resident in the United Kingdom, or who are subject to the  laws of any 
jurisdiction other than the United Kingdom, should inform themselves about, and 
observe, any applicable requirements. 
The Offer is not being made, directly or indirectly, in or into, or by the use 
of the mails of, or by any means or instrumentality (including, without 
limitation, facsimile transmission, telex and telephone) of interstate or 
foreign commerce of, or of any facility of a national securities exchange of, 
the United States, Canada, Australia, Japan or any other Restricted Jurisdiction 
and, subject to certain exemptions, the Offer cannot be accepted by any such 
use, means, instrumentality or facility or from within the United States, 
Canada, Australia, Japan or any other Restricted Jurisdiction. Accordingly, 
neither this announcement nor the Offer Document nor the Prospectus nor the Form 
of Acceptance is being, and must not be, directly or indirectly, mailed or 
otherwise forwarded, transmitted, distributed or sent in, into or from the 
United States, Canada, Australia, Japan or any other Restricted Jurisdiction. 
Doing so may render invalid any purported acceptance of the Offer. All FCPT 
Shareholders or other persons (including nominees, trustees or custodians) who 
would or otherwise intend to, or may have a contractual or legal obligation to, 
forward this announcement or the Offer Document or the Prospectus or the Form of 
Acceptance to any jurisdiction outside the United Kingdom should refrain from 
doing so and seek appropriate professional advice before taking any action. 
Further details in relation to overseas shareholders are contained in the Offer 
Document. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPMGGGNKVGGLZM 
 

F&C Commercial (LSE:FCPX)
Historical Stock Chart
From May 2024 to Jun 2024

F&C Commercial (LSE:FCPX)
Historical Stock Chart
From Jun 2023 to Jun 2024