ING UK Real Estate Income Trust Limited
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) OR TO US PERSONS (AS SUCH TERM IS DEFINED UNDER REGULATION S OF THE US SECURITIES ACT OF 1933, AS AMENDED) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 May 2010
Recommended Offer by IRET Securities Limited
(a wholly owned subsidiary of ING UK Real Estate Income Trust Limited)
for Rugby Estates Investment Trust plc
Offer Wholly Unconditional
The Board of ING UK Real Estate Income Trust Limited ("ING UK RET") announces that its Offer for Rugby Estates Investment Trust plc ("Rugby REIT") has become unconditional in all respects following valid acceptances received in respect of 56,840,288 ordinary shares of 1p each ("Shares") in Rugby REIT, representing in total approximately 96.43 per cent. of Rugby REIT Shares to which the Offer related, and Admission of 13,399,728 New ING UK RET Ordinary Shares which has been approved earlier today. All remaining conditions of the Offer have been waived by the Board of ING UK RET.
As stated in the announcement dated 13 May 2010, the Offer, including each of the Share Offer, the ZDP Alternative and the Cash Alternative, will remain open for acceptances until 1.00 pm (London time) on 26 May 2010 unless extended.
ING UK RET intends to procure that Rugby REIT will apply to the London Stock Exchange ("LSE") to cancel the trading of Rugby REIT Shares and the listing of Rugby REIT Shares on the LSE ("De-listing"). It is anticipated that De-listing will take effect no earlier than 15 June 2010 which is 20 business days from today's date.
Since ING UK RET has received valid acceptances and acquired over 90 per cent. of Rugby REIT Shares to which the Offer relates, ING UK RET will seek to exercise its rights pursuant to the provisions of sections 974 to 991 of the Companies Act 2006 to acquire compulsorily the remaining Rugby REIT Shares in respect of which the Offer has not been accepted. A further announcement will be made as appropriate.
For further information:
ING Real Estate Investment Management Tel: 020 7767 5648
ING Corporate Finance Tel: 020 7767 1000
(Joint Financial Adviser to ING UK RET)
J.P. Morgan Cazenove Tel: 020 7588 2828
(Joint Financial Adviser and Broker to ING UK RET)
Northern Trust Tel: 01481 745 529
Financial Dynamics Tel: 020 7269 7144
(Financial PR) / 020 7269 7261
Terms defined in the Offer Document dated 21 April 2010 have the same meaning in this Announcement, unless the context requires otherwise.