ING And Urbus Provide Takeover Notice
ING And Urbus Provide Takeover Notice And Target Company Statement To Effect Merger
ING Property Trust (“ING”) and Urbus Properties Limited (“Urbus”) announced today that ING has given Urbus a formal Notice of Takeover, and Urbus has provided ING with its formal Target Company Statement, in respect of the takeover offer by ING of Urbus to effect the proposed merger of their two entities. The Target Company Statement is accompanied by an independent report on the merits of the offer prepared by Horwath Porter Wigglesworth.
As previously indicated to the market, and now endorsed by a favourable independent report, the Board of Urbus confirms it believes the offer represents fair value for Urbus security holders. The Board of Urbus is recommending Urbus security holders accept the offer in respect of all their Urbus securities.
The offer by ING Property Trust Holdings Limited (a company wholly owned by ING) is to purchase all the ordinary shares, convertible notes and mandatory convertible notes in Urbus in exchange for units in ING.
Under the offer, which is subject to standard conditions, Urbus shareholders and convertible noteholders will receive 0.980 ING units for every one Urbus share or convertible note held. Holders of Urbus mandatory convertible notes will receive ING units based on the following ratios:
Class Maturity Date Interest Rate ING Units offered per Urbus MCN 10 31 March 2006 10.5% 0.982 11 31 March 2006 12.0% 1.001 12 31 March 2006 12.5% 1.007 13 31 March 2006 14.0% 1.026 14 31 March 2010 14.0% 1.134
Mandatory convertible noteholders will obtain more ING units per Urbus security under the offer compared to ordinary shareholders and convertible noteholders to reflect the interest rate on their notes for the period through to their maturity.
The boards of both ING and Urbus believe the merged entity will provide a number of benefits for Urbus security holders, including:
• A projected increase in annual gross earnings for Urbus ordinary shareholders and for convertible noteholders for the year ending 31 March 2006; • A larger and more diversified property portfolio; • A lower debt level; and • Greater liquidity of their interests on the NZSX.
Broader benefits include costs savings for the combined group, greater investment opportunities and a simplified capital structure. The merged entity will create New Zealand’s second-largest listed property trust, with assets under management of around $800 million against total liabilities of $250 million, resulting in a market capitalisation of approximately $550 million.
These benefits are described in further detail in the Notice of Takeover, the Target Company Statement, and the prospectus and investment statement that has been prepared in connection with the units in ING offered as consideration under the offer. Copies of these documents have been provided to NZX.
If the offer is successful, Urbus will become a company wholly owned by ING and the holders of Urbus securities will become unitholders in ING.
The offer is scheduled to open on 27 April 2005 and close on 3 June 2005 (unless extended in accordance with the Takeovers Code).
The formal offer documents, including the relevant Acceptance & Transfer Forms, are expected to be sent to all Urbus security holders on 28 April 2005.
Urbus has today also declared a gross final dividend for the year ended 31 March 2005 of 4.6 cents per share (4.5 cents last year), which is payable on 20 May 2005. No imputation credits are attached. The record date for this dividend is 6 May 2005. This takes the Urbus gross full-year dividend paid to 9.2 cents per share (9 cents last year).
ING is yet to finalise its dividend for the quarter ended 31 March 2005, but has confirmed that the gross dividend will not exceed 2.775 cents (10.8 cents in respect of the full year ended 31 March 2005).