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ING Property Trust launches market stand

25 January 2006

ING Property Trust launches market stand for stake in Calan Healthcare

ING Property Trust Investments Limited (ING Property Investments), a wholly owned entity of ING Property Trust, today launched a stand in the market to acquire up to 9.7% of the units in Calan Healthcare Properties Trust (“Calan”) from persons not associated with ING Property Trust.

ING Property Investments is offering $1.25 per Calan unit. This is at a premium to the highest price at which Calan units have ever traded on market, and a premium of:

- 16 per cent to the volume weighted average price that Calan units have traded on NZX over the last 12 months;

- 9 per cent to the price Calan units last traded on the NZX on Tuesday 24 January 2006;

- 14 per cent to the consensus valuation of $1.10 a unit based on the latest published research by the four NZX brokers who report on Calan and a premium to Calan’s recently revalued net tangible assets per unit.

ING (NZ) Limited, a separate entity, already holds on behalf of third party clients approximately 10.2% of Calan through its managed funds operation. The NZX has ruled that ING (NZ) Limited is an associated party of ING Property Investments as a result of common ownership of the manager of ING Property Trust.

Under the market stand, ING Property Investments is seeking to acquire a holding, when aggregated with ING (NZ) Limited’s holding, of up to 20% of the units in Calan. In practical terms, given ING (NZ) Limited’s existing holding, ING Property Investments is seeking to acquire up to 9.7% from persons not associated with it. ING (NZ) Limited is entitled to participate in the stand on the same terms as any other Calan unitholder, but any such purchases will not count towards the 9.7% holding described above.

NZX has been requested to establish a special order facility, under code SPEC1 to allow all Calan unitholders the opportunity to tender into the stand.

Calan unitholders are requested to note that the stand will operate on a ‘first in first served’ basis and will close when filled.

Commenting on the stand, ING Property Trust Management Limited’s Managing Director Andrew Evans said ING Property Trust considered the price to be a very full and fair price for Calan, and ING Property Trust was committed to a disciplined approach to acquisitions. He noted that a successful market stand was a precursor to the filing of a restricted transfer notice with Calan and NZX in respect of an offer for all the remaining units in Calan.

“A decision to proceed with the restricted transfer notice will be made when the outcome of the market stand is known and the terms have been determined.”

“We would anticipate that the consideration offered under any further offer will be a combination of cash and ING Property Trust units at the same effective price as the market stand (based on an ING Property Trust unit price of $1.20),” Mr Evans said. “The mixture is yet to be finally determined.”

“By incorporating the Calan specialist health sector properties into ING Property Trust’s diversified portfolio of high quality property assets, the issues surrounding Calan’s high tenant and property-specific concentration and risk are mitigated. The inclusion of ING Property Trust units as consideration will give Calan unitholders the ability to continue to participate in these benefits through the combined group.”

ING Property Investments’ market stand is conditional on it receiving acceptances under the stand of at least 7% from persons not associated with it. ING Property Investments has reserved the right to waive this minimum acceptance condition.

The market stand also features an escalation clause, the terms of which are detailed in the notice of Special Order Facility. Following the completion of the stand, if ING Property Investments makes a full offer for Calan units and increases the consideration payable beyond $1.25 per unit (based on the closing ING Property Trust unit price on the day prior to announcement of the increase) all sellers in the stand will receive a cash top-up.


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