Business
Conditional Acquisition
Conditional Acquisition.
About this update from Regional Reit Ltd.
[{"type":"text","content":"\n \nRNS Number : 6676X Regional REIT Limited 23 February 2017 \n\n23 February 2017\n \nRegional REIT Limited\n \nConditional Acquisition of c. £129m of Property Assets from The Conygar Investment Company PLC\n \nSignificant deal to expand UK regional footprint and expand asset management opportunities\n \nRegional REIT Limited (LSE: RGL) (\"Regional REIT\", \"the Group\" or \"the Company\"), the UK regional office and industrial property focused REIT, today announces that it has reached an agreement with The Conygar Investment Company PLC (\"Conygar\") (LSE: CIC) to acquire UK regional office, industrial and retail & retail distribution investment properties owned by Conygar (the \"Conygar Property Portfolio\" or the \"Portfolio\"), valued at c. £129m. Regional REIT will acquire the properties by way of purchasing the Special Purpose Vehicles (\"SPVs\") that own the individual assets. Pursuant to the terms of the proposed acquisition Regional REIT will issue ordinary shares at its EPRA Net Asset Value (30 June 2016), adjusted as agreed between the parties, to acquire the Conygar Property Portfolio at the net asset value of the SPVs, again adjusted as agreed between the parties.\n \nThe consideration will be satisfied as to £28.0m by the issue of approximately 26.3m Regional REIT ordinary shares to Conygar (subject to adjustment) and the assumption of two existing secured banking facilities (totalling £69.5m). The balance of the consideration will be satisfied by Regional Commercial Midco Limited, a wholly owned subsidiary of Regional REIT, acquiring Conygar ZDP PLC (\"Conygar ZDP\") (LSE: CICZ), a wholly-owned subsidiary of Conygar, and assuming Conygar's obligations to fund the liabilities of Conygar ZDP (subject to certain agreed adjustments), being approximately £35.7m in relation to zero dividend preference shares (\"ZDPs\") issued by Conygar ZDP as at the expected date of completion on 24 March 2017. The total consideration for the proposed acquisition, which includes shared transaction savings and certain balance sheet adjustments agreed between the parties, is subject to a potential net assets adjustment following completion. \n \nThe proposed acquisition is conditional upon the approval of Conygar's ordinary shareholders and, separately, of the holders of the ZDPs. In addition, th...