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.
ENDS