Calan Healthcare Properties Trust – Response To Restricted Transfer Notice
Statement made by Bruce Davidson and Miles Wentworth, Chairman and CEO, Calan Healthcare Properties Limited
Overview Of Calan’s Position
A committee of the Independent Directors advises Calan unit holders to take no action in relation to the offer by ING
until they receive a formal recommendation from the Independent Committee and a copy of an Independent Report from a
suitably qualified independent firm
Calan will shortly release its interim accounts for the six months ending 31 December 2005
Calan will release recently commissioned valuations for its Australian properties and will commission valuations for its
two Auckland properties not valued as part of the interim accounts process.
The Independent Directors’ recommendation, the Independent Report, interim accounts and revaluations will be forwarded
to unit holders as soon as available.
ING Property Investments Offer
On 31 January 2005, Calan Healthcare Properties Trust (Calan) received a restricted transfer notice setting out ING
Property Trust Investments Limited’s intention to make a takeover offer for Calan. ING Property Investments intends to
offer $0.63 cash plus 0.528 units in ING Property Trust, to be adjusted for any Calan dividends, (including the recently
announced gross distribution of 2.3 cents per Calan unit for the financial quarter ended 31 December 2005), for each
Calan unit.
The ING Property Investments offer is conditional on, among other things, ING Property Investments receiving acceptances
for 75% of the units in Calan.
Independent Committee
The Board of Calan Healthcare Properties Limited (the manager of Calan) has appointed an Independent Committee
comprising Bruce Davidson, Tim Saunders and Jock Irvine (the Independent Committee) to respond to the offer.
The Independent Committee will respond to the offer in accordance with the provisions of the NZX Listing Rules. Given
Calan is a Unit Trust, the offer by ING Property Investments, is not governed by the Takeovers Code.
The role of the Independent Committee is to provide a recommendation to unit holders in relation to the ING Property
Investments offer, and to this end it has appointed Macquarie New Zealand Limited as its financial adviser. The
Independent Committee will appoint a firm to provide an Independent Report in relation to the offer. Calan is currently
seeking approval of the NZX to appoint a suitably qualified independent firm to that role. On receipt of the NZX’s
approval a further announcement to market will be made detailing who that party is. The Independent Report is expected
to be sent to unitholders on 17 February 2006, in accordance with the timetable prescribed in the NZX Listing Rules.
Unit holders will be best placed to assess the ING Property Investments offer after they have read a formal
recommendation from the Independent Committee and a copy of the Independent Report. ING Property Investments have
announced that the offer will remain open for an initial period of eight weeks. The offer should therefore be open for
at least this period after unitholders receive a recommendation from the Independent Committee. Accordingly, the
Independent Committee advises Calan unit holders to take no action in relation to the offer by ING Property Investments
until they receive a formal recommendation from the Independent Committee and a copy of the Independent Report.
Further Upside
Mr Bruce Davidson, Chairman of Calan, said that unit holders should be confident that Calan is very well positioned
with:
high quality properties,
quality tenants,
an income stream with a high proportion (82%) of rent rolls subject to annual increases by the consumer price index,
extremely long leases (weighted average lease term of 11.6 years);
an occupancy of 99%;
a strong income distribution, currently 9.2 cents per unit per annum;
and substantial further upside in value from
the portfolio experiencing continued enhancement of property values;
the opportunity that the Ascot Clinics site presents,
the extension at Ascot Hospital; and
the surplus debt capacity within the balance sheet.
The restructuring and repositioning under taken over the past 2 years have been the driver to Calan’s strong performance
– Calan has out performed the NZ listed property index.
Mr Davidson also noted that Calan’s management team has over a number of months been actively working on specific growth
opportunities to utilise Calan’s assets and currently under geared balance sheet.
Updated Valuations
Calan will shortly release its interim accounts for the 6 months ending 31 December 2005. Those accounts will contain
updated valuations for a number of Calan’s properties. In order to ensure that unitholders have an up to date view of
the value of Calan’s individual properties, Calan will also release to the market the valuations that were recently
commissioned for Calan’s Australian properties, and will commission valuations for the Auckland properties that were
last revalued in June 2005. Calan expects that unit holders will be provided with all of those valuations as soon as
they become available.
Next Steps
The next steps that will occur in the offer process are as follows:
A suitably qualified independent firm will be appointed to provide the Independent Report (once their proposed
appointment has been approved by NZX);
ING Property Investments will send a written offer document and investment statement to Calan unitholders; The
Independent Committee will issue a response to ING Property Investments’ restricted transfer notice which provides the
information prescribed by Listing Rule 4.5.6 the NZSX Listing Rules;
The Independent Report and the recommendation of the Independent Committee will be sent to Calan unitholders;
ING Property Investments has indicated that its offer will be open by the end of February 2006.