Merger discussions ended and buyback launched
NEWS RELEASE I N G P R O P E R T Y T R U S T Auckland • 5 June 2007
Merger discussions ended and buyback launched
The Board of directors of ING Property Trust Management Limited (the “ING Board”) has advised that merger discussions with the Board of directors of the manager of Calan Healthcare Properties Trust (“Calan”) have ended.
The independent directors on the Boards of both trusts jointly appointed an independent appraiser to opine on whether a particular scrip for scrip exchange ratio was fair to both sets of unitholders. The appraiser presented a draft report to both Boards, which indicated that the particular exchange ratio was fair.
While the independent directors on the ING Board wished to proceed with the proposal on the terms contemplated, the Calan Board was not satisfied the proposal was one that justified progressing it further with a view to presenting it to Calan unitholders.
The ING Board is disappointed that this current opportunity has been lost for the unitholders of both trusts.
ING Property Trust (the “Trust”) also announced its intention to undertake an on-market buyback of its units on the following terms:
• Unit purchases may occur during the period commencing 8 June 2007 and, if the unit buyback programme has not been completed or suspended earlier, concluding on 6 June 2008;
• The Trust may acquire up to a maximum of 54,173,747 units (being 10% of the current number of units in the Trust on issue); and
• The units purchased shall be deemed cancelled upon repurchase.
The decision to undertake this on-market buyback was taken following the termination of the Calan merger discussions and the recent fall in the Trust’s unit price, which has traditionally traded at a premium to its net asset backing, but is now trading at a discount. The net asset backing of the units of the Trust is $1.30 per unit as at 31 March 2007.
The ING Board believes a prudent capital management approach at this point is to invest back into the Trust. It would evaluate the buyback situation on a day-by-day basis.
Mr Michael Smith, Chairman of the ING Board, said: “The focus of the Board and management is to consistently provide attractive total returns to the Trust’s unitholders within acceptable risk parameters. We believe that our units, at current levels, represent demonstrably good value and, while they remain so, the Trust will be actively seeking to purchase them through an on-market buyback”.
Mr Smith noted that the buyback would not affect the Trust’s intention to elect into the PIE regime or its ongoing acquisition of properties that provides unitholders with attractive total returns.
ENDS