Hansteen has agreed an all cash deal to buy Industrial Multi-Property Trust (IMPT), the group that last month won its bitter battle with rebel shareholders to retain control of the company.
Under the terms of the offer, IMPT shareholders will receive 300p in cash for each share held, which values the entire issued ordinary share capital of IMPT at £25,228,560. The offer represents a 22.4% premium to IMPT’s closing price on Thursday.a premium of 5.6% over IMPT’s last reported NAV at 30 June 2016 of 284p per IMPT Share.
IMPT owns a £85.5m light industrial portfolio, but the offer price has been set with regard to the company’s high level of gearing.
Last month’s IMPT shareholders rejected proposals put forward by the company’s largest shareholder Alpha Real Trust (ART) to remove two independent directors, the chairman Jonathan Clague and Donald Lake. Shareholders also backed an amendment to the company’s objectives proposed by the independent directors allowing a sale of the portfolio “at a value which is not less than a valuation by an independent valuer within three months prior to any sale.”
The overall margin of victory for the independent directors was slight, with 53% supporting them. However, Clague said that excluding holdings of ART and a related company, shareholders voted by “a ratio of over six to one” to back them.
The dispute, which centred on the company’s financing strategy, escalated early last month when IMPT accused ART of sending out voting forms already completed in line with ART’s recommendations.
Following the victory IMPT’s independent directors gave notice to IMPT’s current investment adviser and manager, Alpha, to terminate the existing investment management agreement between the two firms. Hansteen has granted an option to IMPT to appoint Hansteen, or one of its affiliates, as IMPT’s new investment adviser and manager, regardless of the outcome of the offer.
Jonathan Clague, chairman of IMPT, said: “The offer provides all IMPT shareholders with the opportunity of a cash exit at a significant premium to IMPT’s recent share price. Furthermore, the 300p per share offer price represents considerable progress from IMPT’s refinancing in 2013 and over five times the share price of 54p in August 2015 just before IMPT announced initiatives aimed at improving shareholder value.”
In a statement Ian Watson and Morgan Jones, joint chief executives of Hansteen, said: “The IMPT portfolio, being very similar in nature to Hansteen’s own UK portfolio, can be easily absorbed on to our asset management platform with limited additional cost. With experienced management teams in seven offices around the UK, which build close relationships with tenants and local stakeholders, we are well positioned be able to achieve sustainable growth in the portfolio’s rental income and occupancy through our intense asset management initiatives. We have a long standing track record of achieving above average returns for our stakeholders.”
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