The Bidco Board and the Japanese Residential Investment Company Board are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Bidco for the entire issued, and to be issued, share capital of JRIC.
Bidco is a newly-incorporated entity indirectly wholly-owned and controlled by the Blackstone Funds. Blackstone is a global leader in real estate investing. Blackstone’s real estate business was founded in 1991 and, as of 30 September 2015, had approximately U.S.$93 billion in investor capital under management. Blackstone’s real estate portfolio includes hotel, office, retail, industrial and residential properties in the US, Europe, Asia and Latin America. Major holdings include Hilton Worldwide, Invitation Homes (single family homes), Logicor (pan-European logistics), SCPG (Chinese shopping malls) and prime office buildings in the world’s major cities. The Blackstone real estate business also operates one of the leading real estate finance platforms, including management of the publicly traded Blackstone Mortgage Trust, Inc.
Under the terms of the Offer, Scheme Shareholders will be entitled to receive 72 pence in cash (the “Offer Price”) for each Scheme Share. The Offer values JRIC’s entire issued, and to be issued, share capital at approximately £152.6m. The Offer Price represents a premium of approximately:
- 31.8 per cent. to the Closing Price of 54.6 pence per JRIC Share on 12 November 2015;
- 32.7 per cent. to the Volume Weighted Average Price per JRIC Share of 54.2 pence during the three month period ended 12 November 2015 (being the last practicable date prior to the commencement of the Offer Period);
- 27.9 per cent. to the unaudited NAV per JRIC Share of 56.3 pence as at 31 May 2015, the date of JRIC’s half year end; and
- 24.1 per cent. to the unaudited NAV per JRIC Share of 58.0 pence as at 31 August 2015.
As part of its evaluation of the Offer, the JRIC Board has commissioned an updated valuation of the Wider JRIC Group’s property portfolio as at 31 October 2015. This valuation will be contained in the Scheme Document which is currently expected to be posted to JRIC Shareholders before the end of November.
The Offer is conditional on, amongst other things, the approval of the Scheme Shareholders at the Court Meeting, the approval of the JRIC Shareholders at the JRIC EGM and the approval by an ordinary resolution on a poll of Independent JRIC Shareholders to approve the Asset Management Transition Agreement at the JRIC EGM.
The JRIC Board also announces that it has received a separate approach from a third party at a price of 72 pence per JRIC Share which may or may not lead to an offer. Discussions with this third party are at an early stage and it is carrying out due diligence. This announcement does not constitute a firm intention to make an offer by this third party and there can be no certainty that any offer will ultimately be made by such third party or as to the terms on which any such offer would be made. JRIC notes that, in accordance with Rule 2.6(e) of the City Code, the third party will have until 5.00 p.m. on the date which is seven days before the Court Meeting to announce either a firm intention to make an offer for JRIC or confirm to JRIC that it does not intend to make an offer, in which case JRIC must promptly announce that fact and the third party will be treated as if it had then made a statement to which Rule 2.8 of the City Code applies. For the purposes of Rule 2.5 of the City Code, this announcement has not been made with the consent of this third party.
JRIC : Bid for Japanese Residential Investment Company