TIDMINLZ TIDMINL
RNS Number : 5699K
Inland ZDP PLC
23 September 2016
IMPORTANT INFORMATION
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT
CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN
OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY TRANSFERABLE SECURITIES NOR
SHALL IT FORM THE BASIS OF ANY CONTRACT FOR THE SALE OF ANY
INTEREST IN A TRANSFERABLE SECURITY OR A SOLICITATION, INDUCEMENT,
ADVICE OR RECOMMENDATION TO EFFECT ANY TRANSACTION OF ANY KIND
WHATSOEVER. IT IS NOT AN OFFER TO BUY, SUBSCRIBE OR ACQUIRE ANY
SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
Press release
Inland ZDP PLC
Issue of 1,131,000 new ZDP Shares
For release on 23 September 2016
Issue of ZDP Shares and use of proceeds
The Board of Inland ZDP PLC ("ZDPCo") is pleased to announce the
issue (the "Issue") of up to 1,131,000 new zero dividend preference
shares of 10 pence each ("ZDP Shares") at a price of 139 pence each
("Issue Price"), subject to the admission of the ZDP Shares to
listing on the Official List (by way of a standard listing under
the Listing Rules) and to trading on London Stock Exchange plc's
main market, for which applications have been made. Dealings in the
ZDP Shares are expected to commence at 8.00 am on 28 September 2016
("Admission").
The gross proceeds of the Issue are up to GBP1,572,090, which
ZDPCo will lend to its ultimate holding company, Inland Homes PLC
("Inland"), pursuant to an interest-free secured loan note to be
entered into between ZDPCo and Inland on or shortly after Admission
("New Loan Note"). The New Loan Note will be on the same terms as
the loan note entered into between ZDPCo and Inland on 20 December
2012. Inland will pay the Issue costs (estimated to be
approximately GBP49,600) out of its own resources and will apply
the proceeds of the Issue to invest in inventories or settle
liabilities to vendors of development sites.
Rights of ZDP Shares
A ZDP Share is not an equity share and does not entitle the
holder to any dividends, but it offers the holder a capital payment
on a fixed date at a higher price than the initial subscription
price, giving the holder a fixed return. The amount due to holders
of ZDP Shares ("ZDP Shareholders"), which accrues over time, is
accounted for as a liability rather than as share capital. ZDP
Shareholders will receive no dividends, but are entitled to receive
155.9 pence per ZDP Share in just under three years and eight
months' time, on 10 April 2019, when ZDPCo will be wound up in
accordance with the terms of the ZDP Shares and the articles of
association of the Company. This equates to a gross redemption
yield on the 139p Issue Price of 4.64 per cent. per annum.
The new ZDP Shares will be identical in all respects to the zero
dividend preference shares of 10 pence each of ZDPCo in issue at
the date of this announcement ("Existing ZDP Shares") and,
therefore, will benefit from the same security arrangements as
described in the prospectus published by ZDPCo on 14 December 2012
(the "Prospectus") in respect of the issue of the Existing ZDP
Shares which is available for download at
http://www.inlandhomes.co.uk/inland-zdp-plc. In summary, these
security arrangements require that Inland places the gross proceeds
of the Issue in the Secured Account as Pledged Cash with first
priority security over that account granted to ZDPCo. Amounts may
be withdrawn by Inland from the Secured Account to fund the
business, and reduce the debt, of the Inland Group subject to first
ranking security over Pledged Assets being granted in favour of
ZDPCo with sufficient value to satisfy 120 per cent. of the accrued
capital entitlement of the ZDP Shares then in issue net of Pledged
Cash.
Key information about the new ZDP Shares:
Expected admission date 8.00 am on 28 September
2016
-------------------------------- ------------------------
ZDP Final Payment Date 10 April 2019
-------------------------------- ------------------------
Issue price per ZDP Share 139 pence
-------------------------------- ------------------------
Final Capital Entitlement 155.9 pence
per ZDP Share
-------------------------------- ------------------------
Redemption Yield at the Issue 4.64 per cent. per
price annum
-------------------------------- ------------------------
Key information about the total ZDP shares following
the Issue:
----------------------------------------------------------
Total number of ZDP Shares
in issue 12,444,200
-------------------------------- ------------------------
Initial Cover 3 times
-------------------------------- ------------------------
Hurdle rate to receive the -35.4per cent. per
Final Capital Entitlement annum
-------------------------------- ------------------------
Hurdle rate to receive the -36.4 per cent. per
Issue price annum
-------------------------------- ------------------------
ISIN GB00B99R1Q79
-------------------------------- ------------------------
SEDOL Code B99R1Q7
-------------------------------- ------------------------
Ticker INLZ
-------------------------------- ------------------------
The above Cover Ratio and Hurdle rates have been derived from
the unaudited interim accounts of Inland Homes PLC as at 31
December 2015, calculated on the basis set out in the Prospectus,
but adjusted further to reflect the increased number of ZDP Shares
in issue following the Issue and the receipt of the proceeds of the
Issue.
Capitalised words in this announcement and which are not
otherwise defined in this announcement have the same meanings as in
the Prospectus unless the context otherwise requires.
Stephen Wicks, Chairman of ZDPCo, said "The Inland group is
currently expanding its activities significantly and this tap issue
will provide a useful addition to the capital available via the ZDP
Shares"
Further information:
Inland Homes N+1 Singer Stifel Nicolaus FTI Consulting
PLC Adviser/Broker Europe Ltd IR & media
Stephen Wicks, to the Placing Nomad & Broker relations
Chief Executive James Maxwell: to INLAND consultants
Nishith Malde, Corporate Finance Corporate Dido Laurimore
Finance Director David Floyd: Finance: Claire Turvey
Paul Brett, Corporate Finance David Arch Richard Gotla
Land Director Paul Glover: and Roger Tel: +44 (0)20
Sales Clarke 3727 1000
Tel: +44 (0) Tel:+44 (0)
1494 762450 20 7710 7600
www.inlandhomes.co.uk
Inland ZDP
Ticker: INLZ
Inland: Ticker:
LSE: AIM:
INL
Editor's Note:
INLAND identifies land in the South of England where it
considers it to hold excellent potential for residential and mixed
use development including commercial space. It then seeks to
enhance its land value by obtaining planning permission before
selling consented land onto housebuilders. It also develops some of
its own plots for private sale.
NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS OR WILL BE
MADE AS TO, OR IN RELATION TO, AND NO RESPONSIBILITY OR LIABILITY
IS OR WILL BE ACCEPTED BY INLAND OR ZDPCO OR BY ANY OF THEIR
RESPECTIVE AFFILIATES OR AGENTS AS TO, OR IN RELATION TO, THE
ACCURACY OR COMPLETENESS OF THIS ANNOUNCEMENT OR ANY OTHER WRITTEN
OR ORAL INFORMATION MADE AVAILABLE TO OR PUBLICLY AVAILABLE TO ANY
INTERESTED PARTY OR ITS ADVISERS, AND ANY LIABILITY THEREFORE IS
EXPRESSLY DISCLAIMED.
ALL INVESTMENTS ARE SUBJECT TO RISK. PAST PERFORMANCE IS NO
GUARANTEE OF FUTURE RETURNS. THE VALUE OF INVESTMENTS MAY
FLUCTUATE. RESULTS ACHIEVED IN THE PAST ARE NO GUARANTEE OF FUTURE
RESULTS. THIS DOCUMENT IS NOT INTENDED TO CONSTITUTE LEGAL, TAX OR
ACCOUNTING ADVICE OR INVESTMENT RECOMMENDATIONS. PROSPECTIVE
INVESTORS ARE ADVISED TO SEEK EXPERT LEGAL, FINANCIAL, TAX AND
OTHER PROFESSIONAL ADVICE BEFORE MAKING ANY INVESTMENT
DECISION.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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