Press Coverage. Recommended Offer for Invista Real Estate Investment Management

Transcription

1 Press Coverage Recommended Offer for Invista Real Estate Investment Management

2 Source: Dow Jones Date: 23 May 2012 Invista Real Estate to be bought Internos for GBP33.6M LONDON (Dow Jones)--Invista Real Estate Investment Management Holdings PLC (INRE.LN) said Wednesday that it and Internos Real Investments Ltd have reached agreement on the terms of a recommended offer under which Internos will acquire Invista for GBP33.6 million, valuing each ordinary share at 12.5 pence. MAIN FACTS: Consideration of 12.5 pence for each share represents a premium of 55.5% over the closing price May 22 No dividends will be paid by Invista between the date of this announcement and the Effective Date or, if earlier, the date the Offer lapses, terminates or is withdrawn. Invista shares closed Wednesday at 8.52 pence valuing the company at GBP21 million.

3 Source: Property Week (Online) Date: 24 May 2012 Internos to buy Invista 24 May 2012 By David Doyle The two year process to wind-up Invista Real Estate Investment Management is close to ending with the announcement today that Jos Short s Internos has made a recommended offer for the fund management business. Internos has agreed to buy what is left of the Invista REIM business for 33.6m. The offer values each ordinary share in Invista REIM at 12.5p and each preferred ordinary share at 1. Invista REIM has been winding down since the end of 2010 and has lost a number of mandates, including to Internos. Principle real estate assets at Invista Group are co-investments in the Invista Real Estate International Fund and the Invista Real Estate Opportunity Fund. Douglas Ferrans, executive chairman of Invista, said: We welcome Internos offer, which the Invista directors believe represents the best solution for Invista and its clients and fair value for Invista shareholders, having considered a number of proposals for a sale of Invista. The Invista directors concluded that this offer represents fair value and provides the opportunity for shareholders to accelerate the receipt of cash, which through Invista s asset realisation strategy would have been received over an extended time period and with risks associated with attempting to realise value for Invista s remaining principal investments, especially given the currently poor market environment. Jos Short, executive chairman of Internos, said: Since inception, the partners at Internos have adopted an entrepreneurial approach to real estate investment management. We have built a successful track record of acquiring, integrating and turning around fund management businesses which is exactly what is required here. We look forward to working with Invista s management to unlock the company s value. Invista REIM had assets under management of 749m as of the 31 December Internos currently manages 2.1bn of assets in nine European countries.

4 Source: EGi Date: 24 May 2012 Internos set to buy Invista for 33.6m By Bridget O'Connell Investment :10 Internos Real Investments is set to buy fund management business Invista Real Estate Investment Management for 33.6m. The two companies have reached agreement on the terms of a recommended offer under which Jos Short and Andrew Thornton's fund management firm will buy all of Invista's shares. The announcement of the agreement begins the closing phase of Invista's 18-month wind-down process, which was kicked off in October 2010 when shareholder Lloyds transferred mandates for around 2bn of assets to rival Scottish Widows. At that time Invista REIM signalled its intention to wind down and return money to shareholders and has since seen a number of mandates terminated and moved to alternative investment managers. Internos picked up two funds previously managed by Invista and recruited its entire Paris team. The Invista Group had 749m of assets under management as at 31 December 2011, including coinvestments in funds to which members of the Invista Group also provide investment management services. The Invista Group's current real estate investments comprise co-investments in two closed-ended funds, IREOF and IREIF, which have a five-year duration that expires in February 2013 and May 2013, respectively. Both may be extended at the discretion of the investment manager for up to two further one-year periods. The deal is being funded by 3m equity from Internos' parent IRL and Internos partner Richard Peskin, a 15m loan from Invista and 16m and 300,000 in loans from BAC and Internos respectively. Invista executive chairman Douglas Ferrans said: "We welcome Internos' offer, which the Invista directors believe represents the best solution for Invista and its clients and fair value for Invista shareholders, having considered a number of proposals for a sale of Invista. "The Invista directors concluded that this offer represents fair value and provides the opportunity for shareholders to accelerate the receipt of cash, which through Invista's asset realisation strategy would have been received over an extended time period and with risks associated with attempting to realise value for Invista's remaining principal investments, especially given the currently poor market environment." Jonathan Short, executive chairman of the Internos Group, said: "Since inception, the partners at Internos have adopted an entrepreneurial approach to real estate investment management. "We have built a successful track record of acquiring, integrating and turning around fund management businesses - which is exactly what is required here. We look forward to working with Invista's management to unlock the company's value." Internos chief executive Andrew Thornton said: "Our offer provides both good value and an exit for shareholders in Invista following a long period of uncertainty which began in October 2010 when the board decided an orderly realisation of assets was in the best interests of shareholders. "The Internos platform has exactly the right mix of expertise and experience in the major European markets and the self-storage sector to realise maximum value from the Invista assets."

5 Source: CoStar News Date: 24 May 2012 Internos agrees terms of Invista REIM takeover By Paul Norman - Thursday, May 24, 2012 Internos has agreed the terms of a recommended offer which will see it acquire the entire issued and to be issued share capital of Invista Real Estate Investment Management Holdings. Under the terms of the offer, shareholders will receive 12.5p in cash for each ordinary share and 1 in cash for each preferred ordinary share in a deal that values the entire issued and to be issued share capital of Invista at approximately 33.6m. The offer of 12.5p for each Ordinary Share represents a premium of approximately 55.5% over the Closing Price of 8p per Ordinary Share on 22 May Internos Group is a privately owned specialist real estate investment manager that currently manages 2.1bn of assets in nine European countries. The Invista group manages investments in commercial property assets in the UK, Europe and Asia, with a total of 749m of assets under management as at 31 December 2011, including co-investments in funds to which members of the Invista group also provide investment management services. The Invista group s current principal real estate investments comprise co-investments in IREOF LP and IREIF LP. IREOF LP and IREIF LP are closed-ended funds with a five year duration that expires in February 2013 and May 2013, respectively. IREOF LP and IREIF LP may be extended at the discretion of the investment manager for up to two further one-year periods. IREOF LP has a pan-european remit and currently has seven investments in various locations: six in the UK, with one in Switzerland. IREIF LP is focused on Asia and its single investment is a 50% interest in BOSS LP, which, in turn, owns five self-storage assets across Hong Kong and Singapore. The investment manager to each of these funds is IREIM. The cash consideration payable under the terms of the Offer will be funded from: equity investments made by IRL and Internos partner Richard Peskin in the sums of 1m and 2m respectively; a loan facility from Invista in respect of existing cash balances within the Invista group in the sum of 15m; and loan facilities from BAC and Internos in the sums of 16m and 300,000 respectively. The Invista directors have been advised by Hawkpoint. Douglas Ferrans, executive chairman of Invista, said: We welcome Internos s offer, which the Invista directors believe represents the best solution for Invista and its clients and fair value for Invista shareholders, having considered a number of proposals for a sale of Invista. "The Invista directors concluded that this offer represents fair value and provides the opportunity for shareholders to accelerate the receipt of cash, which through Invista s asset realisation strategy would have been received over an extended time period and with risks associated with attempting to realise value for Invista s remaining principal investments, especially given the currently poor market environment.

6 Source: PropertyEU Date: 24 May 2012 Internos agrees takeover of Invista European private real estate investment manager Internos has reached an agreement with Invista on the terms of a recommended 34 mln (EUR 42 mln) takeover offer for the UK-based asset manager. Internos, which in late 2011 took over the management of two Invista funds and recruited its entire Paris team, said it will finance the purchase with 3 mln in equity investments, a 15 mln loan facility from Invista as well as 16 mln of debt facilities from BAC. The proposal, which has the backing of all of Invista's directors, is due to be voted for approval by Invista's shareholders and is dependant upon approval by at least 75% of them. Commenting on the offer, Douglas Ferrans, executive chairman of Invista, said: 'We welcome Internos offer, which the Invista directors believe represents the best solution for Invista and its clients and fair value for Invista shareholders, having considered a number of proposals for a sale of Invista.' Andrew Thornton, CEO of Internos added: 'Our offer provides both good value and an exit for shareholders in Invista following a long period of uncertainty which began in October 2010 when the board decided an orderly realisation of assets was in the best interests of shareholders.' Invista manages 749 mln of commercial property assets in the UK, Europe and Asia. Its holdings comprise co-investments in IREOF and IREIF, two closed-ended funds coming to maturity in February 2013 and May 2013, respectively. IREOF has a pan-european remit and currently has seven investments in various locations: six in the UK, with one in Switzerland. IREIF is focused on Asia and its single investment is a stake in five self-storage assets across Hong Kong and Singapore.

7 Source: EuroProperty Date: 24 May 2012 Internos to take over Invista Internos Real Investors is to acquire Invista Real Estate Investment Management Holdings in an agreed takeover that values Invista at 33.6m ( 41.9m). Invista Group manages property investments worth 749m in the UK, Europe and Asia. The group s current principal real estate investments comprise co-investments in closed-end funds IREOF LP and IREIF LP. The sale to Internos represents the closing phase of the winding down of Invista, a process which began in October The two boards agreed terms which will give ordinary shareholders 12.5p per share and preference shareholders 1 per share in cash. The deal puts a 55.5% premium on the 8p closing price of Invista s ordinary shares on 22 May, the day before the transaction was announced. Internos is a direct subsidiary of IRL and an indirect subsidiary of Internos LLP, the ultimate parent of the Internos Group, the privately owned property investment manager with assets under management worth 2.1bn and offices in London, Paris, Frankfurt, Amsterdam and Luxembourg. Last December, IRL took over the management of two funds previously managed by Invista and recruited its entire Paris team.

8 Source: The Times Date: 25 May 2012

9 Source: Daily Mail Date: 25 May 2012

10 Source: Financial News Date: 25 May 2012 Internos to acquire Invista Sarah Krouse - 25 May 2012 Internos Real Investments has agreed to acquire Invista Real Estate Investment Management in a 33.6m deal, marking the final chapter in a saga that has dragged on since HBOS withdrew assets from the UK property fund manager in Under the agreement reached on Wednesday night, Internos will acquire all shares in Invista and the firm s directors will be replaced by Internos executive chairman Jonathan Short and chief executive Andrew Thronton. Invista, which was spun out of HBOS in 2006, started to unwind its operations in October 2010 after the bank, which had been rescued by Lloyds during the crisis, announced plans to transfer 2.4bn in assets that Invista managed to its in-house investment manager. In the wake of that decision, the firm s board said that an orderly realisation of assets was in the best interest of shareholders. The HBOS funds represented half of Invista s assets under management when they were ultimately transferred to Scottish Widows Investment Partnership in May Then-chief executive Duncan Owen led a group in talks for a management buyout of Invista in early 2011, but the deal ultimately collapsed and Owen resigned. Since then, the fund manager has awarded a number of mandates to third party managers including Internos and Schroders, where Owen is now head of property funds. In December, Internos took on two Invista funds, hiring the firm s whole Paris investment team. Internos manages 2.1bn in assets in nine European countries, while Invista s assets under management had fallen 86% to 749m by the end of It returned 48m to shareholders last June, or 18.0 pence per share. The fund manager s current investments include the Invista Real Estate International Fund, which focuses on Asia, and the Invista Real Estate Opportunity Fund, which focuses on Europe. Both are closed-ended funds with five-year durations that expire in 2013, though they can be extended for up to two, one-year terms. IREIF owns a 50% stake in Big Orange Self Storage, which owns five self-storage properties in Hong Kong and Singapore, and IREOF has seven properties, six in the UK and one in Switzerland. Under the deal with Internos, ordinary shareholders will receive 12.5 pence per share and preferred ordinary shareholders will receive 1 per share. Douglas Ferrans, executive chairman of Invista, said the fund manager had reviewed a number of potential sales and felt this deal represented the best option for the firm and its clients. The Invista Directors concluded that this offer represents fair value and provides the opportunity for shareholders to accelerate the receipt of cash, which through Invista s asset realisation strategy would have been received over an extended time period and with risks associated with attempting to realise value for Invista s remaining principal investments, especially given the currently poor market environment, he said. Andrew Thornton, chief executive of Internos, said: Our offer provides both good value and an exit for shareholders in Invista following a long period of uncertainty which began in October 2010 when the board decided an orderly realisation of assets was in the best interests of shareholders. The Internos platform has exactly the right mix of expertise and experience in the major European markets and the self-storage sector to realise maximum value from the Invista assets. Invista's largest shareholders, HBOS I&IG and Wellcome, which hold 78.9% of ordinary shares, have both agreed to accept the offer. Mike Foster contributed to this report.

11 Source: Estates Gazette Date: 26 May 2012

12 Source: Twitter Date: 24 May 25 May 2012