Hibernia REIT plc (HBRN) SANCTION OF THE SCHEME BY THE HIGH
COURT 15-Jun-2022 / 17:10 GMT/BST Dissemination of a Regulatory
Announcement that contains inside information according to
REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The
issuer is solely responsible for the content of this
announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
15 June 2022
Recommended Cash Offer for
Hibernia REIT plc
by
Benedict Real Estate Bidco Limited
(a subsidiary of one of Brookfield's real estate private
funds)
to be implemented by way of a scheme of arrangement under
Chapter 1 of Part 9 of the Companies Act 2014
SANCTION OF THE SCHEME BY THE HIGH COURT
Hibernia REIT plc ("Hibernia REIT" or the "Company") announces
that the High Court of Ireland has today sanctioned the scheme of
arrangement between Hibernia REIT and its shareholders under
Chapter 1 of Part 9 of the Companies Act 2014 (the "Scheme")
pursuant to which Benedict Real Estate Bidco Limited ("Bidco") will
acquire the entire issued and to be issued share capital of
Hibernia REIT (the "Acquisition").
The Scheme and the Acquisition will become effective on delivery
to the Registrar of Companies of the Court Order together with the
minute of reduction required by section 86 of the Companies Act
2014 confirming the Reduction of Capital comprised as part of the
Scheme. The Reduction of Capital shall become effective upon
registration of the Court Order and minute of reduction by the
Registrar of Companies.
Delivery and registration of the Court Order and minute of
reduction is expected to occur at approximately 6.00 pm (Irish
time) on 17 June 2022 (the "Effective Date").
Accordingly, the Effective Date is also expected to be the last
date on which trading of Hibernia REIT Shares on Euronext Dublin
and the London Stock Exchange will occur. Cancellation of the
admission of Hibernia REIT Shares to trading on Euronext Dublin and
the London Stock Exchange is expected to occur with effect from
8.00 am (Irish time) on 20 June 2022 (being the first business day
following the Effective Date).
Despatch of cheques or SEPA payments (in the case of
certificated holders of Hibernia REIT Shares) and electronic
transfers to Euroclear Bank (in the case of uncertificated holders
of Hibernia REIT Shares) for the cash consideration payable by
Bidco to Scheme Shareholders under the terms of the Scheme will be
effected by no later than 1 July 2022.
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the scheme document published by Hibernia REIT on 27 April
2022.
Enquiries:
Hibernia REIT plc Tel: +353 1 536 9100
Sean O'Dwyer/Tom Edwards-Moss
Credit Suisse (Joint Financial Adviser and Corporate Broker to Hibernia REIT)
Joe Hannon/James Green Tel: +44 20 7888 8888
Goodbody (Joint Financial Adviser, Sole Rule 3 Adviser and Corporate Broker to Hibernia REIT)
John Flynn/David Kearney Tel: +353 1 667 0420
Hibernia REIT press enquiries
Murray Consultants
Doug Keatinge Tel: +353 86 037 4163
-- The Hibernia REIT Directors accept responsibility for the
information contained in this announcementrelating to Hibernia
REIT, the Hibernia REIT Group and the Hibernia REIT Directors and
members of their immediatefamilies, related trusts and persons
connected with them. To the best of the knowledge and belief of the
HiberniaREIT Directors (who have taken all reasonable care to
ensure such is the case), the information contained in
thisannouncement for which they accept responsibility is in
accordance with the facts and does not omit anything likelyto
affect the import of such information.
-- Credit Suisse International ("Credit Suisse") which is
authorised by the Prudential Regulation Authority (the "PRA") and
regulated by the Financial Conduct Authority ("FCA") and the PRA in
the United Kingdom, is actingas financial adviser exclusively for
Hibernia REIT and no one else in connection with the Acquisition
and will notbe responsible to any person other than Hibernia REIT
for providing the protections afforded to clients of CreditSuisse,
nor for providing advice in relation to the content of this
announcement or any matter referred to herein.Neither Credit Suisse
nor any of its subsidiaries, branches or affiliates owes or accepts
any duty, liability orresponsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
toany person who is not a client of Credit Suisse in connection
with this announcement, any statement containedherein or
otherwise.
-- Goodbody Stockbrokers UC ("Goodbody"), which in Ireland is
regulated by the Central Bank of Ireland andin the UK is authorised
and subject to limited regulation by the Financial Conduct
Authority, is acting asfinancial adviser exclusively for Hibernia
REIT and no one else in connection with the Acquisition and will
not beresponsible to any person other than Hibernia REIT for
providing the protections afforded to clients of Goodbody,nor for
providing advice in relation to the content of this announcement or
any matter referred to herein.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Takeover Rules, if any
person is, or becomes, "interested" (directly or indirectly) in, 1
per cent. or more of any class of "relevant securities" of Hibernia
REIT, all "dealings" by such person in any "relevant securities" of
Hibernia REIT (including by means of an option in respect of, or a
derivative referenced to, any such "relevant securities") must be
publicly disclosed by not later than 3:30 pm (Irish time) on the
"business day" in Dublin following the date of the relevant
transaction. This requirement will continue until the date on which
the "offer period" ends. If two or more persons co-operate on the
basis of any agreement, either express or tacit, either oral or
written, to acquire an "interest" in "relevant securities" of
Hibernia REIT, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Takeover Rules.
Under the provisions of Rule 8.1 of the Takeover Rules, all
"dealings" in "relevant securities" of Hibernia REIT by Bidco, or
by any party Acting in Concert with either of them, must also be
disclosed by no later than 12 noon (Irish time) on the "business
day" in Dublin following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Takeover Rules,
which can also be found on the Irish Takeover Panel's website. If
you are in any doubt as to whether or not you are required to
disclose a dealing under Rule 8, please consult the Irish Takeover
Panel's website at www.irishtakeoverpanel.ie or contact the Irish
Takeover Panel on telephone number +353 1 678 9020.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Irish Takeover Rules,
Hibernia REIT confirms that as at 15 June it has 666,544,243
Hibernia REIT Shares in issue with voting rights, with no Hibernia
REIT Shares held in treasury. The ISIN for the Hibernia REIT Shares
is IE00BGHQ1986.
General
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely through the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer,
the offer document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any acceptance or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document (or, if the Acquisition is implemented by way
of a Takeover Offer, the offer document).
Overseas Shareholders
(MORE TO FOLLOW) Dow Jones Newswires
June 15, 2022 12:10 ET (16:10 GMT)
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