TIDMTEF
RNS Number : 8452N
Telford Homes PLC
26 September 2019
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 OF SUCH JURISDICTION
26 September 2019
RECOMMED CASH OFFER
BY
CBRE GROUP, INC.
FOR
TELFORD HOMES PLC
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Court Sanction of Scheme of Arrangement
Further to the announcement by Telford Homes plc (the "Company")
on 23 September 2019, the Company announces that the Court
sanctioned the Scheme at the Court Hearing held earlier today.
The Record Date for the Scheme will be 6.00pm on 30 September
and all Ordinary Shares in issue at that time will be subject to
the Scheme. Dealings in Telford Homes Shares on AIM will be
suspended with effect from 7.30 a.m. on 1 October 2019 and, subject
to the Scheme becoming effective later that day, the admission to
trading of Telford Homes Shares on AIM will be cancelled at 7.00
a.m. on 2 October 2019. The consideration payable to Scheme
Shareholders will be paid by CBRE on 2 October 2019 or as soon as
possible thereafter.
The Company has made an application to the London Stock Exchange
for the admission to trading on AIM of 160,000 new ordinary shares
of 10p each ("Ordinary Shares") to satisfy the requirements of the
Company's unapproved Employee Share Option Scheme ("New Shares").
The New Shares are expected to be admitted to trading on AIM on 27
September 2019. A further 163,365 Ordinary Shares have been issued
to employees in relation to the exercise of share awards under the
Company's approved Employee Share Option Scheme, which are admitted
to trading on AIM under the Company's block listing.
Following the issue and admission of the Ordinary Shares as
detailed above, the Company's issued share capital and Total Voting
Rights will comprise 76,396,365 Ordinary Shares and the Company
does not hold any shares in treasury. Consequently, 76,396,365 is
the figure which may be used by shareholders as the denominator for
the calculation by which they will determine if they are required
to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
Enquiries:
CBRE
Jim Groch, Global Group President and Chief
Investment Officer
Cash Smith, Global Head, M&A +1 215 921 7474
Emma Giamartino, Americas Head, M&A +1 704 331 1297
Steve Iaco, Senior Managing Director Corporate +1 215 921 7476
Communications +1 212 984 6535
Brad Burke, Head of Investor Relations +1 215 921 7436
J.P. Morgan Cazenove (Financial Adviser to
CBRE)
+44(0) 207 742
4000
+44(0) 207 742
4000
John Witherspoon +44(0) 207 742
Dwayne Lysaght 4000
Bronson Albery +44(0) 207 742
Tara Morrison 4000
Telford Homes
+44 (0)1992 809
800
Andrew Wiseman, Chairman +44 (0)1992 809
Jon Di-Stefano, Chief Executive Officer 800
Rothschild & Co (Financial Adviser to Telford
Homes)
+44 (0)20 7280
5000
Alex Midgen +44 (0)20 7280
Peter Everest 5000
Shore Capital (Nomad and Joint Broker to Telford
Homes)
+44 (0)20 7408
4090
Dru Danford +44 (0)20 7408
Patrick Castle 4090
Peel Hunt (Joint Broker to Telford Homes)
+44 (0) 20 7418
8900
Charles Batten +44 (0) 20 7418
Capel Irwin 8900
Buchanan (PR Adviser to Telford Homes)
+44 (0) 20 7466
5000
+44 (0) 20 7466
Henry Harrison-Topham 5000
Victoria Hayns +44 (0) 20 7466
Steph Watson 5000
Important notices
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Securities plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove, and which is authorised in the
United Kingdom by the PRA and regulated by the PRA and the FCA
("J.P. Morgan") is acting as financial adviser exclusively for CBRE
and no one else in connection with the Scheme and other matters
described herein and will not regard any other person as its client
in relation to the Scheme and other matters described herein and
will not be responsible to anyone other than CBRE for providing the
protections afforded to clients of J.P. Morgan or its affiliates,
nor for providing advice in relation to the Scheme and other
matters described herein or any other matter or arrangement
referred to herein.
N.M. Rothschild & Sons Limited, which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Telford Homes and for no one else in
connection with the Scheme and other matters described herein and
will not be responsible to anyone other than Telford Homes for
providing the protections afforded to its clients or for providing
advice in connection with the Scheme and other matters described
herein.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited, which are authorised and regulated in the
United Kingdom by the FCA are acting exclusively for Telford Homes
and for no one else in connection with the Scheme and other matters
described herein and will not be responsible to anyone other than
Telford Homes for providing the protections afforded to its clients
or for providing advice in connection with the Scheme and other
matters described herein.
Peel Hunt LLP, which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Telford Homes and for
no one else in connection with the Scheme and other matters
described herein and will not be responsible to anyone other than
Telford Homes for providing the protections afforded to its clients
or for providing advice in connection with the Scheme and other
matters described herein.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document which contains the full
terms and conditions of the Acquisition.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law. Persons who are not resident in the
United Kingdom or the United States or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by CBRE and/or the CBRE Acquisition
Co or required by the Takeover Code, and permitted by applicable
law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and all documents relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or
otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in those
jurisdictions. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), such Takeover Offer may not be made available directly
or indirectly, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction.
The availability of the Acquisition to Telford Homes
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements, as any failure to comply with such requirements may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. The Acquisition shall be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock
Exchange, the Financial Conduct Authority and the AIM Rules.
Further details in relation to Overseas Shareholders are contained
in paragraph 21 of Part II of the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
From April 2019, a charge to UK taxation on chargeable gains can
arise for non-UK resident investors on the sale of shares in
companies deriving their value from UK land. There are exemptions
that can apply, including where the company's land assets are held
for trading purposes and not as investments. Non-UK resident
Telford Homes Shareholders should take their own advice from an
appropriate independent tax adviser in this regard.
ADDITIONAL INFORMATION FOR US INVESTORS
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure requirements
and practices applicable in the United Kingdom to schemes of
arrangement, which are different from the disclosure requirements
of the US under the US Exchange Act. The financial information
included in the Scheme Document has been or will have been prepared
in accordance with accounting standards applicable in the UK and
thus may not be comparable to financial information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US.
If CBRE and/or the CBRE Acquisition Co were to elect to
implement the Acquisition by means of a Takeover Offer, such
Takeover Offer would be made in compliance with applicable US laws
and regulations, including to the extent applicable Section 14(e)
of the US Exchange Act and Regulation 14E thereunder, and in
accordance with the Takeover Code. Such a takeover would be made in
the United States by CBRE and/ or the CBRE Acquisition Co and no
one else. Accordingly, the Acquisition would be subject to
disclosure and other procedural requirements, including with
respect to withdrawal rights, offer timetable, settlement
procedures and timing of payments that are different from those
applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local income tax laws. Each US holder of Telford Homes
Shares is urged to consult his independent professional adviser
immediately regarding the US federal, state and local income and
non-income tax consequences of the Acquisition applicable to him as
well as any consequences arising under the laws of any other taxing
jurisdiction.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Telford
Homes is located in a country other than the US, and all of its
officers and directors are residents of countries other than the
US. US holders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, CBRE, the CBRE Acquisition Co,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in Telford Homes outside of the US, other than
pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be
made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including to the extent applicable the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th Business
Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the Business Day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
Offer Period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
PUBLICATION ON WEBSITE AND AVAILABILITY OF HARD COPIES
In accordance with Rule 26.1 of the Takeover Code, a copy of
this announcement shall be made available subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions on CBRE's website at https://www.cbre.co.uk and/or
Telford Homes' website at www.telfordhomes-ir.london by no later
than 12 noon (London time) on 27 September 2019. For the avoidance
of doubt, the contents of this website are not incorporated into
and do not form part of this announcement.
You may request a copy of this announcement in hard copy form
and may also request that all future documents, announcements and
information sent to you by Telford Homes in relation to the
Acquisition should be in hard copy form. You may make this request
by contacting the Registrar, Link Asset Services, on 0371 664 0321.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 9.00 am
- 5.30 pm, Monday to Friday excluding public holidays in England
and Wales. Different charges may apply to calls from mobile
telephones and calls may be recorded and randomly monitored for
security and training purposes. The helpline cannot provide advice
on the merits of the Proposals nor give any financial, legal or tax
advice.
General
If you are in any doubt about the contents of this announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor accountant or independent financial adviser
duly authorised under the Financial Services and Markets Act 2000
(as amended) if you are a resident in the United Kingdom or, if
not, from another appropriately authorised independent financial
adviser.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAMMGZLDVZGLZM
(END) Dow Jones Newswires
September 26, 2019 10:14 ET (14:14 GMT)
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