TIDMQED
RNS Number : 7142V
Quintain Estates & Development PLC
11 August 2015
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 SUCH
JURISDICTION
For immediate release 11 August 2015
RECOMMENDED CASH OFFER
for
QUINTAIN ESTATES AND DEVELOPMENT PLC
by
BAILEY ACQUISITIONS LIMITED
Posting of Offer Document
It was announced on 29 July 2015 that the boards of directors of
Quintain Estates and Development PLC (Quintain) and Bailey
Acquisitions Limited (Bidco),an investment vehicle indirectly
controlled by Lone Star Real Estate Fund IV, had reached agreement
on the terms of a unanimously recommended cash offer under which
Bidco would offer to acquire the entire issued and to be issued
share capital of Quintain.
Quintain and Bidco are pleased to announce that the offer
document containing the full terms and conditions of the Offer (the
Offer Document), together with the related Form of Acceptance, is
being posted today to Quintain Shareholders. It is also being
posted, for information purposes only, to persons with information
rights and to participants in the Quintain Share Plans.
As previously announced, the Offer, which is subject to the
conditions and further terms set out in the Offer Document and the
Form of Acceptance, is being made on the following basis:
131 pence in cash for each Quintain Share
The Offer values the entire issued ordinary share capital of
Quintain on a fully diluted basis at approximately GBP700
million.
The First Closing Date of the Offer is 9 September 2015. To
accept the Offer in respect of Quintain Shares held in certificated
form (that is, not in CREST), you should complete and return the
Form of Acceptance so as to be received by no later than 1.00 p.m.
(London time) on 9 September 2015 in accordance with the procedure
set out in the Offer Document. To accept the Offer in respect of
shares held in uncertificated form (that is, shares held in CREST),
you should ensure than an Electronic Acceptance is made by you or
on your behalf and that settlement occurs no later than 1.00 p.m.
(London time) on 9 September 2015 in accordance with the procedure
set out in the Offer Document. If you are a CREST sponsored member,
you should refer to your CREST sponsor as only your CREST sponsor
will be able to send the necessary TTE Instruction to
Euroclear.
The Offer Document and the Form of Acceptance will be made
available on the Bidco website at www.baileyacquisitionslimited.com
and on the Quintain website at www.quintain.co.uk/investors/offer.
Further copies of the Offer Document and the Form of Acceptance may
be obtained by contacting the Receiving Agent, Computershare
Investor Services PLC, on 0370 707 1253 from within the UK or on
+44 (0) 370 707 1253 if calling from outside the UK. Lines are open
8.30 a.m. to 5.30 p.m. (London time) Monday to Friday.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Offer Document.
Enquiries
Morgan Stanley (Financial Adviser to Bidco)
Nick White/Ian Hart/Gwen
Billon +44 (0)20 7425 8000
Headland (Bidco's PR Adviser)
Francesca Tuckett/Howard
Lee +44 (0)20 7367 5222
Quintain Estates and
Development PLC
Maxwell James/Simon Carter +44 (0)20 3219 2200
J.P. Morgan Cazenove
(Quintain's Financial
Adviser and Corporate
Broker)
Bronson Albery/Paul Hewlett/Tara
Morrison +44 (0)20 7742 4000
Lazard (Quintain's Financial
Adviser)
Patrick Long/Max von
Hurter/Philippe Noël +44 (0)20 7187 2000
Barclays (Quintain's
Corporate Broker)
Brendan Jarvis/Tom Boardman/Derek
Shakespeare +44 (0)20 7623 2323
Finsbury (Quintain's
PR Adviser)
Jenny Davey/James Thompson +44 (0)20 7251 3801
Further information
Morgan Stanley & Co. International plc (Morgan Stanley),
which is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential
Regulation Authority in the United Kingdom, is acting as exclusive
financial adviser to Bidco and no one else in connection with the
Offer. In connection with such matters, Morgan Stanley, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Quintain and no one else in connection with the
Offer and will not be responsible to anyone other than Quintain for
providing the protections afforded to its clients or for providing
advice in relation to the Offer, the contents of this announcement
or any other matters referred to in this announcement.
Lazard & Co., Limited (Lazard), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Quintain and no one else in connection
with the Offer and will not be responsible to anyone other than
Quintain for providing the protections afforded to its clients or
for providing advice in relation to the Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Barclays Bank PLC (Barclays), acting through its Investment
Bank, which is authorised by the Prudential Regulation Authority
and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting exclusively for Quintain and no one
else in connection with the Offer and will not be responsible to
anyone other than Quintain for providing the protections afforded
to its clients or for providing advice in relation to the Offer,
the contents of this announcement or any other matters referred to
in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer 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 Offer or
otherwise. The Offer is made solely by means of the Offer Document
and the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any response to the Offer
should be made only on the basis of information contained in the
Offer Document. Quintain Shareholders are advised to read the
formal documentation in relation to the Offer carefully.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the 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 and regulations of any
jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom or the United States and the ability of
Quintain Shareholders who are not resident in the United Kingdom or
the United States to participate in the Offer may be affected by
the laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or the United States or Quintain Shareholders who are not
resident in the United Kingdom or the United States will need to
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders are contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction, and will not be
capable of acceptance by any such use, means, instrumentality or
facility from within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or
mail it in, into or from such jurisdiction. Any person (including,
without limitation, any agent, nominee, custodian or trustee) who
has a contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
or the United States should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction
and must not mail, send or otherwise forward or distribute them in,
into or from any Restricted Jurisdiction.
Notice to US holders of Quintain Shares
The Offer is being made in the United States pursuant to Section
14(e) of, and Regulation 14E under, the US Exchange Act, and
otherwise in accordance with the requirements of the Code.
Accordingly, the Offer will 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 Offer is being made for the securities of an English company
with a listing on the London Stock Exchange. The Offer is subject
to UK disclosure requirements, which are different from certain
United States disclosure requirements. The financial information on
Quintain included in the Offer Document has been prepared in
accordance with IFRS and may therefore 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 United States.
The receipt of cash pursuant to the Offer by a US holder of
Quintain Shares may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Quintain Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of accepting the Offer. Furthermore, the
payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer will be made (including in the United States) by Bidco
and no one else. None of Morgan Stanley, J.P. Morgan Cazenove,
Lazard or Barclays, nor any of their respective affiliates, will be
making the Offer in (or outside) the United States.
It may be difficult for US holders of Quintain Shares to enforce
their rights and any claim arising out of US federal securities
laws, since Bidco is incorporated under the laws of Jersey and
Quintain is incorporated under the laws of England and Wales and
some or all of their officers and directors are residents of non-US
jurisdictions. In addition, most of the assets of Bidco and
Quintain are located outside the United States. US holders of
Quintain Shares 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
judgment.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire securities in the
United States. No offer to acquire securities or to exchange
securities for other securities has been made, or will be made,
directly or indirectly, in or into, or by the use of the mails of,
or by any means or instrumentality of interstate or foreign
commerce or any facilities of a national securities exchange of,
the United States or any other country in which such offer may not
be made other than: (i) in accordance with the tender offer
requirements under the US Exchange Act, or the securities laws of
such other country, as the case may be, or: (ii) pursuant to an
available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
passed comment upon the fairness or merits of the Offer or passed
comment upon the adequacy or completeness of this announcement or
the Offer Document. Any representation to the contrary is a
criminal offence in the United States.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, Bidco or its nominees or brokers (acting as agents) or
their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities in Quintain, other than pursuant to the Offer, at any
time prior to completion of the Offer. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Any such purchases, or
arrangements to purchase, will comply with all applicable UK rules,
including the Code, the rules of the London Stock Exchange and Rule
14e-5 under the Exchange Act to the extent applicable. In addition,
in accordance with, and to the extent permitted by, the Code and
normal UK market practice, Morgan Stanley, J.P. Morgan Limited and
Barclays and their respective affiliates will continue to act as
exempt principal traders in Quintain Shares on the London Stock
Exchange and engage in certain other purchasing activities
consistent with their respective normal and usual practice and
applicable law. To the extent required by the applicable law
(including the Code), any information about such purchases will be
disclosed on a next day basis to the Panel and a Regulatory
Information Service including the Regulatory News Service on the
London Stock Exchange website, www.londonstockexchange.com. To the
extent that such information is made public in the United Kingdom,
this information will also be deemed to be publicly disclosed in
the United States.
Notice to Australian holders of Quintain Shares
The Offer is being made for the securities of a English company
with a listing on the London Stock Exchange and is regulated
primarily by UK laws. Accordingly, the Offer is not made under or
regulated by Chapter 6 of the Corporations Act 2001 (Cth). The
content of this announcement and the Offer Document is subject to
UK disclosure requirements which are different from the disclosure
requirements under Australian law. Neither the Australian
Securities and Investments Commission nor the Australian Securities
Exchange has: (i) approved or disapproved of the Offer; (ii) passed
judgment over the merits or fairness of the Offer; or (iii) passed
judgment upon the adequacy or accuracy of the disclosure in this
announcement nor the Offer Document.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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 Takeover 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
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Bidco's website at
www.baileyacquisitionslimited.com and on Quintain's website at
www.quintain.co.uk/investors/offer by no later than 12 noon (London
time) on the Business Day following the date of this announcement.
For the avoidance of doubt the contents of those websites are not
incorporated, and do not form part of, this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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