TIDMQED TIDMTTM
RNS Number : 2522A
LSREF IV Investments LLC
25 September 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 25 SEPTEMBER 2015
RECOMMENDED CASH OFFER
by
BAILEY ACQUISITIONS LIMITED
for
QUINTAIN ESTATES AND DEVELOPMENT PLC
Unconditional announcement and, notice of delisting and
cancellation of trading of Quintain Shares
On 29 July 2015, the boards of Quintain Estates and Development
PLC (Quintain) and Bailey Acquisitions Limited (Bidco), an
investment vehicle indirectly controlled by Lone Star Real Estate
Fund IV, announced that they had reached agreement on the terms of
a recommended cash offer to be made by Bidco for the entire issued
and to be issued share capital of Quintain (the Original Offer).
The full terms and conditions and the procedures for acceptance of
the Original Offer are set out in the offer document which was
published and sent to Quintain Shareholders by Bidco on 11 August
2015 (the Original Offer Document).
On 18 September 2015 Bidco announced that it had reduced the
percentage of Quintain Shares required to satisfy the Acceptance
Condition to 75 per cent.
Today Bidco announced an increased cash offer (the Increased
Offer) for the entire issued and to be issued share capital of
Quintain (the Increased Offer Announcement) under which Quintain
Shareholders would receive 141 pence per Quintain Share (the
Increased Offer Price).
Bidco is now pleased to declare the Increased Offer
unconditional in all respects. Further details are set out
below.
Level of acceptances and market purchases
As at 5.00 p.m. (London time) on 24 September 2015, Bidco had
received valid acceptances of the Increased Offer in respect of
377,583,165 Quintain Shares, representing approximately 71.73 per
cent. of the existing issued share capital of Quintain.
Bidco has today acquired 22,614,870 Quintain Shares at the
Increased Offer Price, representing in aggregate approximately 4.30
per cent. of the ordinary share capital of Quintain.
Therefore, Bidco has received valid acceptances of the Increased
Offer in respect of, or has acquired or agreed to acquire,
400,198,035 Quintain Shares representing approximately 76.03 per
cent. of the existing issued share capital of Quintain, which Bidco
may count towards the satisfaction of the Acceptance Condition.
Bidco has decided to waive the Acceptance Condition. As a result,
Bidco is pleased to declare the Increased Offer as unconditional as
to acceptances.
The percentages of Quintain Shares referred to in this
announcement are based upon a figure of 526,394,699 Quintain Shares
in issue.
As the Increased Offer has been declared unconditional as to
acceptances and no other Conditions remain outstanding, the
Increased Offer is now unconditional in all respects.
The Increased Offer will remain open for acceptances until
further notice. At least 14 days' notice will be given before the
closing of the Increased Offer to those Quintain Shareholders who
have not at the date of that notice accepted the Increased
Offer.
Delisting and cancellation of trading
As set out in the Original Offer Document, as the Increased
Offer has become unconditional in all respects and Bidco has by
virtue of its shareholdings and acceptances of the Increased Offer
acquired, or agreed to acquire, Quintain Shares representing at
least 75 per cent. of the voting rights of Quintain, Bidco intends
to procure the making of an application by Quintain for
cancellation, respectively, of the trading in Quintain Shares on
the London Stock Exchange's main market for listed securities (the
Main Market) and of the listing of Quintain Shares on the premium
listing segment of the Official List of the Financial Conduct
Authority (the Official List).
The cancellation of listing of Quintain Shares on the Official
List and admission to trading of Quintain Shares on the Main Market
is expected to take effect on or around 23 October 2015, being 20
Business Days from the date of this announcement. Delisting would
significantly reduce the liquidity and marketability of any
Quintain Shares not assented to the Increased Offer.
Compulsory acquisition
As set out in the Original Offer Document, if Bidco receives
acceptances under the Increased Offer in respect of, and/or
otherwise acquires, not less than 90 per cent. of the Quintain
Shares to which the Increased Offer relates by nominal value and
voting rights attaching to such shares, Bidco intends to exercise
its rights pursuant to section 979 of the Companies Act 2006 to
acquire compulsorily the remaining Quintain Shares.
Actions to be taken
Quintain Shareholders who have not yet accepted the Increased
Offer are urged to do so as soon as possible:
-- If you hold your Quintain Shares in certificated form (that
is, not in CREST), you should complete and return the Form of
Acceptance which accompanied the Original Offer Document or,
alternatively, the revised Form of Acceptance (the Revised Form of
Acceptance) that will accompany the revised offer document (the
Revised Offer Document) to be sent to Quintain Shareholders on 26
September 2015.
-- If you hold your Quintain Shares in uncertificated form (that
is, in CREST), you should ensure that an Electronic Acceptance is
made by you or on your behalf and that settlement occurs. If you
hold your Quintain Shares as a CREST sponsored member, you should
refer to your CREST sponsor as only your CREST sponsor will be able
to send the necessary instruction to Euroclear.
The Original Offer Document and a specimen Form of Acceptance
are, and the Revised Offer Document and Revised Form of Acceptance
will be, available on Bidco's website at
www.baileyacquisitionslimited.com. Further copies of such documents
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
from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday) or by
submitting a request in writing to Computershare Corporate Actions
Projects, Bristol, BS99 6AH.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the Increased Offer
Announcement.
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
Important notices relating to financial advisers and brokers
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
Increased 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 Increased Offer, the contents of this announcement
or any other matter referred to herein.
Further information
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 Increased
Offer or otherwise. The Increased Offer will be made solely by
means of the Original Offer Document, the Form of Acceptance, the
Revised Offer Document and the Revised Form of Acceptance, which
will contain the full terms and conditions of the Increased Offer,
including details of how the Increased Offer may be accepted. Any
response to the Increased Offer should be made only on the basis of
information contained in those documents. Quintain Shareholders are
advised to read the formal documentation in relation to the
Increased 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 Increased 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 Original
Offer Document and will be contained in the Revised Offer
Document.
The Increased 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.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 07:30 ET (11:30 GMT)
Accordingly, copies of this announcement and all documents
relating to the Increased 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
Original Offer Document and/or the Revised 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.
Notes to US holders of Quintain Shares
The Increased Offer will be 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 Increased 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 Increased Offer is being made for the securities of an
English company with a listing on the London Stock Exchange. The
Increased Offer is subject to UK disclosure requirements, which are
different from certain United States disclosure requirements. The
financial information on Quintain included in the Original Offer
Document and, if applicable, the Revised 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 Increased 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
Increased Offer. Furthermore, the payment and settlement procedure
with respect to the Increased 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 Increased Offer will be made (including in the United
States) by Bidco and no one else. Neither Morgan Stanley nor any of
its affiliates, will be making the Increased 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
Increased Offer, passed comment upon the fairness or merits of the
Increased Offer or passed comment upon the adequacy or completeness
of this announcement, the Original Offer Document or the Revised
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 Increased Offer,
at any time prior to completion of the Increased 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 and its 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 Increased 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 Increased Offer is
not made under or regulated by Chapter 6 of the Corporations Act
2001 (Cth). The content of this announcement, the Original Offer
Document and the Revised 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 Increased Offer; (ii) passed
judgment over the merits or fairness of the Increased Offer; or
(iii) passed judgment upon the adequacy or accuracy of the
disclosure in this announcement, the Original Offer Document nor
the Revised Offer Document.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
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 1 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.
(MORE TO FOLLOW) Dow Jones Newswires
September 25, 2015 07:30 ET (11:30 GMT)
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