TIDMCSH
RNS Number : 1111A
CK Asset Holdings Limited
22 May 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THE OFFER IS BEING MADE IN THE UNITED STATES PURSUANT TO
APPLICABLE LAWS AND REGULATIONS, INCLUDING SECTION 14(E) AND
REGULATION 14E UNDER THE US EXCHANGE ACT. CK BIDCO AND ITS
AFFILIATES AND AGENTS MAY PURCHASE CIVITAS SHARES OUTSIDE THE
OFFER, OUTSIDE THE UNITED STATES, IN COMPLIANCE WITH APPLICABLE
LAWS AND REGULATIONS, INCLUDING THE US EXCHANGE ACT.
22 May 2023
RECOMMED CASH OFFER
for
CIVITAS SOCIAL HOUSING PLC ("CIVITAS")
by
WELLNESS UNITY LIMITED ("CK BIDCO")
(a wholly-owned indirect subsidiary of CK Asset Holdings Limited
("CKA"))
PUBLICATION OF OFFER DOCUMENT
On 9 May 2023, CK Bidco and Civitas announced (the "2.7
Announcement") a recommended all-cash offer to be made by CK Bidco
for the entire issued and to be issued ordinary share capital of
Civitas, other than the Civitas Shares already held by CK Bidco
(the "Offer").
CK Bidco and Civitas are now pleased to announce that the offer
document containing the full terms and conditions of the Offer (the
"Offer Document") has been published and is being sent to Civitas
Shareholders today together with (for those Civitas Shareholders
who hold their Civitas Shares in certificated form) the related
Form of Acceptance.
In accordance with Rule 24.1(a) of the Takeover Code, the
Civitas Directors have given their consent to the publication of
the Offer Document within 14 days of the 2.7 Announcement.
Terms used but not defined in this announcement have the same
meanings given to them in the Offer Document.
Information for Civitas Shareholders
The Offer will initially be open for acceptance until 1.00 p.m.
(London time) on 21 July 2023, being the Unconditional Date. The
Unconditional Date may be brought forward or extended in accordance
with the Takeover Code, as further described in paragraph 13 of
Part 1 of, and paragraph 1 of Part B of Appendix I to, the Offer
Document.
To accept the Offer in respect of Civitas Shares in
uncertificated form (that is, in CREST), you must follow the
procedure for Electronic Acceptance through CREST so that the TTE
instruction settles no later than 1.00 p.m. (London time) on 21
July 2023 (or such other date as described above).
To accept the Offer in respect of Civitas Shares in certificated
form (that is, not in CREST), you must complete and return the Form
of Acceptance as soon as possible and, in any event, so as to be
received by the Receiving Agent by no later than 1.00 p.m. (London
time) on 21 July 2023 (or such other date as described above).
Full details of the procedure for acceptance of the Offer are
set out in paragraph 13 of Part 1 of, and Parts C and D of Appendix
I to, the Offer Document and (in respect of Civitas Shares held in
certificated form) in the Form of Acceptance.
Subject to certain restrictions relating to persons resident in
a Restricted Jurisdiction, the Form of Acceptance is being posted
to all Civitas Shareholders holding Civitas Shares in certificated
form. The Offer Document is being sent to all Civitas Shareholders
in hard copy (and will be made available free of charge on CKA's
website at https://webfilter.ckah.com/WF07/, and on Civitas'
website at www.civitassocialhousing.com/takeover-offer/ until the
end of the Offer. For the avoidance of doubt, the contents of the
websites referred to in this announcement are not incorporated into
and do not form part of this announcement.
Subject to certain restrictions relating to persons resident in
a Restricted Jurisdiction, Civitas Shareholders may request a hard
copy of the Offer Document and all information incorporated by
reference into the Offer Document by reference to another source,
and all Civitas Shareholders holding Civitas Shares in certificated
form may request additional Forms of Acceptance, in each case, by
contacting the Receiving Agent, Link Group, Corporate Actions on
0371 664 0321 if calling from within the UK or on +44 371 664 0321
if calling from outside the UK. 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 a.m. - 5.30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that
Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
If you hold your shares in certificated form you may also obtain
a personalised Form of Acceptance, by emailing the Receiving Agent,
Link Group, Corporate Actions, at
operationalsupportteam@linkgroup.co.uk . The Receiving Agent will
send you an electronic copy of your personalised Form of Acceptance
within two Business Days, and you will be instructed to print and
return the Form of Acceptance in accordance with the instructions
set out in paragraph 13.1 of Part 1 of the Offer Document and on
the Form of Acceptance.
Enquiries:
CKA
Yue Seng Chiu +852 2122 3133
HSBC Bank plc (financial adviser
to CKA and CK Bidco)
Investment Banking
Anthony Parsons, Alex Thomas, Edmond
Tin, Ali Razvi
Corporate Broking
Sam McLennan +44 20 7991 8888
Civitas
Link Company Matters Limited +44 (0) 333 300 1950
Panmure Gordon (joint financial adviser,
joint Rule 3 adviser and joint corporate
broker to Civitas)
Investment Banking
Sapna Shah, Ashwin Kohli and Freddie
Twist
Corporate Broking
Tom Scrivens +44 (0) 20 7886 2500
Liberum (joint financial adviser,
joint Rule 3 adviser and joint corporate
broker to Civitas)
Investment Banking
Chris Clarke, Darren Vickers and Owen
Matthews
M&A
Tim Medak and Mark Harrison + 44 (0) 20 3100 2000
HSBC Bank plc (" HSBC "), which is authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting as financial adviser to CKA and CK Bidco and
no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than CKA
and CK Bidco for providing the protections afforded to clients of
HSBC, or for providing advice in connection with the matters
referred to herein. Neither HSBC nor any of its group undertakings
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of HSBC in connection with this announcement or any matter referred
to herein.
Panmure Gordon (UK) Limited ("Panmure Gordon") and Liberum
Capital Limited ("Liberum"), both of which are authorised and
regulated in the United Kingdom by the FCA are acting as joint Rule
3 adviser, joint financial adviser and joint corporate broker
exclusively for Civitas and no one else in connection with the
Offer and the matters set out in this announcement and will not
regard any other person as its client in relation to the Offer and
the matters in this announcement and will not be responsible to
anyone other than Civitas for providing the protections afforded to
clients of Panmure Gordon or Liberum, nor for providing advice in
relation to any matter referred to herein. Neither Panmure Gordon,
nor Liberum nor any of their respective affiliates, directors,
officers, employees, advisers or agents owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Panmure Gordon or Liberum in
connection with this announcement, any statement contained herein,
the Offer or otherwise. No representation or warranty, express or
implied, is made by Panmure Gordon or Liberum as to the contents of
this announcement.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, any offer or
invitation or the solicitation of any offer to sell or purchase any
securities or the solicitation of any offer to otherwise acquire,
subscribe for, sell or otherwise dispose of any security pursuant
to the Offer or otherwise. The Offer is made solely by the Offer
Document and Civitas Shareholders should carefully read the Offer
Document (and, if they hold their Civitas Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Offer to persons who are residents,
citizens or nationals of, jurisdictions other than the United
Kingdom may be restricted by laws and/or regulations of those
jurisdictions. Therefore, any persons who are subject to the laws
and regulations of any jurisdiction other than the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Any failure to
comply with the applicable requirements may constitute a violation
of the laws and/or regulations of any such jurisdiction. In
particular, copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. Unless otherwise
determined by CK Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer may not be
made directly or indirectly, in or into, or by use of mails or any
means of instrumentality (including but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of any Restricted
Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code, and 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 of England and Wales.
Important Notice to US holders of Civitas Shares
The Offer relates to the shares of an English company and is
being made by means of a contractual takeover offer under the
Takeover Code and under the laws of England and Wales. The Offer is
being made in the United States pursuant to all applicable laws and
regulations, including, to the extent applicable, Section 14(e) and
Regulation 14E under the US Securities Exchange Act of 1934 (the
"US Exchange Act") and otherwise in accordance with the
requirements of the Takeover Code. Accordingly, the Offer is
subject to the 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 in the United States by CK Bidco and
no one else.
In accordance with, and to the extent permitted by, the Takeover
Code and normal UK market practice, HSBC and its respective
affiliates may continue to act as exempt principal traders or
exempt market makers in Civitas Shares on the London Stock Exchange
and will engage in certain other purchasing activities consistent
with their respective normal and usual practice and applicable law,
as permitted by Rule 14e-5(b)(9) under the US Exchange Act. In
addition, CK Bidco, its affiliates, their advisors and nominees or
brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, Civitas Shares outside the Offer, such as
in open market purchases or privately negotiated purchases, during
the Offer Period and the period in which the Offer remains open for
acceptance. If such purchases or arrangements to purchase were to
be made, they would be made outside the US and would comply with
applicable law, including United Kingdom laws and the US Exchange
Act. Any such purchases by CK Bidco or its affiliates will not be
made at prices higher than the price of the Offer provided in the
Offer Document unless the price of the Offer is increased
accordingly. Any information about such purchases or arrangements
to purchase shall be disclosed as required under United Kingdom
laws and will be available to all investors (including US
investors) via the Regulatory Information Service and shall be
available on the London Stock Exchange website at
www.londonstockexchange.com . To the extent that such information
is required to be publicly disclosed in the United Kingdom in
accordance with applicable regulatory requirements, this
information will, as applicable, also be publicly disclosed in the
United States.
It may be difficult for US holders of Civitas Shares to enforce
their rights and any claim arising out of the US federal securities
laws in connection with the Offer, since CK Bidco and Civitas are
located in a non-US jurisdiction, and some or all of their officers
and directors may be residents of a non-US jurisdiction. US holders
of Civitas Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the 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.
The financial statements and financial information included in
or incorporated by reference into the Offer Document have been
prepared in accordance with accounting standards applicable in the
United Kingdom and Hong Kong (as applicable) and thus may not be
comparable to financial statements and information of US companies
or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the US ("US
GAAP"). US GAAP differs in certain significant respects from
accounting standards applicable in the United Kingdom and Hong Kong
(as applicable). None of the financial information in the Offer
Document has been audited in accordance with auditing standards
generally accepted in the United States or the auditing standards
of the Public Company Accounting Oversight Board (United
States).
Neither the Offer nor this announcement has been approved or
disapproved by the US Securities and Exchange Commission, any state
securities commission in the United States or any other US
regulatory authority, nor have such authorities approved or
disapproved or passed judgement upon the fairness or the merits of
the Offer, or determined if the information contained in this
announcement is adequate, accurate or complete. Any representation
to the contrary is a criminal offence in the United States. The
receipt of cash pursuant to the Offer by a US holder as
consideration for the transfer of its Civitas Shares pursuant to
the Offer will likely 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 US holder of Civitas
Shares is urged to consult their independent legal, tax and
financial advisers regarding the tax consequences of the Offer
applicable to them, including under applicable US state and local,
as well as overseas and other, tax laws.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by CK Bidco, CKA and Civitas
may contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
CKA and Civitas about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements.
Any forward-looking statements contained in this announcement
include statements relating to the expected effects of the Offer on
CK Bidco, CKA and Civitas (including their future prospects,
developments and strategies), the expected timing and scope of the
Offer and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the use
of forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "projects",
"strategy", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although CK
Bidco, CKA and/or Civitas (as appropriate) believe that the
expectations reflected in such forward-looking statements are
reasonable, CK Bidco, CKA and Civitas can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Offer, the satisfaction of other Conditions on the
proposed terms and schedule, future market conditions, changes in
general economic and business conditions, the behaviour of other
market participants, the anticipated benefits from the Offer not
being realised as a result of changes in general economic and
market conditions in the countries in which CK Bidco, CKA and
Civitas operate, weak, volatile or illiquid capital and/or credit
markets, changes in tax rates, interest rate and currency value
fluctuations, the degree of competition in the geographic and
business areas in which CK Bidco, CKA and Civitas operate and
changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors. None of CK Bidco, CKA nor Civitas, nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. You are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations, none of CK Bidco, CKA nor Civitas
is under any obligation, and CK Bidco, CKA and Civitas expressly
disclaim any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th Business
Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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 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 p.m.
(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, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, will be
made available at https://webfilter.ckah.com/WF07/ and on Civitas'
website at www.civitassocialhousing.com/takeover-offer/ no later
than 12 noon (London time) on the Business Day following this
announcement, pursuant to Rule 26 of the Takeover Code. The
contents of the websites referred to in this announcement are not
incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Takeover Code, and subject to
certain restrictions in relation to persons in any Restricted
Jurisdiction, person so entitled may request a copy of this
announcement in hard copy form by contacting Link on 0371 664 0321
if calling from within the UK or on +44 371 664 0321 if calling
from outside the UK. Lines are open from 9.00 a.m. to 5.30 p.m.
Monday to Friday excluding public holidays in England and Wales.
Calls are charged at the standard geographic rate and will vary by
provider. Calls from outside the UK will be charged at the
applicable international rate. Different charges may apply to calls
from mobile telephones. Please note that Link cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. A person may also
request that all future documents, announcements and information to
be sent to that person in relation to the Offer should be in hard
copy form. A hard copy of this announcement will not be sent unless
so requested.
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 or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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END
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