Hibernia REIT plc (HBRN) Results of Scheme Meeting and EGM
20-May-2022 / 13:35 GMT/BST Dissemination of a Regulatory
Announcement, transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
-----------------------------------------------------------------------------------------------------------------------
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
20 May 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
RESULTS OF SCHEME MEETING AND EGM
The boards of Benedict Real Estate Bidco Limited ("Bidco") and
Hibernia REIT plc ("Hibernia REIT") are pleased to announce that at
today's Scheme Meeting and EGM in connection with the recommended
acquisition of the entire issued and to be issued share capital of
Hibernia REIT by Bidco (the "Acquisition"), to be implemented by
way of a scheme of arrangement under Chapter 1 of Part 9 of the
Companies Act 2014 (the "Scheme"):
-- the Hibernia REIT Shareholders voted in favour of the Scheme
Meeting Resolution to approve the Scheme atthe Scheme Meeting;
and
-- the Hibernia REIT Shareholders voted in favour of the EGM
Resolutions at the EGM.
Full details of the Resolutions passed are set out in the
notices of the Scheme Meeting and EGM contained in the Scheme
Document dated 27 April 2022 (the "Scheme Document").
The detailed voting results in relation to the Scheme Meeting
and EGM are set out below:
Voting Results of the Scheme Meeting
The Scheme was duly passed on a poll vote. The results of the
poll were as follows. The required quorum in respect of the Scheme
Meeting, being at least two persons holding or representing by
proxy at least one-third in nominal value of the Hibernia REIT
Shares, was satisfied.
Number of Hibernia REIT Shares Voted as a % of
Number of Hibernia REIT % of Hibernia REIT Hibernia REIT Shares*
Shares Voted Shares Voted
For 259,984,226 99.97% 39.28%
Against 83,236 0.03% 0.01%
Total 260,067,462 100.00% 39.29%
*The total number of Hibernia REIT Shares in issue at the Voting
Record Time was 661,811,141.
Voting Results of the EGM
% of Hibernia REIT
Shares Voted Number of Hibernia REIT Shares Voted as a % of
Number of Hibernia REIT Hibernia REIT Shares**
Shares Voted
Resolution 1 - Amendment of Memorandum of Association
For 261,405,850 99.97% 39.50%
Against 83,236 0.03% 0.01%
Total 261,489,086 100.00% 39.51%
Withheld* 4,755
Resolution 2 - Approval of the Scheme of Arrangement
For 261,405,850 99.97% 39.50%
Against 83,236 0.03% 0.01%
Total 261,489,086 100.00% 39.51%
Withheld* 4,755
Resolution 3 - Cancellation of Cancellation Shares
For 261,405,850 99.97% 39.50%
Against 83,236 0.03% 0.01%
Total 261,489,086 100.00% 39.51%
Withheld* 4,755
Resolution 4 - Application of Reserves
For 261,405,850 99.97% 39.50%
Against 83,236 0.03% 0.01%
Total 261,489,086 100.00% 39.51%
Withheld* 4,755
Resolution 5 - Amendment of Articles of Association
For 261,405,850 99.97% 39.50%
Against 83,236 0.03% 0.01%
Total 261,489,086 100.00% 39.51%
Withheld* 4,755
Resolution 6 - Authorisation of Hibernia REIT Directors for the purpose of Article 79(a) of the Articles of Association
of Hibernia REIT
For 261,405,850 99.97% 39.50%
Against 83,236 0.03% 0.01%
Total 261,489,086 100.00% 39.51%
Withheld* 4,755
Resolution 7 - Adjournment of the EGM
For 251,613,773 96.22% 38.02%
Against 9,875,313 3.78% 1.49%
Total 261,489,086 100.00% 39.51%
Withheld* 4,755
* The "Vote Withheld" option is provided to enable abstention on
any particular resolution. However, it should be noted that a "Vote
Withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes "For" and "Against" a
resolution.
** The total number of Hibernia REIT Shares in issue at the
Voting Record Time was 661,811,141.
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document
including the sanction by the High Court of the Scheme at the Court
Hearing.
It is expected that an application will shortly be made to the
High Court to fix the date of the Court Hearing to sanction the
Scheme on a date in June 2022. Once this date has been fixed,
Hibernia REIT will give notice of this date by issuing an
announcement through a Regulatory Information Service. Such
announcement will, subject to certain restrictions, also be
available on Hibernia REIT's website.
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.
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.
-- The Brookfield Responsible Persons and the Bidco Directors
(whose names are set out in the SchemeDocument) accept
responsibility for the information contained in this announcement
relating to Brookfield, Bidco,the Bidco Group, the Brookfield
Responsible Persons, the Bidco Directors and members of their
immediate families,related trusts and persons connected with them.
To the best of the knowledge and belief of the
BrookfieldResponsible Persons and Bidco Directors (who have taken
all reasonable care to ensure that such is the case),
theinformation contained in this announcement for which they accept
responsibility is in accordance with the facts anddoes not omit
anything likely to 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
(MORE TO FOLLOW) Dow Jones Newswires
May 20, 2022 08:35 ET (12:35 GMT)
Hibernia Reit P.l.c (LSE:HBRN)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hibernia Reit P.l.c (LSE:HBRN)
Historical Stock Chart
From Jul 2023 to Jul 2024
