TIDMHSTN
RNS Number : 6179S
Hansteen Holdings plc
04 October 2017
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 SUCH JURISDICTION
4 October 2017
Hansteen Holdings PLC
("Hansteen" or the "Group" or the "Company")
HANSTEEN ANNOUNCES PROPOSED GBP580 MILLION TER OFFER AT 140p PER
SHARE
AND
NOTICE OF GENERAL MEETING
Hansteen, the industrial property investor, is today posting a
circular to its shareholders containing full details of a proposed
Tender Offer at 140p per share and a notice of General Meeting
convened for 4.30 p.m. on Wednesday 25 October 2017.
Highlights
-- In March 2017, the Company announced its intention to
distribute to Shareholders a substantial proportion of the net cash
proceeds from its EUR1.28 billion sale of the German and Dutch
Portfolio, which was completed in June 2017.
-- The Board believes that, with the current high level of
demand for industrial property investments, opportunities to
reinvest the cash sales proceeds at prices which offer appropriate
value and future growth potential are limited. Furthermore, the
current substantial cash deposits earn virtually no return and are
materially diluting the returns from the business.
-- The Board considers that returning the majority of the cash
deposits to Shareholders is important, urgent and in the best
interests of all Shareholders.
-- On 23 August 2017, the Board announced that it was proposing
to return up to approximately GBP580 million.
-- Under the terms of the Tender Offer being announced today,
Qualifying Shareholders are offered the opportunity for at least 1
in every 2 Ordinary Shares held by Qualifying Shareholders to be
purchased at a price of 140p per Ordinary Share.
-- If the maximum number of shares under the Tender Offer is
acquired, this will result in approximately GBP580 million being
returned.
-- The Tender Price represents:
- a premium of 13.8 per cent. over the Hansteen closing price of
123.0p per Share on 20 March 2017 (being the latest practicable
date prior to the announcement of the proposed sale of the German
and Dutch Portfolio);
- a premium of 3.0 per cent. to the average Hansteen closing
price of 135.9p for the 30 Business Days to 3 October 2017 (being
the latest practicable date prior to the publication of the
Circular);
- a premium of 0.7 per cent. to the Hansteen closing price of
139.1p on 3 October 2017 (being the latest practicable date prior
to the publication of the Circular); and
- a premium of 7p to the NAV per share of 133p (as at 30 June 2017).
-- If the maximum number of Ordinary Shares is purchased under
the Tender Offer, as a result of this premium to the NAV per share
and the costs associated with the Tender Offer (including the stamp
duty), the Tender Offer will dilute the 30 June 2017 NAV per share
of 133p by approximately 9p per share.
-- The Tender Offer has no impact on the payment, on 27 October
2017, of the interim dividend of 2.3p per Ordinary Share payable to
Shareholders on the Register on 29 September 2017.
-- The Directors intend to tender their Individual Basic
Entitlement (i.e. 1 in every 2 Ordinary Shares held) and the
balance of their Ordinary Shares above their Individual Basic
Entitlement which, to the extent that other Shareholders do not
tender at least their Individual Basic Entitlement, will be
satisfied proportionately to other excess applications.
-- The Tender Offer will close at 1.00 p.m. on 3 November 2017
with cash payments expected shortly thereafter.
Ian Watson and Morgan Jones, joint chief executives of Hansteen,
said: "Today, Hansteen is delivering on its commitment to return
approximately GBP580 million to shareholders, while retaining
enough capital to pursue near term, smaller scale opportunities. We
believe the tender offer at 140p per share represents a very
attractive return of cash to our shareholders.
We continue to see good potential to drive further value growth
both through increasing income from our remaining portfolio by
improving occupancy and growing rental levels and capitalising on
the demand for industrial assets from the investment market."
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Tender 4 October 2017
Offer
Tender Offer opens 4 October 2017
Latest time and date for 4.30 p.m. on 23 October
receipt of Forms of Proxy 2017
General Meeting 4.30 p.m. on 25 October
2017
Announcement of results by 8.00 am on 26 October
of the General Meeting 2017
Latest time and date for 1.00 p.m. on 3 November
receipt of Tender Forms 2017
and share certificates in
relation to the Tender Offer
(i.e. close of Tender Offer)
Latest time and date for 1.00 p.m. on 3 November
receipt of TTE Instructions 2017
in relation to the Tender
Offer (i.e. close of Tender
Offer)
Tender Offer Record Date close of business
on 3 November 2017
Announcement of results 6 November 2017
of the Tender Offer
Purchase of Ordinary Shares 7 November 2017
under the Tender Offer
CREST accounts credited by 8 November 2017
for revised, uncertificated
holdings of Ordinary Shares
(or, in the case of unsuccessful
tenders, for entire holdings
of Ordinary Shares)
CREST accounts credited by 14 November2017
in respect of Tender Offer
proceeds for uncertificated
Ordinary Shares
Cheques despatched in respect by 14 November 2017
of Tender Offer proceeds
for certificated Ordinary
Shares
Return of share certificates by 14 November 2017
in respect of unsuccessful
tenders of certificated
Ordinary Shares
Despatch of balancing share by 14 November 2017
certificates (in respect
of certificated Ordinary
Shares) for revised, certificated
holdings in the case of
partially successful tenders
Details of the Tender Offer
The terms of the Tender Offer are such that Qualifying
Shareholders may tender all, part or none of their respective
Individual Basic Entitlements of 1 in every 2 Ordinary Shares held
by a Qualifying Shareholder at a price of 140p per Ordinary Share.
Qualifying Shareholders will also be entitled to apply to tender
Ordinary Shares above their Individual Basic Entitlement and, to
the extent that other Shareholders do not tender up to their
Individual Basic Entitlement, such applications will be satisfied
proportionately to other excess applications.
Successfully tendered Ordinary Shares will be purchased free of
commission and dealing charges.
The Tender Offer will be implemented on the basis of Peel Hunt
LLP ("Peel Hunt") acquiring, as principal, the successfully
tendered Ordinary Shares at a 140p per Ordinary Share. In turn,
Peel Hunt has the right to require the Company to purchase such
Ordinary Shares from it at the same price under the Option
Agreement entered into between the Company and Peel Hunt. If Peel
Hunt does not exercise its right to require the Company to purchase
such Ordinary Shares, the Company has the right to require Peel
Hunt to sell such Ordinary Shares to it at the same price. The
Company intends to cancel any repurchased Ordinary Shares.
The Tender Offer is conditional upon, inter alia, the approval
of Shareholders at a General Meeting of the Company to be held at
4.30 pm on Wednesday 25 October 2017 at 21 Tudor Street, London
EC4Y 0DJ. The Tender Offer is also conditional on, inter alia,
there not arising any material adverse change or certain other
force majeure events prior to the closing of the Tender Offer.
A Circular setting out information on the details of the Tender
Offer and the procedure that should be followed by Qualifying
Shareholders who wish to participate in the Tender Offer is
expected to be posted to Shareholders today.
Copies of the Circular will be submitted to the National Storage
Mechanism and will shortly be available for inspection at:
http://www.morningstar.co.uk/uk/NSM In addition, the documents will
be available on the Hansteen website (www.hansteen.co.uk) and may
also be obtained from the Company Secretary.
This summary should be read in conjunction with the full text of
the Circular. Unless otherwise stated, terms used in this
announcement have the same meanings as given to them in the
Circular.
Enquiries:
Hansteen Holdings PLC Tel: +44 (0)
Morgan Jones 20 7408 7000
Ian Watson
Peel Hunt (Financial Adviser, Sponsor Tel: +44 (0)
and Broker) 20 7418 8900
Capel Irwin
Edward Fox
Tavistock Tel: +44 (0)
Jeremy Carey 20 7920 3150
Kirsty Allan
Important notices
This announcement contains inside information.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Ordinary Shares. The Tender Offer
is made only pursuant to the Circular and the related Tender Form
with respect to the Ordinary Shares. The Tender Offer is not being
made to holders of Ordinary Shares in any jurisdiction in which the
making of the Tender Offer would not be in compliance with the laws
of that jurisdiction.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting as sponsor and broker to the Company
and for no-one else in connection with the Tender Offer and will
not be responsible to any person other than the Company for
providing the protections afforded to clients of Peel Hunt or for
providing advice in relation to the Tender Offer or any other
matter referred to in the Circular or this announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt by FSMA or the regulatory regime
established thereunder, Peel Hunt does not accept any
responsibility or liability whatsoever nor makes any representation
or warranty, express or implied, concerning the contents of the
Circular or this announcement, including their accuracy,
completeness or verification or for any other statement made or
purported to be made by it, or on its behalf, in connection with
the Company, the Tender Offer, the Circular or this announcement.
Each of Peel Hunt, its affiliates and their respective directors,
officers, employees and agents accordingly disclaims all and any
responsibility or liability whether arising in tort, contract or
otherwise (save as referred to above) which it might otherwise have
in respect of the contents of the Circular or this announcement or
any such statement.
Notice for US Shareholders
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, Peel Hunt, or any of their
affiliates, may make certain purchases of, or arrangements to
purchase, Ordinary Shares outside the US during the period in which
the Tender Offer remains open for acceptance, including sales and
purchases of Ordinary Shares effected by Peel Hunt acting as market
maker in the Ordinary Shares. These purchases, or other
arrangements, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. In order to
be excepted from the requirements of Rule 14e-5 under the US
Securities Exchange Act by virtue of Rule 14e-5(b)(12) thereunder,
such purchases, or arrangements to purchase, must comply with
applicable English law and regulation, including the Listing Rules,
and the relevant provisions of the US Exchange Act. Any information
about such purchases will be disclosed as required in the UK and
the US and, if required, will be reported via a Regulatory
Information Service and will be available on the London Stock
Exchange website at http://www.londonstockexchange.com.
Forward-looking statements
This Announcement contains indications of likely future
developments and other forward-looking statements that are subject
to risk factors associated with, among other things, the economic
and business circumstances occurring from time to time in the
countries, sectors and business segments in which the Group
operates. These factors include, but are not limited to, those
discussed in Part IV of the Circular. These and other factors could
adversely affect the Group's results, strategy and prospects.
Forward-looking statements involve risks, uncertainties and
assumptions. They relate to events and/or depend on circumstances
in the any rules made under that ordinance or (ii) in other
circumstances which do not result in the Circular being a
"prospectus" within the meaning of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) or
which do not constitute an offer to the public within the meaning
of that ordinance.
No advertisement, invitation or document relating to the
Ordinary Shares may be issued or may be in the possession (and will
not be issued or in the possession) of any person for the purpose
of issue, whether in Hong Kong or elsewhere, which is directed at,
or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to securities
which are or are intended to be disposed of only to persons outside
Hong Kong or only to "professional investors" within the meaning of
the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made under that Ordinance.
This Announcement and the information contained herein are
strictly confidential to the person whom it is addressed and must
not be distributed, published, reproduced or disclosed (in whole or
in part) by recipient to any other person or used for any purpose
in Hong Kong.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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