Brookfield Property Partners L.P Offer Update (8539C)

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RNS Number : 8539C

Brookfield Property Partners L.P

22 January 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM ANY STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Final Cash Offer

for

Songbird Estates plc ("Songbird")

an entity jointly controlled by

Qatar Investment Authority ("QIA")

and

Brookfield Property Partners L.P. ("Brookfield")

QIA and Brookfield would like to remind Songbird Shareholders of the upcoming First Closing Date of the Songbird Offer at 1.00 p.m. on 29 January 2015.

The Songbird Offer provides an attractive opportunity for Songbird Shareholders to realise, in cash at a premium, their investment in a highly illiquid stock which has not paid a dividend over the past five years. The Songbird Final Offer Price of GBP3.50 per share represents in particular:

-- a 41.6 per cent. premium to the six-month volume weighted average price of GBP2.47 per Songbird Share as of close of business on 5 November 2014, being the day immediately before commencement of the Songbird Offer Period;

-- a 15.1 per cent. premium to the pro forma adjusted NNNAV per Songbird Share of GBP3.04 recently published on 27 November 2014.

Accordingly, QIA and Brookfield encourage Songbird Shareholders, who have not yet done so, to accept the Songbird Offer as soon as possible and in any event before 1.00 p.m. on 29 January 2015.

Bidco has already received irrevocable undertakings and letters of intent over, in aggregate, approximately 6.7% of Songbird's issued share capital, representing 32% of Songbird's free float. In addition a shareholder which holds approximately 7% of the Canary Wharf Group shares has indicated its intention to accept any cash offer for the Canary Wharf Group shares which is made on a see-through basis to the Songbird Final Offer Price.

Bidco notes that it made certain proposals described in the Offer Document relating to changes to the existing governance arrangements of Songbird which remain outstanding.

Songbird Shareholders are reminded that in order to accept the Songbird Offer, they should take the following action:

(a) if you hold your Songbird Shares, or any of them, in certificated form (that is, not in CREST), to accept the Songbird Offer in respect of those Songbird Shares you should complete, sign and return the Form of Acceptance (together with your share certificate(s) and/or other document(s) of title) as soon as possible and, in any event, so as to be received by the Receiving Agent not later than 1.00 p.m. (London time) on 29 January 2015. A reply-paid envelope is enclosed with Offer Document for the convenience and use of Songbird Shareholders in the UK only; or

(b) if you hold your Songbird Shares, or any of them, in uncertificated form (that is, in CREST), to accept the Songbird Offer in respect of those Songbird Shares you should follow the procedure for Electronic Acceptance through CREST so the TTE instruction settles as soon as possible and, in any event, not later than 1.00 p.m. (London time) on 29 January 2015.

Defined terms used but not defined in this announcement have the meanings set out in the Offer Document.

 
 Enquiries: 
 Barclays Bank plc, acting through its Investment 
  Bank (Joint financial adviser to QIA and           +44 (0) 20 7623 
  Bidco)                                              2323 
 Derek Shakespeare 
  Jean-Philippe Establier 
  Tom Boardman (Corporate Broking) 
 Citigroup Global Markets Limited (Joint             +44 (0) 20 7986 
  financial adviser to QIA and Bidco)                 4000 
 Jan Skarbek 
  Edward McBride 
  Charles Lytle (Corporate Broking) 
 HSBC Bank plc (Financial adviser to Brookfield      +44 (0) 20 7991 
  and joint financial adviser to Bidco)               8888 
 Oliver Smith 
  Richard Choi 
  Simon Alexander (Corporate Broking) 
                                                     +44 (0) 20 7251 
 Finsbury (PR adviser to QIA)                         3801 
 James Murgatroyd 
  David Henderson 
                                                     +44 (0) 20 7360 
 Smithfield (PR adviser to Brookfield)                4900 
 John Kiely 
  Ged Brumby

Barclays, 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 exclusively for QIA and Bidco and no one else in connection with the Songbird Offer and the Canary Wharf Group Offer and will not be responsible to anyone other than QIA and Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Songbird Offer and the Canary Wharf Group Offer or any other matter referred to in this document.

Citigroup, 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 exclusively for QIA and Bidco and no one else in connection with the Songbird Offer and the Canary Wharf Group Offer and will not be responsible to anyone other than QIA and Bidco for providing the protections afforded to clients of Citigroup nor for providing advice in relation to the Songbird Offer and the Canary Wharf Group Offer or any other matter referred to in this document.

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 exclusively for Brookfield and Bidco and no one else in connection with the Songbird Offer and the Canary Wharf Group Offer and will not be responsible to anyone other than Brookfield and Bidco for providing the protections afforded to clients of HSBC nor for providing advice in relation to the Songbird Offer and the Canary Wharf Group Offer or any other matter referred to in this document.

This announcement does not constitute, and must not be construed as, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase or subscribe for any securities, pursuant to the Songbird Offer or otherwise. The Songbird Offer is being made solely by the Offer Document and, in the case of Songbird Shareholders holding Songbird Shares in certificated form, the Form of Acceptance, which contain the full terms and conditions of the Songbird Offer. Songbird Shareholders should read the Offer Document and, in the case of Songbird Shareholders holding Songbird Shares in certificated form, the Form of Acceptance as they contain important information. Songbird Shareholders who accept the Songbird Offer may rely only on the Offer Document and, in the case of Songbird Shareholders holding Songbird Shares in certificated form, the Form of Acceptance, for all the terms and conditions of the Offer.

This announcement has been prepared for the purpose of complying with English law 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 of jurisdictions outside the United Kingdom.

Overseas Shareholders

The Songbird Offer is not capable of acceptance from or within any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, persons reading this announcement or receiving the Offer Document, the Form of Acceptance and any accompanying document (including, without limitation, custodians, nominees and trustees) who have a contractual or legal obligation or who may otherwise intend to forward this announcement, the Offer Document, the Form of Acceptance and any accompanying document must not mail or otherwise distribute or send them in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction, as doing so may invalidate any purported acceptance of the Songbird Offer. The availability of the Songbird Offer to Songbird Shareholders who are not resident in the United Kingdom, or who are citizens, residents or nationals of jurisdictions outside the United Kingdom or who are nominees of, or custodians or trustees for, citizens, residents or nationals of other jurisdictions, may be prohibited or affected by the laws of the relevant jurisdictions in which they are citizens or of which they are residents or nationals. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

Any Songbird Shareholder who is in any doubt as to what action he/she should take should is recommended to seek his/her personal financial advice immediately from his/her stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if such person is taking advice in the United Kingdom, is authorised pursuant to the Financial Services and Markets Act 2000 or, if such person is in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.

Notice to US investors

The Songbird Offer is being and, if relevant, Canary Wharf Group Offer will be made for securities of a United Kingdom company and Songbird Shareholders and Canary Wharf Group Shareholders in the United States should be aware that this announcement, the Songbird Offer Document, the Canary Wharf Group Offer Document and any other documents relating to the Songbird Offer or the Canary Wharf Group Offer have been or will be prepared in accordance with the Code and United Kingdom disclosure requirements, format and style, all of which differ from those in the United States. Songbird's and Canary Wharf Group's financial statements, and all financial information that is included in this announcement or that may be included in the Songbird Offer Document, Canary Wharf Group Offer Document or any other documents relating to the Songbird Offer or Canary Wharf Group Offer, have been or will be prepared in accordance with United Kingdom generally accepted accounting principles or International Financial Reporting Standards and may not be comparable to financial statements of United States companies.

The Songbird Offer is being and, if relevant, Canary Wharf Group Offer will be, made in the United States pursuant to applicable US tender offer rules and securities laws (including exemptive relief therefrom granted by the United States Securities and Exchange Commission (the "SEC")) and otherwise in accordance with the requirements of the Code, the Panel, the London Stock Exchange and the UK Financial Conduct Authority. Accordingly, the Songbird Offer is and, if relevant, Canary Wharf Group 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 United States domestic tender offer procedures and law.

In accordance with the Code and normal United Kingdom market practice and subject to exemptive relief granted by the SEC from Rule 14e-5 under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), or pursuant to Rule 14e-5(b) under the Exchange Act (if applicable), Bidco or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Songbird Shares and Canary Wharf Group Shares outside the United States, otherwise than pursuant to the Songbird Offer or Canary Wharf Group Offer, respectively, before or during the period in which the Songbird Offer or Canary Wharf Group Offer, respectively, remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the Code and the rules of the London Stock Exchange, and all conditions to the exemptive relief granted by the SEC. In addition, in accordance with the Code, normal United Kingdom market practice and Rule 14e- 5(b) of the Exchange Act, Barclays, Citigroup and HSBC will continue to act as exempt principal traders in Songbird securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Forward looking statements

This announcement contains statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact may be forward-looking statements. They are based on current expectations and projections 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. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects" or words or terms of similar substance or the negative thereof, as well as 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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Any forward-looking statements made in this announcement are made as of the date of this announcement based on the opinions and estimates of Brookfield and QIA. Each of Bidco, Brookfield, QIA and their respective members, directors (including the Bidco Directors), officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this announcement or the Offer Document, whether as a result of new information, future events or otherwise, except as required by applicable law.

None of Bidco, Brookfield and QIA, nor their respective members, directors (including the Bidco Directors), officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this document will actually occur. No forward-looking or other statements have been reviewed by the auditors of Bidco, Brookfield, QIA, Songbird or Canary Wharf Group. All subsequent oral or written forward-looking statements attributable to any of Bidco,

Brookfield, QIA, or their respective members, directors (including the Bidco Directors), officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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% 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, 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 http://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 and the display documents required to be published pursuant to Rule 26 of the Code are available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Bidco's website at www.songbirdoffer.com.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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