TIDMBPY TIDMTTM TIDMSBD
RNS Number : 5571D
Brookfield Property Partners L.P
30 January 2015
30 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")
by
an entity jointly controlled by
Qatar Investment Authority ("QIA")
and
Brookfield Property Partners L.P. ("Brookfield")
Levels of acceptances and extension of Songbird Offer
Introduction
On 4 December 2014, QIA and Brookfield announced the terms of a
final cash offer for the acquisition of the entire issued and to be
issued ordinary share capital of Songbird, by which Songbird
Shareholders are entitled to receive GBP3.50 in cash for each
Songbird Share. The Offer Document relating to the Songbird Offer
was posted to Songbird Shareholders on 30 December 2014.
Further to the announcement by the Board of Songbird on 28
January 2015, QIA and Brookfield are pleased to confirm that they
have now received valid acceptances from each of the Major
Shareholders (as defined therein) in relation to their respective
Songbird Shares.
Accordingly, QIA and Brookfield are pleased to confirm the level
of acceptances and interests in Songbird Shares as set out
below.
Levels of acceptances and interests in Songbird Shares
As at 1.00 p.m. (London time) on 29 January 2015 (being the
First Closing Date), Bidco had received valid acceptances in
respect of 479,457,743 Songbird Shares, representing approximately
64.8 per cent. of the current issued share capital of Songbird,
which Bidco may count towards the satisfaction of the acceptance
condition to the Songbird Offer.
So far as Bidco is aware, none of these acceptances have been
received from persons acting in concert with Bidco. Within these
figures, acceptances have been received in respect of, in
aggregate, 49,893,093 Songbird Shares (representing approximately
6.7 per cent. of the existing issued share capital of Songbird)
which were subject to irrevocable undertakings or letters of intent
procured by Bidco.
In addition, as at 1.00 p.m. (London time) on 29 January 2015
(being the First Closing Date), the following persons acting in
concert with Bidco had an interest in, a right to subscribe in or a
short position in certain Songbird relevant securities. The nature
of the interests or rights concerned and number of Songbird
relevant securities to which these apply are listed below:
Percentage of issued
Nature of interest or Number of Songbird Shares share capital of Songbird
Name rights concerned held held
Qatar Holding
LLC.......................
..........................
....................... Beneficial owner 211,746,156 28.6%
CWG Holdings (Bermuda)
Limited...................
..........................
.... Beneficial owner 33 -
Total..................................................
........................................ 211,746,189 28.6%
Accordingly, as at 1.00 p.m. (London time) on 29 January 2015
(being the First Closing Date), Bidco and persons acting in concert
with Bidco either owned or had received valid acceptances of the
Songbird Offer in respect of a total of 691,203,932 Songbird
Shares, representing in aggregate approximately 93.4 per cent. of
the issued share capital of Songbird.
The percentages of Songbird Shares referred to in this
announcement are based upon a figure of 740,374,616 Songbird Shares
in issue on 29 January 2015.
Save as set out above, on 29 January 2015 (being the First
Closing Date), neither Bidco nor any person acting in concert with
Bidco has any right to subscribe for any relevant securities of
Songbird nor does any person have any such short position (whether
conditional or absolute and whether in money or otherwise),
including any short position under a derivative or any arrangement
in relation to any relevant securities of Songbird. For these
purposes, "arrangement" includes any agreement to sell or any
delivery obligation or right to require any other person to
purchase or take delivery of any relevant securities of Songbird
and any borrowing or lending of any relevant securities of Songbird
which have not been on-lent or sold.
Extension of Songbird Offer
Bidco further announces that the Songbird Offer, which remains
subject to the terms and conditions set out or referred to in the
Offer Document, is being extended and will remain open for
acceptance until 1.00 p.m. (London time) on 12 February 2015.
Subject to finalising arrangements in relation to the Canary
Wharf Group Offer, Bidco expects to declare the Songbird Offer
wholly unconditional on or before the next closing date on 12
February 2015 and to make a further public announcement to that
effect in due course.
Bidco encourages all other Songbird Shareholders who have not
yet accepted the Songbird Offer to do so as soon as possible and no
later than 1.00 p.m. (London time) on Thursday 12 February
2015.
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 12 February 2015. A
reply-paid envelope is enclosed with the 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 that the TTE
instruction settles as soon as possible and, in any event, not
later than 1.00 p.m. (London time) on 12 February 2015.
Any further extensions of the Songbird Offer will be publicly
announced no later than 8.00 a.m. (London time) on the Business Day
following the date on which the Songbird Offer was otherwise due to
expire, or such later date or time as the Panel may agree.
European Commission Clearance
Bidco is pleased to confirm that, on 21 January 2015, it
received competition approval from the European Commission in
relation to the Songbird Offer.
Defined terms used but not defined in this announcement have the
meanings set out in the Offer Document as published on 30 December
2014.
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 announcement.
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 announcement.
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
announcement.
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 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 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 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 and the Offer Document contain 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 or the Offer Document 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 announcement 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 26.1 of the Code will be made
available on Bidco's website at www.songbirdoffer.com by no later
than 12 noon (London time) on the Business Day following the date
of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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