TIDMSMTP
RNS Number : 1323D
Summit Properties Limited
17 February 2020
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, OR INTO OR FROM UNITED
STATES, CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA AND JAPAN AND
ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE A VIOLATION OF
THE LAWS OF SUCH JURISDICTION.
17 February 2020
Summit Properties Limited
("Summit" or the "Company")
Proposed Tender Offer
and
Proposed cancellation of admission of Ordinary Shares to trading
on AIM
The Company announces a proposed t ender offer and cancellation
of the admission of its Ordinary Shares to trading on AIM, subject
to approval by Shareholders.
The Tender Offer provides Shareholders with an opportunity to
partially realise their investment in the Company by accepting the
Tender Offer pursuant to which the Company will, conditionally,
offer to purchase, on a pro rata basis, up to 148,275,862 Ordinary
Shares (representing 33.3% of the Company's issued share capital)
at the Tender Offer Price of EUR1.45 per Ordinary Share
(representing a 1.8 per cent. premium to the closing mid-market
price per Ordinary Share on 14 February 2020, being the last
practicable date prior to this announcement).
The Company has received irrevocable undertakings from Unifinter
and the Directors of the Company to vote in favour of all of the
Resolutions being proposed at the General Meeting in respect of, in
aggregate, 365,681,860 Ordinary Shares, representing approximately
82.1 per cent. of the issued Ordinary Shares. The Company has also
received an irrevocable undertaking from Unifinter to tender its
whole Entitlement under the Tender Offer as at the date of this
announcement, being 121,701,624 Ordinary Shares.
A circular will be posted to Shareholders on or around 18
February 2020 setting out the background to and reasons for the
Cancellation and Tender Offer and providing further details on
each. Further details are also set out below. The Company has also
arranged for a secondary market trading facility to be put in place
following the Cancellation.
The Cancellation and the Tender Offer are conditional upon all
of the Resolutions being passed at the General Meeting to be held
at 11.00 a.m. on 3 March 2020, notice of which will be set out in
the Circular.
For further information:
Summit Properties Limited Tel: +44 (0) 1481 700 300
Zohar Levy - Managing Director
Itay Barlev (Braun) - Finance Director
Non-Executive Chairman Tel: +44 (0) 20 7451 7050
Harry Hyman
Carey Group, Company Secretary Tel: +44 (0) 1481 700 300
Chris Le Page / Tom Lancaster-King
Liberum Capital Limited, Nominated Adviser and Joint Broker Tel: +44 (0) 20 3100 2222
Chris Clarke / Gillian Martin / Owen Matthews
Cenkos Securities, Joint Broker Tel: +44 (0) 20 7397 8900
Mark Connelly
Russell Kerr / Selwyn Jones (Broking)
IMPORTANT NOTICE
If Shareholders are in any doubt about the contents of this
announcement or the action they should take, they are recommended
to seek advice from their stockbroker, solicitor, accountant, bank
manager or other appropriately authorised independent financial
adviser authorised under the Financial Services and Markets Act
2000 (as amended) if they are in the United Kingdom or from another
appropriately authorised independent financial adviser if they are
in a territory outside the United Kingdom.
This announcement does not constitute, or form part of, any
offer for or invitation to sell or purchase any securities, or any
solicitation of any offer for, securities in any jurisdiction. Any
acceptance or other response to the Tender Offer should be made
only on the basis of information contained in or referred to in the
Circular. The Circular will contain important information,
including the full terms and conditions of the Tender Offer, which
Shareholders are urged to read carefully. The Tender Offer is not
being made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce of, or any facilities of a national securities
exchange of United States, Canada, Australia, New Zealand, South
Africa and Japan and any other jurisdiction where such distribution
of the Circular into or inside or from such jurisdiction would
constitute a violation of the laws of such jurisdiction.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"forecasts", "plans", "prepares", "anticipates", "projects",
"expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology,
or by discussions of strategy, plans, objectives, goals, future
events or intentions. These forward-looking statements include all
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the Company's and the Directors' intentions, beliefs or
current expectations concerning, amongst other things, the
Company's prospects, growth and strategy. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company's actual performance,
achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in
this announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are
consistent with the forward-looking statements in this
announcement, those results or developments may not be indicative
of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this
announcement speak only as of the date of such statement and (other
than in accordance with their legal or regulatory obligations)
neither the Company nor any of its associates, directors, officers
or advisers undertakes any obligation to update such statements.
Comparisons of results for current and any prior periods are not
intended to express any future trends or indications of future
performance, unless expressed as such, and should only be viewed as
historical data.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Announcement of the Tender Offer 17 February 2020
and Cancellation
Tender Offer opens 18 February 2020
Posting of the Document, Tender 18 February 2020
Forms, Proxy Forms
Latest time and date for receipt 11.00 a.m. on 1 March 2020
of Proxy Forms for the General
Meeting
General Meeting 11.00 a.m. on 3 March 2020
Announcements of results of 3 March 2020
General Meeting
Latest time and date for receipt 1.00 p.m. on 4 March 2020
of Tender Forms and TTE instructions
in relation to the Tender Offer
Tender Offer Record Date close of business on 4 March 2020
Announcement of the results 5 March 2020
of the Tender Offer
Cheques dispatched and CREST by 16 March 2020
accounts credited in respect
of proceeds due under the Tender
Offer
CREST accounts credited with, by 16 March 2020
and share certificates dispatched
in respect of, revised holdings
of Ordinary Shares following
the Tender Offer
Expected date of Cancellation with effect from 7.00 a.m. on
17 March 2020
Notes
(1) If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders through a
Regulatory News Service.
(2) All references to time in this announcement are to London time, unless otherwise stated.
Background to, and reasons for, the Proposals
Cancellation
The Board has for some time been reviewing the benefits to, and
burdens on, the Company and Shareholders of the continuing AIM
Admission. The Board, having conducted this review, has concluded
that Cancellation is in the best interests of the Company and its
Shareholders as a whole. In reaching this conclusion, the Board has
considered, among others, the following principal factors:
-- The Company's Ordinary Shares have limited liquidity and free
float and, as a result, the AIM Admission does not in itself offer
Shareholders the opportunity to trade in meaningful volumes or with
frequency within an active market.
-- The Company has no intention of completing a public markets
transaction such as a secondary fundraise or an acquisition using
its Ordinary Shares as currency.
-- The considerable costs, management time and the legal and
regulatory burden associated with maintaining the Company's AIM
Admission are, in the Board's opinion, materially disproportionate
to the benefits to the Company of its AIM Admission.
-- Approximately 82.1 per cent of the Company's current issued
Ordinary Shares are held by Unifinter.
For the reasons set out above, the Board has concluded that it
would be in the best interests of the Company and Shareholders as a
whole if the AIM Admission were to be cancelled at the earliest
opportunity.
Tender Offer
The Company announced on 19 June 2019 that it had signed a
binding agreement to dispose of a German office building for a cash
consideration of EUR225 million, which completed on 31 December
2019. The Board has considered the optimum use of this cash
including, among other matters, continuing to pursue investment
opportunities in Germany, pursuing investment opportunities
throughout continental Europe and other markets, repaying the
Company's borrowings, executing a strategic acquisition, and
returning cash to shareholders. Taking into account the increasing
scarcity of attractive investment opportunities in Germany, the
management team's lack of expertise and track record outside of
Germany, the Company's relatively low level of indebtedness, and
the availability of compelling strategic acquisitions and
associated execution risk, the Board has concluded that it is in
the best interests of the Company and Shareholders as a whole to
return EUR215 million to Shareholders on a pro rata basis by way of
the Tender Offer.
The Tender Offer gives Shareholders (if they are Qualifying
Shareholders) an opportunity to partially realise their investment
in the Company. Those Qualifying Shareholders who wish to continue
holding their existing holding of Ordinary Shares following the
Cancellation may do so, but there would no longer be a formal
market mechanism enabling Shareholders to trade their Ordinary
Shares.
The Board considers that the Tender Offer gives Qualifying
Shareholders the ability to tender some Ordinary Shares held by
them (in an amount up to their Entitlement) or to tender none of
their Ordinary Shares, depending on their own liquidity
requirements and their view of the prospects of the Company going
forward.
Cancellation
Process for the Cancellation
In accordance with the AIM Rules, the Cancellation is
conditional on the consent of not less than 75 per cent. of the
votes cast by Shareholders at a general meeting. Accordingly, the
Notice of General Meeting set out at the end of the Document
contains a special resolution to approve the Cancellation (please
refer to Resolution 1).
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Company has notified the London
Stock Exchange of the Company's intention, subject to Resolution 1
being passed at the General Meeting, to cancel the Company's AIM
Admission on 17 March 2020. Cancellation will not take effect until
at least five clear Business Days have passed following the passing
of Resolution 1. If the Resolution 1 is passed at the General
Meeting, it is proposed that the last day of trading in Ordinary
Shares on AIM will be 16 March 2020 and that Cancellation will take
effect at 7.00 a.m. on 17 March 2020.
Principal effects of Cancellation
As noted above, regardless of the level of participation by
Shareholders in the Tender Offer, for the reasons set out in the
circular, the Board has separately and independently concluded that
it would be in the best interests of the Company to effect the
Cancellation. Therefore, in deciding whether or not to accept the
Tender Offer, Shareholders should take into account that Unifinter
now holds, in aggregate, a sufficient number of Ordinary Shares to
meet the 75% approval threshold required to pass the resolution in
relation to the Cancellation at the General Meeting and has
undertaken to vote in favour of such resolution. Accordingly,
regardless of votes cast by other Shareholders at the General
Meeting, there is certainty that the resolution in relation to the
Cancellation will be passed and that the Cancellation shall take
effect regardless of the level of participation by Shareholders in
the Tender Offer.
The principal effects that the Cancellation would have on
Shareholders are as follows:
-- there would no longer be a formal mechanism enabling
Shareholders to trade their Ordinary Shares through the market.
Accordingly, while the Ordinary Shares will remain freely
transferable, they may be more difficult to sell compared to shares
of companies admitted to trading on AIM (or any other recognised
market or trading exchange);
-- it may also be more difficult for Shareholders to determine
the market value of their shareholdings in the Company at any given
time;
-- the Company would no longer be subject to the AIM Rules and
accordingly, Shareholders will no longer be afforded the
protections given by the AIM Rules. Such protections include:
o the Company will not be bound to make any public announcements
of material events, or to announce interim or final results,
announce substantial transactions and related party transactions,
or comply with the requirement to obtain shareholder approval for
reverse takeovers and fundamental changes in the Company's
business; and
o Liberum will cease to be the Company's nominated adviser and
joint broker, and Cenkos Securities Plc will cease to be the joint
broker and the Company will cease to retain a nominated adviser and
broker;
-- the Company would no longer be subject to the Disclosure
Rules and Transparency Rules and would therefore no longer be
required specifically to disclose major shareholdings in the
Company;
-- the Company will no longer be subject to the Market Abuse
Regulation regulating inside information;
-- the Company would no longer be required to comply with any of
the additional corporate governance requirements applicable to
companies admitted to trading on AIM; and
-- the Cancellation might have either positive or negative
taxation consequences for Shareholders (Shareholders who are in any
doubt about their tax position should consult their own
professional independent adviser immediately), in particular,
Shares will cease to be "qualifying investments" for the purposes
of the Individual Savings Account Regulations 1998 and will no
longer be eligible to be held within a stocks and shares Individual
Savings Account (ISA) (or Junior ISA) following the
Cancellation.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of Cancellation on them.
However, following the Cancellation:
-- the Company will remain a company registered in Guernsey in
accordance with and subject to the Companies Law;
-- the Company will still remain subject to the provisions of
the Takeover Code for a period of 10 years following Cancellation.
It should also be noted that as Unifinter owns in excess of 50 per
cent. of the existing Ordinary Shares, Unifinter is free to acquire
further Ordinary Shares without incurring any obligation under Rule
9 of the Takeover Code; and
-- while the Company intends to continue to communicate
information about the Company to its Shareholders on the Company's
website (https://www.summit-properties.com) and to post updates on
that website from time to time in order to comply with any other
continuing obligations it may have, Shareholders should be aware
that there will be no obligation on the Company to include the
information or update the website as required under the AIM
Rules.
Matched bargain facility
Shareholders should note that they are able to trade in the
Ordinary Shares on AIM prior to Cancellation. The Board is aware
that Cancellation would make it more difficult for Shareholders to
buy and sell Ordinary Shares should they wish to do so. Therefore,
the Company has made arrangements for a matched bargain facility to
assist Shareholders to trade in the Ordinary Shares to be put in
place from the day of Cancellation.
Following Cancellation becoming effective, the Company is
appointing Asset Match to facilitate trading in the Ordinary
Shares. Asset Match, a firm authorised and regulated by the
Financial Conduct Authority, will operate an electronic off-market
dealing facility for the Ordinary Shares. This facility will allow
Shareholders to trade their Ordinary Shares by matching buyers and
sellers through quarterly auctions. Shareholders will continue to
be able to hold their shares in uncertificated form (i.e. in CREST)
and should check with their stockbroker that their stockbroker is
able to trade in unlisted shares.
The Asset Match trading facility operates under its own code of
practice which governs the behaviour of participants and the
running of the auctions. Asset Match operates an open auction
system where volumes of bids and offers at different prices are
displayed on its website. The platform uses a non-discretionary
algorithm that determines a "fair" share price based on supply and
demand and allocates transactions accordingly. Bids and offers may
be made, amended or withdrawn at any time before the end of the
quarterly period. Shareholders wanting to trade shares through
Asset Match must do so through a stockbroker.
The preferred broker is The Share Centre www.share.com. Full
details of Asset Match can be found at www.assetmatch.com.
Shareholders should note that there can be no guarantee that the
matched bargain facility will remain available on a continuous
basis or at all.
Tender Offer
Price, quantum and principal effects of Tender Offer
The Board have proposed the Tender Offer to give Shareholders an
opportunity to partially realise their investment in the Company.
Qualifying Shareholders will therefore have the opportunity to
tender, pursuant to the Tender Offer and on a pro rata basis, some
of their Ordinary Shares at the Tender Offer Record Date (in an
amount up to their Entitlement). Qualifying Shareholders do not
have to tender any Ordinary Shares if they do not wish to do so.
The Tender Offer Price is EUR1.45 per Ordinary Share.
There are 445,235,204 Ordinary Shares in issue as at close of
business on 14 February 2020 (being the last practicable date prior
to the publication of this announcement). Unifinter owns
365,439,436 Ordinary Shares, representing approximately 82.1 per
cent. of the current issued Ordinary Shares.
Under the Tender Offer a maximum of 148,275,862 Ordinary Shares,
representing approximately 33.3 per cent. of the current issued
Ordinary Share Capital, may be purchased. The maximum aggregate
cost for the Company of the Tender Offer (excluding costs and
expenses) would be EUR215 million. The Board is satisfied that the
Company has sufficient funds (from capital and reserves) to make
the Tender Offer and cash reserves to meet its ongoing working
capital requirements and commitments following completion of the
Proposals.
If the Tender Offer is fully taken up by Qualifying Shareholders
on a pro rata basis, resulting in the purchase of 148,275,862
Ordinary Shares:
-- there will be a reduction in the issued Ordinary Share
Capital of up to 148,275,862 Ordinary Shares;
-- the NAV of the Company, as referenced in the accounts of the
Company dated 30 September 2019 will be reduced by approximately
EUR215 million to approximately EUR617.4 million (excluding
professional fees incurred in connection with the Proposals);
and
-- under the Tender Offer Unifinter's shareholding will not
proportionately increase beyond 82.1 per cent. of the entire issued
share capital of the Company.
Shareholder approval
The Tender Offer is conditional, amongst other things, on the
passing of the Resolutions, including Resolution 1 approving the
Cancellation.
Resolution 2 has been proposed, which, if passed, will provide
the Company with the authority to make market purchases of
148,275,862 Ordinary Shares. The Ordinary Shares purchased under
the Tender Offer (or a corresponding number of Ordinary Shares)
will be cancelled once purchased by the Company pursuant to the
terms of the Repurchase Agreement.
Tender Offer process
Under the Tender Offer:
-- Liberum will purchase Ordinary Shares that are validly
tendered up to a maximum number of 148,275,862 Ordinary Shares;
-- all Qualifying Shareholders are being given the opportunity
to participate on a pro rata basis;
-- Qualifying Shareholders can tender none or some of their
Ordinary Shares (in an amount up to their Entitlement);
-- each Qualifying Shareholder's Entitlement will be calculated
by Link Asset Services as at the Tender Offer Record Date by
reference to the Qualifying Shareholder's holding of Ordinary
Shares as at that date;
-- Unifinter will tender its full Entitlement under the Tender
Offer as at the date of this announcement, being 121,701,624
Ordinary Shares;
-- the Tender Offer is not being made available to Shareholders
with a registered address in a Restricted Jurisdiction. Overseas
Shareholders should note that they should satisfy themselves that
they have fully observed any applicable legal requirements under
the laws of their relevant jurisdiction if they tender Ordinary
Shares in the Tender Offer. The attention of Shareholders with
registered addresses outside the United Kingdom is drawn to the
paragraph headed "Overseas Shareholders" in Part 2 of the
Document;
-- all Ordinary Shares purchased by Liberum will be purchased at
a price of EUR1.45 per Ordinary free of commissions and dealing
charges;
-- the Tender Offer will close at 1.00 p.m. on 4 March 2020;
-- all Ordinary Shares purchased by Liberum (or a corresponding
number of Ordinary Shares) will be subsequently purchased by the
Company at a price of EUR1.45 per Ordinary Share under the terms of
the Repurchase Agreement; and
-- all Ordinary Shares purchased by the Company from Liberum
under the terms of the Repurchase Agreement will be cancelled and
will not rank for any dividends declared after, or whose record
date is after, the Tender Offer Record Date.
If the Tender Offer is terminated, the Company will make an
announcement through a Regulatory News Service that such is the
case.
Full details of the Tender Offer, including the terms and
conditions on which it is made, are set out in Part 2 of the
Document and, in the case of certificated Ordinary Shares only, the
accompanying Tender Form.
Current Trading and Outlook
Following the Company's announcement on 21 November 2019
regarding its unaudited key performance indicators for the nine
months ended 30 September 2019, the Company's operational and
financial performance has continued to be in line with management's
expectations.
Valuation, Portfolio & NAV
-- Based on a preliminary assessment from the Company's external
valuer, the revaluation uplift for the second half of 2019 is
expected to be approximately EUR84 million (the "Revaluation
Uplift").
-- Following the sale of the German office building for EUR225
million (the "Sale") and the Revaluation Uplift, the net market
value of the Company's portfolio for year ended 31 December 2019 is
expected to be EUR1.40 billion (30 June 2019: EUR1.54 billion).
-- The expected rental income for Q4 2019 is EUR20.4 million,
which results in rental income for FY 2019 of EUR81.3 million.
-- The expected Funds from Operations ("FFO") for Q4 2019 is
EUR13.3 million, which results in FFO for FY 2019 of EUR52.9
million.
-- As a result, the Company's unaudited NAV per share as at 31 December 2019 is EUR2.02.
-- Net loan to value following the Revaluation Uplift and
excluding the proceeds of the Sale is approximately 40% as at 31
December 2019.
-- The occupancy of the Company's portfolio is 92% and 90%
including properties for re-development.
-- The Company has signed 122 new leases and renewals for
approximately 156,000 sqm, securing rental income of ca. EUR9.9
million p.a. in 2019.
-- As of January 2020, the 12 month run-rate gross rental income
is approximately EUR78.0 million with average rent per sqm across
the portfolio of EUR7.2/month.
Acquisitions and disposals
-- In Q4 2019 and as announced on 31 December 2019, in addition
to the Sale, the Company acquired an office building in Hannover
for c.EUR6.5 million adjacent to another property owned by the
Company.
-- On 21 November 2019 the Company announced it had received
initial non-binding offers for the sale of 2 assets significantly
above their book value of EUR68 million as at 30 June 2019,
reflecting their surplus building rights. Negotiations in
connection with these sales have now ceased.
Dividends
-- The Company declared a dividend of 0.5 cents per Ordinary
Share on 25 September 2019 and does not intend to declare any
further dividends for the foreseeable future.
Outlook
-- Following the Tender Offer and Cancellation, the Company
intends to continue to operate its business in Germany as normal
but, given the increasing scarcity of attractively priced
investment opportunities in Germany, it intends to focus its
efforts on the active management of its existing portfolio, rather
than acquisition-led growth.
Irrevocable Undertakings
The Company has received from Unifinter and the Directors of the
Company irrevocable undertakings to vote in favour of all of the
Resolutions being passed at the General Meeting in respect of, in
aggregate, 365,681,860 Ordinary Shares, representing approximately
82.1 per cent. of the issued Ordinary Shares.
The Company has also received from Unifinter an irrevocable
undertaking to tender its whole Entitlement under the Tender Offer
as at the date of this announcement being 121,701,624 Ordinary
Shares. The irrevocable undertaking from Unifinter is intended to
ensure that its shareholding will not be capable of proportionately
increasing as a result of participation in the Tender Offer.
Related party transaction
Unifinter is a substantial shareholder in the Company in
accordance with the definitions of the AIM Rules and an associate
of Zohar Levy and Itay Barlev and therefore its participation in
the Tender Offer constitutes a related party transaction for the
purposes of the AIM Rules.
As there are no independent directors (for the purposes of the
Tender Offer) to provide a fair and reasonable statement because
all of the directors are participating in the Tender Offer, Liberum
(in its capacity as nominated adviser for the purposes of the AIM
Rules) considers that the participation by Unifinter in the Tender
Offer is fair and reasonable insofar as the shareholders of the
Company are concerned.
Recommendation
The Board considers the Tender Offer and Cancellation to be in
the best interests of Shareholders as a whole. Accordingly, the
Board recommends that Shareholders vote in favour of the
Resolutions, as they and Unifinter have undertaken to do in respect
of their own holdings of Ordinary Shares and Ordinary Shares under
their control representing, in aggregate, approximately 82.1 per
cent. of the current issued Ordinary Shares.
Whether or not Shareholders decide to tender any of their
Ordinary Shares will depend, amongst other things, on their view of
the Company's prospects and their own individual circumstances,
including their tax position. In making their decisions,
Shareholders are recommended to consult their duly authorised
independent advisers.
DEFINITIONS
"EUR" or "EUR" means the lawful currency of the member
states of the European Union that
have adopted and retained a common
single currency through monetary union
in accordance with European Union
treaty law, as amended from time to
time;
"AIM" AIM, a market operated by the London
Stock Exchange plc;
"AIM Admission" the admission of the Ordinary Shares
to trading on AIM;
"AIM Rules" the AIM rules for companies published
by the London Stock Exchange plc from
time to time;
"Asset Match" means Asset Match Limited, a company
incorporated under the laws of England
Wales with registration number 07681197
with its registered address at 1 Bow
Lane, London, EC4M 9EE;
"Board" or "Directors" the directors of the Company;
"Business Day" any day other than a Saturday, Sunday
or public holiday on which banks are
open in the City of London and Guernsey
for ordinary banking business;
"Cancellation" the cancellation of the AIM Admission;
"certificated" or "in certificated Ordinary Shares not recorded on the
form" Register as being held in uncertificated
form in CREST;
"Companies Law" Companies (Guernsey) Law, 2008 (as
amended);
"Company" or "Summit" Summit Properties Limited;
"CREST" the relevant CREST system as defined
in the CREST Regulations;
"CREST Regulations" the Uncertificated Securities (Guernsey)
Regulations, 2009 (SI 2009 No. 48),
as amended;
"Disclosure Rules and Transparency the disclosure and transparency rules
Rules" prescribed by the Financial Conduct
Authority;
"Document" the circular to be circulated to the
Shareholders of the Company;
"Entitlement" in the case of each Qualifying Shareholder,
the entitlement to tender in the Tender
Offer a number of Ordinary Shares
equivalent to 33.30 per cent. of the
Ordinary Shares registered in such
person's name on the Register as at
the Tender Offer Record Date in each
case rounded down to the nearest whole
number;
"Euroclear" Euroclear UK & Ireland Limited (formerly
CRESTCo Limited);
"General Meeting" the General Meeting of the Company
to be convened for 11.00 a.m. on 3
March 2020 by the Notice and any adjournment
thereof;
"Liberum" Liberum Capital Limited, a company
incorporated under the laws of England
and Wales with its registered office
at Ropemaker Place, Level 12, 25 Ropemaker
Street, London, EC2Y 9LY and its company
registration number as 05912554;
"Link Asset Services" a trading name of Link Market Services
Limited, a company incorporated under
the laws of England and Wales, with
its registered office at The Registry,
34 Beckenham Road, Beckenham, Kent,
BR3 4TU and its company registration
number as 02605568;
"Market Abuse Regulation" the market abuse regulation promulgated
as Regulation (EU) No 596/2014 of
The European Parliament and of the
Council of 16 April 2014;
"NAV" net asset value;
"Notice" the notice of the General Meeting;
"Ordinary Shares" or "Ordinary ordinary shares of no par value in
Share Capital" the capital of the Company;
"Overseas Shareholder" a Shareholder who is resident in,
or a citizen of, a jurisdiction outside
the United Kingdom;
"Proposals" the Cancellation and the Tender Offer;
"Proxy Form" the form of proxy enclosed with the
Document for use at the General Meeting
or any adjournment thereof;
"Qualifying Shareholders" Shareholders who are entitled to participate
in the Tender Offer, being Shareholders
on the Register at 8.00 p.m. on the
Tender Offer Record Date who are not
Restricted Shareholders;
"Register" the register of members of the Company;
"Regulatory News Service" any of the services approved by the
London Stock Exchange plc for the
distribution of AIM announcements
and included within the list maintained
on the website of the London Stock
Exchange plc;
"Repurchase Agreement" the agreement dated 17 February 2020
between the Company and Liberum for
the repurchase by the Company of the
Ordinary Shares purchased by Liberum
pursuant to the Tender Offer (or otherwise
a corresponding number of Ordinary
Shares);
"Resolutions" the resolutions to be proposed at
the General Meeting, as set out in
the Notice and a reference to a "Resolution"
shall be construed accordingly;
"Restricted Jurisdiction" each of the United States, Canada,
Australia, New Zealand, South Africa
and Japan and any other jurisdiction
where the mailing of the Document
into or inside or from such jurisdiction
would constitute a violation of the
laws of such jurisdiction;
"Restricted Shareholder" a Shareholder with a registered address
in a Restricted Jurisdiction;
"Shareholders" holders of Ordinary Shares;
"Takeover Code" the City Code on Takeovers and Mergers;
"tender" and "tendered" refers to tenders by Shareholders
of Ordinary Shares pursuant to the
Tender Offer;
"Tender Form" the tender form issued to Qualifying
Shareholders for use in respect of
Ordinary Shares held in certificated
form;
"Tender Offer" the invitation by Liberum to Qualifying
Shareholders to tender Ordinary Shares
for sale Liberum on the terms and
subject to the conditions set out
in the Document and, in the case of
certificated Ordinary Shares only,
in the Tender Form;
"Tender Offer Price" the price of EUR1.45 per Ordinary
Share, being the price at which Liberum
offers to purchase Ordinary Shares
under the Tender Offer;
"Tender Offer Record Date" close of business on 4 March 2020;
"TTE instruction" a transfer to escrow instruction (as
defined by the CREST manual issued
by Euroclear);
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland;
"Unifinter" Unifinter Administratiekantoor B.V.,
a company incorporated in the Netherlands
with its registered address at Locatellikade
1, Amsterdam, 1076AZ, the Netherlands
(of which Itay Barlev, Finance Director
of the Company, is a director) and
being a wholly-owned subsidiary of
Summit Real Estate Holdings Limited
(such company being listed on the
Tel Aviv Stock Exchange and of which
Zohar Levy, Managing Director of the
Company, is a director and controlling
shareholder); and
"uncertificated" or "uncertificated Ordinary Shares which are recorded
form" on the Register as being held in uncertificated
form in CREST and title to which,
by virtue of the CREST Regulations,
may be transferred by means of CREST.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCEAEAKFDNEEFA
(END) Dow Jones Newswires
February 17, 2020 02:00 ET (07:00 GMT)
Summit Properties (LSE:SMTP)
Historical Stock Chart
From Oct 2024 to Nov 2024
Summit Properties (LSE:SMTP)
Historical Stock Chart
From Nov 2023 to Nov 2024
