TIDMTEF
RNS Number : 3076F
Telford Homes PLC
12 July 2019
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 OF SUCH
JURISDICTION
THE SCHEME DOCUMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014
FOR IMMEDIATE RELEASE
12 July 2019
RECOMMED CASH ACQUISITION
of
Telford Homes Plc
by
CBRE Group, Inc.
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
Publication and Posting of Scheme Document
On 3 July 2019, the board of CBRE Group, Inc. ("CBRE") and
Telford Homes Plc ("Telford Homes") announced that they had reached
agreement on the terms of a recommended cash acquisition of the
entire issued and to be issued share capital of Telford Homes by
CBRE (or at CBRE's election, one or more direct or indirect
wholly-owned subsidiaries of CBRE), (the "Acquisition").
The Acquisition will be implemented by way of a Court-sanctioned
scheme of arrangement pursuant to Part 26 of the Companies Act 2006
(the "Scheme").
Telford Homes is pleased to announce that the scheme document
containing, amongst other things, the full terms and conditions of
the Acquisition (the "Scheme Document"), together with the related
Forms of Proxy, was published yesterday and made available on the
Company's website as well as being posted to Telford Homes
Shareholders and, for information only, to persons with information
rights and participants in the Telford Homes Share Plans.
The Telford Homes Directors, who have been so advised by
Rothschild & Co as to the financial terms of the Acquisition,
consider the terms of the Acquisition to be fair and reasonable. In
providing its advice to the Telford Homes Directors, Rothschild
& Co has taken into account the commercial assessments of the
Telford Homes Directors.
Capitalised terms in this announcement, unless otherwise
defined, have the meaning given to them in the Scheme Document.
The Scheme Document contains, among other things, a letter from
the Chairman of Telford Homes, an explanatory statement pursuant to
section 897 of the Companies Act 2006, an expected timetable of
principal events, the full terms and conditions of the Acquisition
and notices of the Court Meeting and the General Meeting necessary
to implement the Scheme. In order to become effective, the Scheme
requires, among other things, the approval of a majority in number
of the Scheme Shareholders voting at the Court Meeting, either in
person or by proxy, representing at least 75 per cent. in value of
the Scheme Shares. In addition, a special resolution implementing
the Scheme must be passed by Telford Homes Shareholders
representing at least 75 per cent. of votes cast at the General
Meeting.
Notice of Shareholder Meetings
The Court Meeting and the General Meeting will be held at the
offices of Reed Smith LLP, the Broadgate Tower, 20 Primrose Street,
London, EC2A 2RS on 6 August 2019. The Court Meeting will commence
at 10.00 a.m. and the General Meeting at 10.15 a.m. (or, if later,
as soon as the Court Meeting has been concluded or adjourned).
Notices of the Court Meeting and the General Meeting are set out in
the Scheme Document, and Forms of Proxy for use at such Meetings
are enclosed with the Scheme Document.
Action required
It is important that, for the Court Meeting in particular, as
many votes as possible are cast so that the Court may be satisfied
that there is a fair and reasonable representation of Scheme
Shareholder opinion. You are therefore strongly urged to complete
and return both your Forms of Proxy or transmit a proxy instruction
(either electronically or through CREST) as soon as possible and,
in any event, by no later than 10.00 a.m. on 2 August 2019 and by
no later than 10.15 a.m. on 2 August 2019, in the case of the
General Meeting.
Holders of Telford Homes Shares should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
The Scheme Document contains an expected timetable of principal
events relating to the Scheme which is set out as follows (the
following dates are indicative only and subject to change and will
depend, among other things, on the date upon which the Court
sanctions the Scheme and the date on which the Conditions are
satisfied or, if capable of waiver, waived):
Event Date
Latest time for lodging Forms of Proxy 10.00 a.m. on 2 August 2019
for: 10.15 a.m. on 2 August 2019
Court Meeting (BLUE form)
General Meeting (WHITE form)
----------------------------------
Voting Record Time close of business on 2 August
2019
----------------------------------
Court Meeting 10.00 a.m. on 6 August 2019
----------------------------------
General Meeting 10.15 a.m. on 6 August 2019
----------------------------------
The following dates are indicative
only and subject to change
----------------------------------
Court Hearing Date A date expected to be in the
third quarter of 2019, subject
to EU Merger Clearance ("D")
----------------------------------
Last day of dealings in, and for registration D+1 Business Day
of transfers of Telford Homes Shares
and disablement of Telford Homes Shares
in CREST
----------------------------------
Suspension of dealings in Telford Homes close of business on D+1 Business
Shares on AIM Day
----------------------------------
Scheme Record Time close of business on D+2 Business
Days
----------------------------------
Effective Date D+3 Business Days
----------------------------------
Cancellation of admission to trading no later than 8.00 a.m. on
of Telford Homes Shares to AIM the Business Day after the
Effective Date
----------------------------------
Latest date for despatch of cheques 14 days after the Effective
and crediting of CREST accounts for Date
cash consideration due under the Scheme
----------------------------------
Long Stop Date 3 December 2019
----------------------------------
Publication of the Scheme Document
The Scheme Document and the documents required to be published
by Rule 26 of the Takeover Code are available subject to certain
restrictions relating to persons residing in Restricted
Jurisdictions, on CBRE's website at https://www.cbre.co.uk and on
Telford Homes' website at www.telfordhomes-ir.london and will be
until the end of the Acquisition.
Enquiries:
CBRE
Jim Groch, Global Group President
and Chief Investment Officer
Cash Smith, Global Head, M&A
Emma Giamartino, Americas Head, +1 215 921 7474
M&A +1 704 331 1297
Steve Iaco, Senior Managing Director +1 215 921 7476
Corporate Communications +1 212 984 6535
Brad Burke, Head of Investor Relations +1 215 921 7436
----------------------
J.P. Morgan (Financial Adviser
to CBRE)
----------------------
John Witherspoon +44(0) 207 742 4000
Dwayne Lysaght +44(0) 207 742 4000
Bronson Albery +44(0) 207 742 4000
Tara Morrison +44(0) 207 742 4000
----------------------
Telford Homes
----------------------
Andrew Wiseman, Chairman
Jon Di-Stefano, Chief Executive +44 (0)1992 809 800
Officer +44 (0)1992 809 800
----------------------
Rothschild & Co (Financial Adviser
to Telford Homes)
----------------------
Alex Midgen +44 (0)20 7280 5000
Peter Everest +44 (0)20 7280 5000
----------------------
Shore Capital (Nomad and Joint
Broker to Telford Homes)
----------------------
Dru Danford +44 (0)20 7408 4090
Patrick Castle +44 (0)20 7408 4090
----------------------
Peel Hunt (Joint Broker to Telford
Homes)
----------------------
Charles Batten +44 (0) 20 7418 8900
Capel Irwin +44 (0) 20 7418 8900
----------------------
Buchanan (PR Adviser to Telford
Homes)
----------------------
Henry Harrison-Topham +44 (0) 20 7466 5000
Victoria Hayns +44 (0) 20 7466 5000
Steph Watson +44 (0) 20 7466 5000
----------------------
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
or the solicitation of any vote or approval in any jurisdiction,
pursuant to the Acquisition or otherwise. The Acquisition shall be
made solely by means of the Scheme Document which shall contain the
full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any vote in respect of
the Scheme or other response in relation to the Acquisition should
be made only on the basis of the information contained in the
Scheme Document.
This Announcement has been prepared for the purpose of complying
with English law and the Takeover 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.
J.P. Morgan Securities LLC, together with its affiliate J.P.
Morgan Securities plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove, and which is authorised in the
United Kingdom by the Prudential Regulation Authority (the "PRA")
and regulated by the PRA and the Financial Conduct Authority (the
"FCA") ("J.P. Morgan") is acting as financial adviser exclusively
for CBRE and the CBRE Acquisition Co and no one else in connection
with the Scheme and other matters described in this Announcement
and will not regard any other person as its client in relation to
the Scheme and other matters described in this Announcement and
will not be responsible to anyone other than CBRE and the CBRE
Acquisition Co for providing the protections afforded to clients of
J.P. Morgan or its affiliates, nor for providing advice in relation
to the Scheme and other matters described in this Announcement or
any other matter or arrangement referred to herein.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Telford
Homes and for no one else in connection with the Scheme and other
matters described in this Announcement and will not be responsible
to anyone other than Telford Homes for providing the protections
afforded to its clients or for providing advice in connection with
the Scheme and other matters described in this Announcement.
Shore Capital and Corporate Limited and Shore Capital
Stockbrokers Limited (together "Shore Capital"), which are
authorised and regulated in the United Kingdom by the FCA are
acting exclusively for Telford Homes and for no one else in
connection with the Scheme and other matters described in this
Announcement and will not be responsible to anyone other than
Telford Homes for providing the protections afforded to its clients
or for providing advice in connection with the Scheme and other
matters described in this Announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
by the FCA in the United Kingdom, is acting exclusively for Telford
Homes and for no one else in connection with the Scheme and other
matters described in this Announcement and will not be responsible
to anyone other than Telford Homes for providing the protections
afforded to its clients or for providing advice in connection with
the Scheme and other matters described in this Announcement.
Overseas persons
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom or the United States
may be restricted by law. Persons who are not resident in the
United Kingdom or the United States or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
Unless otherwise determined by CBRE and/or the CBRE Acquisition
Co or required by the Takeover Code, and permitted by applicable
law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or form within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Accordingly, copies of this
Announcement and all documents relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions where to do so would
violate the laws in those jurisdictions. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), such Takeover Offer may not be
made available directly or indirectly, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction.
The availability of the Acquisition to Telford Homes
Shareholders who are not resident in the United Kingdom (and, in
particular, their ability to vote their Scheme Shares with respect
to the Scheme at the Court Meeting, or to appoint another person as
proxy to vote at the Court Meeting on their behalf) may be affected
by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should
inform themselves of, and observe, any applicable requirements, as
any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person. The
Acquisition shall be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial
Conduct Authority and the AIM Rules.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
From April 2019, a charge to UK taxation on chargeable gains can
arise for non-UK resident investors on the sale of shares in
companies deriving their value from UK land. There are exemptions
that can apply, including where the company's land assets are held
for trading purposes and not as investments. Non-UK resident
Telford Homes Shareholders should take their own advice from an
appropriate independent tax adviser in this regard.
ADDITIONAL INFORMATION FOR US INVESTORS
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure requirements
and practices applicable in the United Kingdom to schemes of
arrangement, which are different from the disclosure requirements
of the US under the US Exchange Act. The financial information
included in this Announcement or that may be included in the Scheme
Document has been or will have been prepared in accordance with
accounting standards applicable in the UK and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US.
If CBRE and/or the CBRE Acquisition Co were to elect to
implement the Acquisition by means of a Takeover Offer, such
Takeover Offer would be made in compliance with applicable US laws
and regulations, including to the extent applicable Section 14(e)
of the US Exchange Act and Regulation 14E thereunder, and in
accordance with the Takeover Code. Such a takeover would be made in
the United States by CBRE and/ or the CBRE Acquisition Co and no
one else. Accordingly, the Acquisition would 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 US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme will likely be a taxable transaction for United States
federal income tax purposes and under applicable United States
state and local income tax laws. Each US holder of Telford Homes
Shares is urged to consult his independent professional adviser
immediately regarding the US federal, state and local income and
non-income tax consequences of the Acquisition applicable to him as
well as any consequences arising under the laws of any other taxing
jurisdiction.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since Telford
Homes is located in a country other than the US, and all of its
officers and directors are residents of countries other than the
US. US holders may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
In accordance with normal UK practice and consistent with Rule
14e-5(b) under the US Exchange Act, CBRE, the CBRE Acquisition Co,
certain affiliated companies and the nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase,
shares in Telford Homes outside of the US, other than pursuant to
the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. If such
purchases or arrangements to purchase were to be made they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law,
including to the extent applicable the US Exchange Act. Any
information about such purchases or arrangements to purchase will
be disclosed as required in the United Kingdom, will be reported to
a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (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 Takeover 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(s), 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 p.m.
(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 Panel's website at 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.
No Profit Forecasts, Estimates or Quantified Benefits
Statements
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified benefits statement for any
period and no statement in this Announcement should be interpreted
to mean that earnings or earnings per share for Telford Homes for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Telford Homes.
Forward Looking Statements
This Announcement (including information incorporated by
reference in the Announcement), oral statements made regarding the
Acquisition, and other information published by CBRE and Telford
Homes contain certain forward-looking statements, beliefs or
opinions, with respect to the financial condition, results of
operations and business of CBRE and Telford Homes. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as "anticipate", "target",
"expect", "envisage", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Telford
Homes, and/or CBRE, in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this Announcement could cause
actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given by Telford Homes and CBRE that such expectations will prove
to have been correct and you are therefore cautioned not to place
undue reliance on these forward-looking statements which speak only
as at the date of this Announcement. Neither Telford Homes nor CBRE
assumes any obligation and Telford Homes and CBRE disclaim any
intention or obligation, to update or correct the information
contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by
applicable law or regulation (including under the AIM Rules and the
Disclosure Guidance and Transparency Rules of the FCA).
THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN
FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE
FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS,
AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL,
ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES,
FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING
STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH
FACTORS. NEITHER CBRE NOR TELFORD HOMES, NOR ANY OF THEIR
RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, 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.
This announcement is available on Telford Homes' website at
www.telfordhomes-ir.london.
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
OUPEAEXFFDLNEAF
(END) Dow Jones Newswires
July 12, 2019 02:00 ET (06:00 GMT)
Telford Homes (LSE:TEF)
Historical Stock Chart
From Oct 2024 to Nov 2024
Telford Homes (LSE:TEF)
Historical Stock Chart
From Nov 2023 to Nov 2024
