TIDMYEW
RNS Number : 6699W
Yew Grove REIT PLC
23 December 2021
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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
23 DECEMBER 2021
Recommended acquisition of Yew Grove REIT plc by Slate Office
Ireland Investment Limited , an indirect wholly-owned subsidiary of
Slate Office REIT
Results of Scheme Meeting and EGM
The board of directors of Yew Grove REIT plc ("Yew Grove") is
pleased to announce that at the Scheme Meeting and the EGM held
earlier today in connection with the recommended cash offer by
Slate Office Ireland Investment Limited ("Bidco"), an indirect
wholly-owned subsidiary of Slate Office REIT ("Slate"), for the
entire issued and to be issued share capital of Yew Grove (the
"Acquisition") to be effected by way of a scheme of arrangement
under Chapter 1 of Part 9 of the Companies Act 2014 (the
"Scheme"):
-- the Yew Grove Shareholders voted in favour of the resolution
to approve the Scheme at the Scheme Meeting; and
-- the Yew Grove Shareholders voted in favour of the EGM Resolutions at the EGM.
Full details of the resolutions passed are set out in the
notices of the Scheme Meeting and EGM contained in the scheme
document published on 30 November 2021 (the "Scheme Document").
Except as otherwise defined herein, capitalised terms used but
not defined in this announcement have the same meanings as given to
them in the Scheme Document.
The detailed voting results in relation to the Scheme Meeting
and EGM are set out below.
1. Voting Results of the Scheme Meeting:
The resolution to approve the Scheme was duly passed on a poll
vote. The required quorum in respect of the Scheme Meeting, being
at least two persons holding or representing by proxy at least
one-third in nominal value of the Yew Grove Shares, was satisfied .
The results of the poll were as follows:
Number of Yew Grove Shares voted % of Yew Grove Shares voted Number of Yew Grove Shares voted as a %
of Yew Grove Shares**
For 60,582,354 91.91% 48.5%
--------------------------------- ---------------------------- ----------------------------------------
Against 5,333,634 8.09% 4.27%
--------------------------------- ---------------------------- ----------------------------------------
Total 65,915,988 100% 52.77%
--------------------------------- ---------------------------- ----------------------------------------
Withheld* - - -
--------------------------------- ---------------------------- ----------------------------------------
* The "Vote Withheld" option is provided to enable abstention on
any particular resolution. However, it should be noted that a "Vote
Withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes "For" and "Against" a
resolution.
** The total number of Yew Grove Shares in issue at the Voting
Record Time was 124,922,210 .
2. Voting Results of the EGM :
At the EGM, Resolutions 1 to 6, as set out in the notice of the
EGM in the Scheme Document, were duly passed on a poll vote. The
results of the poll were as follows:
Number of Yew % of Yew Grove Number of Yew Grove
Grove Shares Shares voted Shares voted as a
voted % of Yew Grove Shares**
Resolution 1 to approve the amendment of the memorandum of
association
For 64,571,506 92.37% 51.69%
---------------- ---------------- --------------------------
Against 5,334,134 7.63% 4.27%
---------------- ---------------- --------------------------
Total 69,905,640 100% 55.96%
---------------- ---------------- --------------------------
Withheld* - - -
---------------- ---------------- --------------------------
Resolution 2 to approve the Scheme
For 64,572,006 92.37% 51.69%
---------------- ---------------- --------------------------
Against 5,333,634 7.63% 4.27%
---------------- ---------------- --------------------------
Total 69,905,640 100% 55.96%
---------------- ---------------- --------------------------
Withheld* - - -
---------------- ---------------- --------------------------
Resolution 3 to approve the cancellation of the Cancellation
Shares
For 64,571,506 92.37% 51.69%
---------------- ---------------- --------------------------
Against 5,334,134 7.63% 4.27%
---------------- ---------------- --------------------------
Total 69,905,640 100% 55.96%
---------------- ---------------- --------------------------
Withheld* - - -
---------------- ---------------- --------------------------
Resolution 4 to approve the application of the reserves
For 64,572,006 92.37% 51.69%
---------------- ---------------- --------------------------
Against 5,333,634 7.63% 4.27%
---------------- ---------------- --------------------------
Total 69,905,640 100% 55.96%
---------------- ---------------- --------------------------
Withheld* - - -
---------------- ---------------- --------------------------
Resolution 5 to approve the amendment of the articles of association
For 64,571,506 92.37% 51.69%
---------------- ---------------- --------------------------
Against 5,334,134 7.63% 4.27%
---------------- ---------------- --------------------------
Total 69,905,640 100% 55.96%
---------------- ---------------- --------------------------
Withheld* - - -
---------------- ---------------- --------------------------
Resolution 6 to authorise the directors re Art. 90.2 of the
articles of association
For 64,572,006 92.37% 51.69%
---------------- ---------------- --------------------------
Against 5,333,634 7.63% 4.27%
---------------- ---------------- --------------------------
Total 69,905,640 100% 55.96%
---------------- ---------------- --------------------------
Withheld* - - -
---------------- ---------------- --------------------------
* The "Vote Withheld" option is provided to enable abstention on
any particular resolution. However, it should be noted that a "Vote
Withheld" is not a vote in law and is not counted in the
calculation of the proportion of the votes "For" and "Against" a
resolution.
** The total number of Yew Grove Shares in issue at the Voting
Record Time was 124,922,210 .
Effective Date and Timetable
Completion of the Acquisition remains subject to satisfaction or
waiver of the other Conditions set out in the Scheme Document,
including the sanction by the High Court of the Scheme at the Court
Hearing.
The expected timetable of principal events is attached as an
Appendix to this announcement
Enquiries:
Yew Grove Press enquiries
Jonathan Laredo / Charles Peach Tel: +353 1 485 3950
Goodbody, (Financial Adviser, Corporate Broker and
Rule 3 Adviser to Yew Grove)
Finbarr Griffin / David Kearney / John Flynn Tel: +353 1 667
0420
Liberum Capital Limited, (Corporate Broker and
Nomad to Yew Grove)
Richard Crawley / Jamie Richards Tel: +44 20 3100 2000
IFC Advisory Limited, (PR adviser to Yew Grove)
Tim Metcalfe / Graham Herring Tel: +44 20 3934 6630
Statements required by the Takeover Rules
The Yew Grove Directors accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the Yew Grove Directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
Goodbody Stockbrokers UC ("Goodbody"), which in Ireland is
regulated by the Central Bank of Ireland and in the United Kingdom
is authorised and subject to limited regulation by the Financial
Conduct Authority, is acting exclusively for Yew Grove and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Yew
Grove for providing the protections afforded to clients of
Goodbody, or for providing advice in connection with the matters
referred to in this announcement. Neither Goodbody nor any of its
subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Goodbody in connection with this announcement or
any matter referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Yew Grove and no one else in connection
with the matters described in this announcement. Liberum will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the matters described in
this announcement and will not be responsible to anyone other than
Yew Grove for providing the protections afforded to its clients or
for providing any advice in relation to matters or arrangements
referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed on Liberum by the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, Liberum
does not accept any responsibility whatsoever for, and makes no
representation or warranty, express or implied, as to the contents
of this announcement or for any other statement made or purported
to be made by it, or on its behalf, in connection with Yew Grove
and nothing in this announcement will be relied upon as a promise
or representation in this respect, whether or not to the past or
future. Liberum accordingly, to the fullest extent permitted by
law, disclaims all and any responsibility or liability, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of this announcement or
any such statement.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act
1997, Takeover Rules, 2013 (the "Irish Takeover Rules"), if any
person is, or becomes, "interested" (directly or indirectly) in, 1%
or more of any class of "relevant securities" of Yew Grove, all
"dealings" in any "relevant securities" of Yew Grove (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by not
later than 3:30 pm (Irish time) on the "business day" in Dublin
following the date of the relevant transaction. This requirement
will continue until the date on which the "offer period" ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
"interest" in "relevant securities" of Yew Grove, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all "dealings" in "relevant securities" of Yew Grove by Slate or
Bidco, or by any party acting in concert (as defined in the Irish
Takeover Panel Act 1997 (as amended)) with either of them, must
also be disclosed by no later than 12 noon (Irish time) on the
"business day" in Dublin following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
General
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely through the Scheme Document
(or, if the Acquisition is implemented by way of a takeover offer,
the offer document), which contains the full terms and conditions
of the Acquisition. Any acceptance or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document (or, if the Acquisition is implemented by way
of a takeover offer, the offer document).
Overseas Shareholders
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
Ireland or the United Kingdom. Persons who are not resident in
Ireland or the United Kingdom, or who are subject to laws of any
jurisdiction other than Ireland or the United Kingdom, should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other documents relating to the acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Slate, Bidco and Yew Grove disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Any figures shown for the same
category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Time
All references to times are to Irish time unless otherwise
stated.
APPIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following timetable is based on Yew Grove's and Bidco's
current expected dates for the implementation of the Acquisition
and the Scheme and is subject to change .
The following sequence or dates are provided by way of indicative
guidance only, are subject to change and will depend, amongst
other things, on the date on which (i) certain Conditions to
the Scheme are satisfied or, if capable of waiver, waived and
(ii) the sanction of the Scheme by the High Court and the confirmation
by the High Court of the Reduction of Capital necessary to
implement the Scheme, the delivery of a copy of the Court Order
and the minute required by Section 86 of the Companies Act
2014 related to the Reduction of Capital to the Registrar of
Companies and the registration of the Court Order and minute
by the Registrar of Companies. Further updates or changes to
other times or dates indicated below shall, at Yew Grove's
discretion, be notified by issuing an announcement through
a Regulatory Information Service, with such announcement being
made available at Yew Grove's website at www.ygreit.com .
Scheme Court Hearing (application 27 January 2022
for the High Court to sanction the
Scheme)
Issuance of the Court Order 28 January 2022
Payment of the Consideration by 4 February 2022
Bidco through the Escrow Agreement(1)
Expected last Trading Day 7 February 2022
Scheme Record Time 6.00 p.m. on 7 February 2022
Effective Date and Effective Time 6.30 p.m. on 7 February 2022
of the Scheme
Suspension of listings of Yew Grove 8.00 a.m. on 8 February 2022
Shares
Cancellation of listings of Yew 8.00 a.m. on 9 February 2022
Grove Shares
Distribution of Consideration paid by 21 February
under Scheme (despatch of cheques 2022
(in the case of certificated holders)
and electronic transfer to Euroclear
Bank (in the case of uncertificated
holders)) by Escrow Agent
---------------------------------------------------- -----------------------------
Note :
1. Each of Yew Grove, Slate and Bidco have assumed certain
obligations with respect to the mechanics for completion of the
Acquisition, details of which are set out in the Escrow
Agreement.
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END
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