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 THAT
JURISDICTION
THE FOLLOWING
ANNOUNCEMENT IS NOT A PROSPECTUS OR A PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN
RELATION TO THE NEW BARRATT SHARES EXCEPT ON THE BASIS OF THE
INFORMATION IN THE SCHEME DOCUMENT, THE CIRCULAR AND THE PROSPECTUS
WHICH ARE BEING PUBLISHED TODAY.
19 April 2024
RECOMMENDED ALL-SHARE OFFER FOR THE COMBINATION
of
Barratt
Developments PLC ("Barratt")
and
Redrow
plc ("Redrow")
Publication of Circular and Prospectus
On 7 February 2024, the Barratt Board and the
Redrow Board announced that they had reached agreement on the terms
of a recommended all-share offer for the combination of Barratt and
Redrow, pursuant to which Barratt will acquire the entire issued
and to be issued ordinary share capital of Redrow (the
"Combination").
Under the terms of the Combination, completion
of which is subject to the satisfaction (or, where applicable,
waiver) of the Conditions, each Scheme Shareholder will be entitled
to receive 1.44 New Barratt Shares for each Scheme Share
held.
Barratt announces that both a circular (the
"Circular") and a
prospectus (the "Prospectus") in respect of the
Combination and the proposed issuance and admission of the New
Barratt Shares to the premium segment of the Official List and to
trading on the London Stock Exchange's Main Market, have been
approved by the FCA and published today.
The Circular contains a notice convening a
general meeting of Barratt Shareholders to be held at the Seligman
Theatre, Royal College of Physicians, 11 St Andrews Place, London,
NW1 4LE at 10.00 a.m. on 15 May 2024 (the "Barratt General Meeting") to consider
and, if thought fit, approve the Combination as a "Class 1"
transaction under the Listing Rules and to grant authority to the
Barratt Directors to allot the New Barratt Shares to be issued to
Redrow Shareholders in connection with the Combination (and any
amendment(s) thereof). Copies of the Circular and a Form of Proxy
in relation to the Barratt General Meeting will be posted to
Barratt Shareholders today.
The Circular and the Prospectus, and related
documentation, will be available, subject to certain restrictions,
on Barratt's website at
www.barrattdevelopments.co.uk/investors/barratt-redrow. Copies of
the Circular, Prospectus and related documents (where applicable)
will also be submitted to the National Storage Mechanism, where
they will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Barratt also notes that a Scheme Document in
relation to the Combination is being sent or made available by
Redrow to Redrow Shareholders today. The Scheme Document contains,
among other things, notices convening the Redrow Court Meeting and
the Redrow General Meeting. These meetings will take place on the
same day as the Barratt General Meeting.
Capitalised terms defined in the Circular have
the same meaning when used in this announcement, unless otherwise
defined in this announcement.
Action to be
taken by Barratt Shareholders
Barratt Shareholders are encouraged to vote on
the Barratt Resolution contained in the Circular, but should
carefully read the Circular in its entirety before making any
decision. The notes to the Notice of Barratt General Meeting on
pages 67 to 70 of the Circular provide an explanation of how to
attend and vote at the Barratt General Meeting, including how to
appoint a proxy.
Expected
timetable
Subject to the satisfaction (or if, applicable,
waiver) of the relevant Conditions set out in the Scheme Document,
the Scheme is expected to become effective during the second half
of 2024 and, in any event, prior to the Longstop Date.
The expected timetable of principal events for
the implementation of the Combination is set out in full in the
Prospectus and Circular and an extract is included below. All
references to time in this announcement are to London
times.
Event
|
Time/date
(1)
|
Publication of the Circular, the
Prospectus and the Scheme Document
|
19 April
2024
|
Barratt General Meeting
|
10 a.m. on
15 May 2024
|
Redrow Court Meeting
|
11.00 a.m.
on 15 May 2024
|
Redrow General Meeting
|
11.15 a.m.
on 15 May 2024 (2)
|
Court Hearing to seek sanction of
the Scheme
|
a date
("D") expected to be in the
second half of 2024, subject to the satisfaction (or, if
applicable, waiver) of the relevant Conditions and, in any event,
prior to the Longstop Date
|
Scheme Effective Date
(3)
|
D+1
|
Admission and commencement of
dealings in New Barratt Shares on the London Stock
Exchange
|
by 8.00
a.m. on D+3
|
Longstop Date
|
7 February
2025 (4)
|
|
|
(1)
|
The dates and times given in the table above in connection
with the Combination are indicative only and are based on current
expectations and are subject to change. In particular, the dates
and times associated with the Scheme are indicative only and are
subject to change, and will depend on, among other things, the date
on which the Conditions to the Scheme are satisfied or, if capable
of waiver, waived, and the date on which the Court sanctions the
Scheme and the Court Order is delivered to the Registrar of
Companies. Barratt will give adequate notice to Barratt
Shareholders of any changes to these dates and times, when known,
by issuing an announcement through a Regulatory Information
Service.
|
(2)
|
To
commence at the time fixed or as soon thereafter as the Redrow
Court Meeting concludes or is adjourned.
|
(3)
|
The Scheme shall become effective as soon as a copy of the
Court Order has been delivered to the Registrar of Companies. This
is expected to occur following the suspension of trading in Redrow
Shares and the Scheme Record Time. The events which are stated as
occurring on subsequent dates are conditional on the Scheme
Effective Date and operate by reference to that
date.
|
(4)
|
This is the latest date by which the Scheme may become
effective, provided that a Phase 2 CMA Reference has not occurred.
However, the Longstop Date will be extended to 7 August 2025 in the
event of a Phase 2 CMA Reference and, in either case, may be
extended to such later date as may be agreed in writing by Barratt
and Redrow (with the Panel's consent and Court approval (if such
approval(s) are required)).
|
Enquiries:
Barratt
|
|
Mike Scott, Chief Financial
Officer
John Messenger, Group Investor
Relations Director
|
+44 (0) 20
7404 5959
|
UBS (Lead Financial Adviser, Sole Corporate
Broker and Sponsor to Barratt)
|
Jonathan Retter
Joe Hannon
Anisah Mahomed
|
+44 (0) 20
7567 8000
|
Morgan Stanley (Financial Adviser to
Barratt)
|
|
Matthew Jarman
Shirav Patel
Nick White
|
+44 (0) 20
7425 8000
|
Brunswick group LLP (Public Relations Adviser
to Barratt)
|
|
Jonathan Glass
Rosie Oddy
Peter Hesse
|
+44 (0) 20
7404 5959
|
Linklaters LLP are retained as legal adviser to
Barratt.
Important notice
UBS AG London
Branch ("UBS") is
authorised and regulated by the Financial Market Supervisory
Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting
exclusively as sole corporate broker, lead financial adviser and
sole sponsor to Barratt and no one else in connection with the
Combination. In connection with such matters, UBS will not regard
any other person as its client, nor will it be responsible to any
other person for providing the protections afforded to its clients
or for providing advice in relation to the Combination, the
contents of this Document or any other matter referred to
herein.
Morgan
Stanley & Co. International plc ("Morgan Stanley"), which is authorised
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation Authority
in the UK is acting as financial adviser exclusively for Barratt
and no one else in connection with the Combination. In connection
with the Combination, Morgan Stanley, its affiliates and their
respective directors, officers, employees and agents will not
regard any other person as their client, nor will they be
responsible to any person other than Barratt for providing the
protections afforded to clients of Morgan Stanley or for providing
advice in connection with the Combination or any other matter
referred to herein.
Further information
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,
pursuant to the Combination or otherwise.
The
Combination will be made solely by means of the Scheme Document
(or, if the Combination is implemented by way of a Takeover Offer,
any document by which the Takeover Offer is made) which, together
with the Forms of Proxy relating to the Redrow Court Meeting and
Redrow General Meeting, will contain the full terms and conditions
of the Combination, including details of how to vote in respect of
the Combination.
This
announcement does not constitute a prospectus or prospectus
exempted document. The New Barratt Shares are not being offered to
the public by means of this announcement.
This
announcement has been prepared for the purpose of complying with
English law and the City Code on Takeovers and Mergers (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 England and Wales. The
Combination will be subject to the applicable requirements of the
Code, the Panel, the FCA and the London Stock
Exchange.
Overseas shareholders
The release,
publication or distribution of this announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by
law. Persons who are not resident in the United Kingdom or who are
subject to other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless
otherwise determined by Barratt or required by the Code, and
permitted by applicable law and regulation, the Combination or the
New Barratt Shares to be issued pursuant to the Combination will
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
Combination 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 Combination 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 Combination
(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 that
jurisdiction.
The New
Barratt Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any restricted
jurisdiction or to, or for
the account or benefit of, any restricted overseas persons except
pursuant to an applicable exemption from, or in a transaction not
subject to, applicable securities laws of those
jurisdictions.
Additional information for US
investors
The
Combination relates to shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of
England and Wales. A transaction effected by means of a scheme of
arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the United States Securities Exchange Act
1934, as amended (the "US Exchange
Act").
Accordingly,
the Combination is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United
States tender offer and proxy solicitation rules.
However, if
Barratt were to elect to implement the Combination by means of a
Takeover Offer in accordance with the terms of the Co-operation
Agreement and determines to extend the offer into the United
States, such Takeover Offer shall be made in compliance with all
applicable United States securities laws and regulations, including
to the extent applicable the US Securities Act and Section 14(E) of
the US Exchange Act and Regulation 14E thereunder. Such a Takeover
Offer would be made in the United States by Barratt and no one
else.
The receipt
of consideration by a US holder for the transfer of its Redrow
Shares pursuant to the Scheme may have tax consequences in the US
and such consequences, if any, are not described herein. Each
Redrow Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Combination applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
In the event
that the Combination is implemented by way of a Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule
14e-15(b) of the US Exchange Act, Barratt or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, shares or other
securities of Redrow outside of the United States, other than
pursuant to the Combination, until the date on which the
Combination and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases or arrangements to purchase
shall be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at
www.londonstockexchange.com.
This
announcement does not constitute or form a part of any offer to
sell or issue, or any solicitation of any offer to purchase,
subscribe for or otherwise acquire, any securities in the United
States.
Neither the
US Securities and Exchange Commission nor any securities commission
of any state or other jurisdiction of the United States has
approved the Combination, passed upon the fairness of the
Combination, or passed upon the adequacy or accuracy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
Financial
information included in this announcement and the Scheme Document
has been or shall have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be
comparable to financial information of United States companies or
companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United
States.
The New
Barratt Shares issued pursuant to the Scheme have not been and will
not be registered under the US Securities Act or any other relevant
securities laws of any state or territory or other jurisdiction in
the United States and may only be issued to persons resident in a
state, district or other jurisdiction pursuant to an exemption from
the registration requirements of the securities laws of such state,
district or other jurisdiction.
The
Combination is intended to be carried out under a Scheme of
Arrangement provided for under English company law (which requires
the approval of Redrow Shareholders). If so, it is expected that
any New Barratt Shares to be issued pursuant to the Scheme to
Redrow Shareholders would be issued in reliance upon the exemption
from the registration requirements of the US Securities Act,
provided by Section 3(a)(10) thereof.
For the
purpose of qualifying for the exemption provided by Section
3(a)(10) of the US Securities Act, Redrow will advise the Court
that its sanctioning of the Scheme will be relied on by Barratt as
an approval of the Scheme following a hearing on its fairness to
Redrow Shareholders, at which Court hearing all Redrow Shareholders
are entitled to attend in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which
notification will be given to all such holders.
Barratt and
Redrow are organised under the laws of England and Wales. Some or
all of the officers and directors of Barratt and Redrow,
respectively, are residents of countries other than the United
States. In addition, all or most of the assets of Barratt and
Redrow are located outside the United States. As a result, it may
be difficult for United States shareholders of Redrow to effect
service of process within the United States upon Barratt or Redrow
or their respective officers or directors or to enforce against
them a judgement of a United States court predicated
upon the federal or state securities laws of the United States.
Further, it may be difficult to compel a non-United States company
and its affiliates to subject themselves to a United States court's
judgment. It may not be possible to sue Barratt or Redrow or their
respective officers or directors in a non-US court for violations
of the United States securities laws.
Forward looking
statements
This
announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Combination,
and other information published by Redrow, Barratt or any member of
their respective groups contain statements which are, or may be
deemed to be, "forward looking statements". Such forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which Barratt, Redrow, or the Combined Group will
operate in the future and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements.
The forward
looking statements contained in this announcement relate to
Barratt, Redrow or the Combined Group's future prospects,
developments and business strategies, the expected timing and scope
of the Combination and other statements other than historical
facts. In some cases, these forward looking statements can be
identified by the use of forward looking terminology, including the
terms "believes", "estimates", "will look to", "would look to",
"plans", "prepares", "anticipates", "expects", "is expected to",
"is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects", "intends", "may",
"will", "shall" or "should" or their negatives or other variations
or comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of Barratt's, Redrow's or
the Combined Group's operations and potential synergies resulting
from the Combination; and (iii) the effects of global economic
conditions and governmental regulation on Barratt's, Redrow's or
the Combined Group's business.
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. These events and circumstances include changes
in the global, political, economic, business, competitive, market
and regulatory forces, future exchange and interest rates, changes
in tax rates, future business combinations or disposals, and any
epidemic, pandemic or disease outbreak. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward looking
statements should therefore be construed in the light of such
factors.
Neither
Barratt, Redrow 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. Given these risks and uncertainties, potential
investors should not place any reliance on forward looking
statements.
Specifically,
statements of estimated cost savings and synergies relate to future
actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially
different from those estimated. Due to the scale of the Combined
Group, there may be additional changes to the Combined Group's
operations. As a result, and given the fact that the changes relate
to the future, the resulting cost synergies may be materially
greater or less than those estimated.
The forward
looking statements speak only at the date of this announcement. All
subsequent oral or written forward-looking statements attributable
to Barratt or Redrow, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement
above.
Barratt and
Redrow expressly disclaim any obligation to update such statements
other than as required by law or by the rules of any competent
regulatory authority, whether as a result of new information,
future events or otherwise.
No
profit forecasts or estimates
No statement
in this announcement is intended as a profit forecast or estimate
for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for Barratt
or Redrow, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Barratt or Redrow, as
appropriate.
Disclosure requirements of 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(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 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 will be made available, subject to certain
restrictions relating to persons resident in restricted
jurisdictions, on Barratt's and Redrow's websites at
www.barrattdevelopments.co.uk and https://investors.redrow.co.uk,
respectively, by no later than 12 noon (London time) on 22 April
2024. For the avoidance of doubt, the contents of these websites
are not incorporated into and do not form part of this
announcement.
If you are in
any doubt as to the contents of this announcement, you should
consult your stockbroker, bank manager, solicitor, accountant or
other independent professional adviser who, if you are taking
advice in the United Kingdom, is authorised pursuant to the
Financial Services and Markets Act 2000 (as amended) or, if you are
in a territory outside the United Kingdom, is an appropriately
authorised independent financial adviser.