TIDMSMP TIDMTTM
RNS Number : 5723H
St. Modwen Properties PLC
04 August 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 OF THAT
JURISDICTION.
FOR IMMEDIATE RELEASE
4 August 2021
RECOMMED CASH ACQUISITION
of
ST. MODWEN PROPERTIES PLC
by
BRIGHTON BIDCO LIMITED
(a newly formed company indirectly owned by investment funds
advised by Blackstone)
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 20 May 2021, Brighton Bidco Limited ("Bidco") and St. Modwen
Properties PLC ("St. Modwen") jointly announced that they had
reached agreement on the terms and conditions of a recommended all
cash offer by Bidco for the entire issued, and to be issued,
ordinary share capital of St. Modwen (the "Acquisition"), to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The circular in relation to the
Scheme (the "Scheme Document") was published on 24 June 2021.
Capitalised terms in this announcement, unless otherwise defined,
have the same meanings given to them in the Scheme Document.
On 21 July 2021, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the Special Resolution
relating to the implementation of the Scheme was approved by St.
Modwen Shareholders at the General Meeting.
St. Modwen is pleased to announce that the High Court of Justice
of England and Wales has today sanctioned the Scheme pursuant to
which the Acquisition is being implemented.
It is anticipated that the Effective Date will be 6 August 2021,
which is when a copy of the Court Order is expected to be delivered
to the Registrar of Companies. There has been no change to the
expected timetable of principal events for the Acquisition set out
in the Scheme Document.
Applications have been made for the suspension of trading in St.
Modwen Shares on the Main Market of the London Stock Exchange for
listed securities and the listing of St. Modwen Shares on the
premium listing segment of the Official List of the Financial
Conduct Authority and such suspensions are expected to take effect
from 7:30 a.m. on 6 August 2021. The last day of dealings in, and
for the registration and transfer of St. Modwen Shares, will be 5
August 2021. The de-listing of St. Modwen Shares from the premium
listing segment of the Official List of the Financial Conduct
Authority and the cancellation of admission to trading of St.
Modwen Shares on the Main Market of the London Stock Exchange for
listed securities have also been applied for and will, subject to
the Scheme becoming Effective, take effect by 8:00 a.m. on 9 August
2021.
A further announcement will be made when the Scheme has become
Effective.
Enquiries:
Brighton Bidco Limited
Giles Croot +44 78 8174 9614
Rothschild & Co (Lead Financial Adviser to Bidco) +44 20 7280 5000
Alex Midgen
Sam Green
RBC Capital Markets (Financial Adviser to Bidco) +44 207 653 4000
Charlie Foster
Paul Lim
Paternoster (PR Adviser to Bidco)
Tom Buchanan +44 79 7498 2366
Ben Honan +44 745 482 6103
St. Modwen Properties PLC +44 121 222 9400
Sarwjit Sambhi
Lazard (Financial Adviser to St. Modwen) +44 20 7187 2000
William Rucker
Patrick Long
Louise Campbell
J.P. Morgan Cazenove +44 20 7742 4000
(Financial Adviser and Corporate Broker to St. Modwen)
Paul Hewlett
James Robinson
Jonty Edwards
Numis +44 20 7260 1000
(Financial Adviser and Corporate Broker to St. Modwen)
Heraclis Economides
Ben Stoop
Alec Pratt
Tulchan (PR Adviser to St. Modwen) +44 20 7353 4200
Olivia Peters stmodwen@tulchangroup.com
Sunni Chauhan
Elizabeth Snow
Kirkland & Ellis International LLP is acting as legal
adviser to Bidco
Slaughter and May is acting as legal adviser to St. Modwen
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting exclusively for
Bidco and for no one else in connection with the subject matters
described in this announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
its clients or for providing advice in connection with the subject
matters described in this announcement.
RBC Europe Limited (trading as "RBC Capital Markets"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Bidco and for no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than Bidco for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to St. Modwen and no one else in connection
with the subject matters described in this announcement and will
not be responsible to anyone other than St. Modwen for providing
the protections afforded to clients of Lazard nor for providing
advice in relation to the subject matters described in this
announcement. Neither Lazard nor any of its 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 Lazard in
connection with the subject matters described in this announcement,
any statement contained herein or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for St. Modwen and no one else in connection
with the subject matters described in this announcement and will
not regard any other person as its client in relation to the
subject matters described in this announcement and will not be
responsible to anyone other than St. Modwen for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to any matter
referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser exclusively for St. Modwen and no one else in connection
with the subject matters described in this announcement and will
not regard any other person as its client in relation to the
subject matters described in this announcement and will not be
responsible to anyone other than St. Modwen for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any matter referred to herein.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise.
The Acquisition will be made solely pursuant to the terms of the
Scheme Document, which will contain the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information
in the Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with and for
the purpose of complying with English law, the Code, the Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules
and the Listing Rules and 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.
The release, publication or distribution of this announcement in
or into certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to St. Modwen Shareholders
who are not resident in and citizens of the UK may be affected by
the laws of the relevant jurisdictions in which they are located or
of which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their St. Modwen 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 located. Any failure to
comply with the applicable restrictions 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.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from any 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 from within
any Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction.
Copies of this announcement and any formal documentation relating
to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from any Restricted Jurisdiction and persons receiving
this announcement and all such documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the FCA.
Notice to US investors in St. Modwen
The Acquisition relates to the shares of an English company and
is being made 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 tender offer
or proxy solicitation rules under the US Exchange Act. Accordingly,
the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
The financial information included in the Scheme Document has
been prepared in accordance with generally accepted accounting
principles of the United Kingdom and thus may not be comparable to
the financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
The receipt of consideration by a US holder for the transfer of
its St. Modwen Shares pursuant to the Scheme may have tax
consequences in the US and such consequences, if any, are not
described herein. Each St. Modwen Shareholder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including
under applicable United States state and local, as well as overseas
and other, tax laws.
St. Modwen is incorporated under the laws of England and Wales,
and Bidco is incorporated under the laws of Jersey. Some or all of
the officers and directors of Bidco and St. Modwen, respectively,
are residents of countries other than the United States. In
addition, some of the assets of Bidco and St. Modwen are located
outside the United States. As a result, it may be difficult for US
holders of St. Modwen Shares to enforce their rights and any claim
arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the
United Kingdom. US holders of St. Modwen Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the 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.
Forward-Looking Statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by Bidco and St.
Modwen contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Bidco and St. Modwen about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on Bidco and St. Modwen (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "prepares",
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "projects", "synergy", "strategy", "scheduled",
"goal", "estimates", "forecasts", "intends", "cost-saving",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. 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 Bidco's, St.
Modwen's, any member of the Bidco Group's or any member of St.
Modwen Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of global economic
conditions and governmental regulation on Bidco's, St. Modwen's,
any member of the Bidco Group's or any member of the St. Modwen
Group's business.
Although Bidco and St. Modwen believe that the expectations
reflected in such forward-looking statements are reasonable, Bidco
and St. Modwen can give no assurance that such expectations will
prove to be correct. 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. There are a
number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such
forward-looking statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; changes in the
global political, economic, business and competitive environments
and in market and regulatory forces; changes in future exchange and
interest rates; changes in tax rates; future business combinations
or disposals; changes in general economic and business conditions;
changes in the behaviour of other market participants; changes in
the anticipated benefits from the proposed transaction not being
realised as a result of changes in general economic and market
conditions in the countries in which Bidco and St. Modwen operate;
weak, volatile or illiquid capital and/or credit markets; changes
in the degree of competition in the geographic and business areas
in which Bidco and St. Modwen operate; and changes in laws or in
supervisory expectations or requirements. Other unknown or
unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves 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 Bidco nor St. Modwen, 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 are cautioned not to place any
reliance on these forward-looking statements.
Other than in accordance with their legal or regulatory
obligations, neither Bidco nor St. Modwen is under any obligation,
and Bidco and St. Modwen expressly disclaim any intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Dealing and Opening Position Disclosure Requirements
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 on the 10th Business Day following the commencement of the
offer period and, if appropriate, by no later than 3:30 pm on the
10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8.A Dealing Disclosure by a person to whom Rule 8.3(b) applies must
be made by no later than 3:30 pm 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 Disclosure 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 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 consult 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 a website
This announcement will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on St. Modwen's website at
www.stmodwen.co.uk/investors and Bidco's website at
www.publishdocuments.co.uk by no later than 12 noon on the first
Business Day following the date of this announcement. For the
avoidance of doubt, neither the contents of these websites nor any
website accessible from hyperlinks is incorporated into or forms
part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, St. Modwen
Shareholders, persons with information rights and participants in
St. Modwen Share Plans may request a hard copy of this announcement
by contacting St. Modwen's registrars, Equiniti, between 8.30 a.m.
to 5:30 p.m. Monday to Friday (except English and Welsh public
holidays) on 0333 207 6530 if calling from the United Kingdom, or
+44 333 207 6530 if calling from outside the United Kingdom or by
submitting a request in writing to 'Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA'. Calls are charged at
the standard geographical rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Please note that Equiniti cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by St. Modwen Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from St. Modwen may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
This information is provided by RNS, the news service of the
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END
SOABZLFBFVLXBBD
(END) Dow Jones Newswires
August 04, 2021 06:43 ET (10:43 GMT)
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