TIDMBVS
RNS Number : 7086S
Bovis Homes Group PLC
07 November 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY
OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS OR A PROSPECTUS EXEMPTED DOCUMENT. THE COMPANY EXPECTS
TO PUBLISH LATER TODAY THE CIRCULAR IN CONNECTION WITH THE
ACQUISITION AND THE PROSPECTUS IN CONNECTION WITH THE ADMISSION OF
THE CONSIDERATION SHARES. ANY VOTING DECISION BY SHAREHOLDERS IN
CONNECTION WITH THE ACQUISITION SHOULD BE MADE ON THE BASIS OF THE
INFORMATION CONTAINED IN THE CIRCULAR.
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
CAPITALISED TERMS DEFINED IN THE CIRCULAR HAVE THE SAME MEANING
WHEN USED IN THIS ANNOUNCEMENT, UNLESS OTHERWISE DEFINED IN THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
7 November 2019
For immediate release
Bovis Homes Group PLC
Announcement of Publication of Circular and Prospectus
Further to the announcement made by Bovis Homes Group PLC
("Bovis Homes" or the "Company") this morning in relation to the
acquisition of Galliford Try plc's ("Galliford Try") Linden Homes
and Partnerships & Regeneration businesses (the "Target
Businesses"), Bovis Homes announces that a circular and a
prospectus dated 7 November 2019, in respect of the proposed
acquisition of the Target Businesses and the proposed issuance of
Consideration Shares, have both been approved by the Financial
Conduct Authority (the "FCA") (the "Circular") (the
"Prospectus").
Copies of the Circular and a Form of Proxy in relation to the
general meeting will be posted to Bovis Homes shareholders today.
Completion of the Acquisition remains conditional on, amongst other
things, the approval of Bovis Homes shareholders and accordingly
the Circular contains a notice of general meeting of the Company's
shareholders to be convened at 11:00 a.m. on 2 December 2019 at The
Spa Hotel, Mount Ephraim, Royal Tunbridge Wells, Kent TN4 8XJ. The
procedures and timings for the appointment of a proxy are set out
in the notes to the notice of the general meeting at the back of
the Circular.
The Circular and the Prospectus will be submitted to the
National Storage Mechanism, where they will shortly be available
for inspection at www.morningstar.co.uk/uk/nsm. In addition, the
Circular and the Prospectus are also available to view on the
Company's website (https://www.bovishomesgroup.co.uk/) and will be
available for inspection at the offices of Bovis Homes Group PLC,
11 Tower View, Kings Hill, West Malling, Kent ME19 4UY.
For further information please contact:
Bovis Homes Group PLC
Earl Sibley, Group Finance Director
Susie Bell, Head of Investor Relations 01732 280 272
Lazard & Co., Limited (Joint Financial Adviser
to Bovis Homes)
William Rucker
Vasco Litchfield
Patrick Long
Louise Campbell 020 7187 2000
Numis Securities Limited (Joint Financial Adviser,
Sole Bookrunner and Sole Broker to Bovis Homes)
Heraclis Economides
Richard Thomas
Ben Stoop
Alasdair Abram 020 7260 1000
Powerscourt (PR Adviser to Bovis Homes)
Justin Griffiths
Nick Dibden 020 7250 1446
IMPORTANT NOTICE
IMPORTANT NOTICE RELATED TO FINANCIAL ADVISERS
Lazard & Co., Limited ("Lazard") is authorised and regulated
by the Financial Conduct Authority in the United Kingdom. Numis
Securities Limited ("Numis") is authorised and regulated by the
Financial Conduct Authority in the United Kingdom. Lazard and Numis
are acting exclusively for the Company and are acting for no one
else in connection with the Acquisition. They will not regard any
other person as a client in relation to the Acquisition and will
not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients, nor for
providing advice in connection with the Acquisition or any other
matter, transaction or arrangement referred to in this
Announcement.
Lazard, Numis and their respective affiliates may have engaged
in transactions with, and provided various investment banking,
financial advisory and other services to the Company and its
affiliates, for which they received customary fees. Lazard, Numis
and their respective affiliates may provide such services to Bovis
Homes and its affiliates in the future.
Shareholders and prospective investors in the Shares (including
the Consideration Shares) will be deemed to have acknowledged that
they have not relied on Lazard, Numis or any person affiliated with
them in connection with any investigation of the accuracy of any
information contained in this Announcement for their investment
decision.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Lazard and Numis by the FSMA or the regulatory
regime established thereunder, neither Lazard nor Numis nor any of
their respective affiliates accept any responsibility or liability
whatsoever for the contents of this Announcement, including its
accuracy, completeness or verification, or for any other statement
made or purported to be made by it, or on its behalf, in connection
with the Group, the Enlarged Group, the Acquisition, Admission or
the Consideration Shares, and nothing in this Announcement is, or
shall be relied upon as, a promise or representation in this
respect, whether or not to the past or future. Lazard, Numis and
their respective affiliates accordingly disclaim all and any duty,
liability or responsibility whatsoever (whether direct or indirect
and whether arising in tort, contract, under statute or otherwise
(save as referred to above)) which it might otherwise have in
respect of this Announcement or any such statement.
FORWARD-LOOKING STATEMENTS
This Announcement may include certain forward-looking
statements, beliefs or opinions, including statements with respect
to the Group's, Target Businesses' or the Enlarged Group's
business, financial condition and results of operations. These
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would",
"could" or "should" or, in each case, their negative or other
various or comparable terminology or by discussions of strategy,
plans, objectives, goals, future events or intentions. These
statements are made by the Directors in good faith based on the
information available to them at the date of this Announcement and
reflect the Directors' beliefs and expectations. By their nature,
these statements involve risk and uncertainty because they relate
to events and depend on circumstances that may or may not occur in
the future. A number of factors could cause actual results and
developments to differ materially from those expressed or implied
by the forward-looking statements, including, without limitation,
developments in the global economy, changes in regulation and
government policies, spending and procurement methodologies,
currency fluctuations, a failure in the Group's, Target Businesses'
or the Enlarged Group's health, safety or environmental policies
and other factors discussed in the Prospectus and the Circular.
No representation or warranty is made that any of these
statements or forecasts will come to pass or that any forecast
results will be achieved. Forward-looking statements may, and often
do, differ materially from actual results. Any forward-looking
statements in this Announcement speak only as of their respective
dates, reflect the Directors' current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Group's,
Target Businesses' or the Enlarged Group's operations and growth
strategy. You should specifically consider the factors identified
in this Announcement which could cause actual results to differ
before making any decision in relation to the Acquisition. Subject
to the requirements of the FCA, the London Stock Exchange, the
Listing Rules and the Disclosure Guidance and Transparency Rules
(and/or any regulatory requirements) or applicable law, the
Company, Lazard and Numis explicitly disclaim any obligation or
undertaking publicly to release the result of any revisions to any
forward-looking statements in this Announcement that may occur due
to any change in the Company's expectations or to reflect events or
circumstances after the date of this Announcement.
No statement in this Announcement (including any statement of
estimated cost savings or synergies) is or is intended to be a
profit forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings of the
Group or the Target Businesses, as appropriate, for the current or
future financial years will necessarily match or exceed the
historical or published earnings or earnings per share or dividend
per share for the Group or the Target Businesses, as
appropriate.
Any information contained in this Announcement on the price at
which shares or other securities in the Company have been bought or
sold in the past, or on the yield on such shares or other
securities, should not be relied upon as a guide to future
performance.
FURTHER INFORMATION
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer,
invitation or solicitation to purchase, otherwise acquire,
subscribe for, sell, otherwise dispose of or issue of any
securities or the solicitation of any vote or approval in
connection with the Acquisition or otherwise, in any jurisdiction
in which such offer, invitation or solicitation is unlawful.
Bovis Homes expects to publish and make available the Circular
and the Prospectus containing information on the Consideration
Shares and the Enlarged Group later today. Bovis Homes urges
Shareholders to read the Prospectus and the Circular once published
carefully because they contain important information in relation to
the Acquisition, the Consideration Shares and the Enlarged
Group.
Bovis Homes understands that Galliford Try expects to publish
its Scheme Document later today and that Galliford Try urges
Galliford Try Shareholders to read the Scheme Document and the
Prospectus carefully because they contain important information in
relation to the Scheme, the Consideration Shares and the Enlarged
Group.
Any vote in respect of resolutions to be proposed at the General
Meeting to approve the Acquisition and related matters should be
made only on the basis of the information contained in the
Prospectus and the Circular.
This Announcement is not a prospectus or prospectus exempted
document.
The Acquisition will be subject to the applicable requirements
of the London Stock Exchange and the FCA.
OVERSEAS SHAREHOLDERS
The Consideration Shares have not been, and will not be,
registered under the applicable securities laws of any jurisdiction
outside the United Kingdom. Accordingly, the Consideration Shares
may not be offered, sold, delivered or otherwise transferred,
directly or indirectly, in, into or from any such jurisdiction, or
to, or for, the account or benefit of citizens or residents of any
such jurisdiction, except pursuant to an applicable exemption from,
or in a transaction not subject to, applicable securities laws of
those jurisdictions, or otherwise permitted under applicable
securities laws of those jurisdictions. Shareholders outside the
United Kingdom are required by the Company to inform themselves
about and observe any restrictions on the offer, sale or transfer
of the Consideration Shares.
No action has been taken by the Company or the Banks to obtain
any approval, authorisation or exemption to permit the allotment or
issue of the Consideration Shares or the possession or distribution
of this Announcement (or any other publicity material relating to
the Consideration Shares) in any jurisdiction other than the United
Kingdom.
Unless otherwise determined by the Company or required by and
permitted by applicable law and regulation, the Acquisition will
not be implemented and documentation relating to the Acquisition
shall not be made available, directly or indirectly, in, into or
from an excluded territory where to do so would violate the laws of
that jurisdiction (an "Excluded Territory") and no person may vote
their Shares with respect to the Acquisition at the General
Meeting, or to execute and deliver Forms of Proxy appointing
another to vote at the General Meeting on their behalf) by any use,
means, instrumentality or form within an Territory or any other
jurisdiction if to do so would constitute a violation of the laws
of that jurisdiction.
It is the responsibility of each person to satisfy themselves as
to the full observance of the laws and regulations of the relevant
jurisdiction in connection with the issuance of the Consideration
Shares and the implementation of the Acquisition and to obtain any
governmental, exchange control or other consents which may be
required, to comply with other formalities which are required to be
observed and to pay any issue, transfer or other taxes due in such
jurisdiction. To the fullest extent permitted by applicable law,
the Company, the Board, the proposed members of the Board for the
Enlarged Group, the Banks and all other persons involved in the
Acquisition disclaim any responsibility or liability for the
failure to satisfy any such laws, regulations or requirements by
any person.
ADDITIONAL INFORMATION FOR US SHAREHOLDERS
The Shares have not been, and the Consideration Shares will not
be registered under the US Securities Act or under the securities
laws of any state or other jurisdiction of the United States and
may not be offered or sold within the United States, except
pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States. The Consideration
Shares to be issued to New Topco Shareholders pursuant to the
Acquisition are expected to be issued in reliance upon an exemption
from the registration requirements of the US Securities Act
afforded by section 3(a)(10) thereof and exemptions from
registration and qualification under applicable state securities
laws. New Topco Shareholders who will be affiliates (within the
meaning of the US Securities Act) of Galliford Try or Bovis Homes
before, or of Bovis Homes after, the Scheme Effective Date will be
subject to certain US transfer restrictions relating to the
Consideration Shares received in connection with the Scheme.
The Shares have not been, and the Consideration Shares will not
be, approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
the Consideration Shares or the accuracy or adequacy of this
Announcement. Any representation to the contrary is a criminal
offence in the United States.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor, accountant or independent financial
adviser duly authorised under the Financial Services and Markets
Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial
adviser.
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
FURBLBDBDXGBGCR
(END) Dow Jones Newswires
November 07, 2019 11:36 ET (16:36 GMT)
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