Initial Public Offering - Results of Offer

RNS Number : 7300P

Cairn Homes plc

10 June 2015

 



  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, SWITZERLAND, JAPAN OR SOUTH AFRICA

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the prospectus to be published by Cairn Homes p.l.c. ("Cairn Homes" or the "Company" or, together with its subsidiaries, the "Group") later today, in connection with the admission of the shares in the capital of the Company to the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's registered office, at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES and on the Company's website www.cairnhomes.com.

10 June 2015

CAIRN HOMES P.L.C.

INITIAL PUBLIC OFFERING - RESULTS OF OFFER

Cairn Homes p.l.c., ("Cairn Homes" or the "Company"), an Irish homebuilder delivering high quality new homes, today announces the successful pricing of its initial public offering (the "IPO" or "Offer") of 400,000,000 ordinary shares in the capital of the Company (the "Offer Shares") at €1 per ordinary share (the "Offer Price").

OFFER HIGHLIGHTS

·      On Admission (as defined below), the total market capitalisation of the Company will be €429.7 million.

·      The Offer Price, as announced in the Intention to Float Announcement on 3 June 2015, is confirmed as €1 per Share.

·      The Company expects to raise approximately €384.9 million of net proceeds from the Offer, after deducting the underwriting costs and other fees and expenses of the Offer of €15.1 million (assuming all discretionary fees are paid in full).  The Company intends to issue 400,000,000 Offer Shares (under the Offer (assuming there is no exercise of the Over-allotment Option (also as defined below)). The Offer Shares represent approximately 93.1 per cent of the expected issued ordinary share capital of the Company immediately following Admission (assuming there is no exercise of the Over-allotment Option).

·     In addition, and separate to the Offer, 26,657,224 ordinary shares in the capital of the Company ("Ordinary Shares") shall be issued, conditional upon Admission, in consideration for the transfer to the Company of the entire issued share capital of Emerley Holdings Limited, 2,579,900 Ordinary Shares shall be issued, conditional upon Admission, as part of the overall subscriptions to be made by the founders and related parties (described below) and 380,000 Ordinary Shares shall be issued, conditional upon Admission, to certain additional directors and employees.

·      Conditional dealings will commence on the London Stock Exchange at 8.00am, 10 June 2015, under the ticker "CRN" (ISIN: IE00BWY4ZF18; SEDOL BWY4ZF1).

·      Admission to the standard listing segment of the Official List, admission of the Ordinary Shares to trading on the main market for listed securities of the London Stock Exchange and the commencement of unconditional dealings in the Ordinary Shares (together "Admission") is expected to take place at 8.00am on 15 June 2015.

·      In relation to the Offer and Admission, Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Goodbody Stockbrokers ("Goodbody") are acting as Joint Global Coordinators.

Full details of the Offer will be included in the Prospectus, which is expected to be published and available from the Company's registered office, at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES and on the Company's website later today, www.cairnhomes.com.

Michael Stanley, Co-Founder & Chief Executive Officer of Cairn Homes, commented:

"We are extremely grateful to our new shareholders for their strong support. Our successful IPO is a testament to the work of the Cairn team and the confidence of our investors. The Cairn business model is unique in Ireland and will enable us to build quality homes in areas of particular need at a time of significant under-supply." 

Alan McIntosh, Co-Founder & Executive Director of Cairn Homes, added:

"This is an important day for the Irish homebuilding industry. It has been two decades since the last Irish homebuilding company floated. The successful initial public offering, raising in excess of €400 million of new equity capital, is a decisive step for Cairn Homes as we take a new and sustainable approach to building high quality new houses and apartments for our customers."

EXPECTED TIMETABLE FOR THE OFFER AND ADMISSION

Results of Offer announced	10 June 2015
Publication of Prospectus	10 June 2015
Conditional dealings in Ordinary Shares commence on the London Stock Exchange	10 June 2015
Admission becomes effective and unconditional dealings in Ordinary Shares  commence on the London Stock Exchange	8.00am on 15 June 2015
Expected date for CREST accounts to be credited (where applicable)	15 June 2015
Despatch of definitive share certificates (where applicable)	30 June 2015

All references to a time of day are to London time. Each of the times and dates in the above timetable is indicative only and subject to change. In the event of any change to the timetable set out above, details of the new times and dates will be announced through a Regulatory Information Service.

OFFER STATISTICS

Offer Price per Ordinary Share	€1.00
Number of Ordinary Shares in issue immediately prior to Admission	100,104
Number of Offer Shares being issued under the Offer	400,000,000(1)
Number of Offer Shares subject to the Over-allotment Option	40,000,000
Number of Ordinary Shares in issue at Admission	429,737,228(1)(2)
Percentage of Enlarged Share Capital represented by Offer Shares	93.1(1)
Gross proceeds of the Offer and the Admission Subscriptions	€402,959,900(1)
Estimated net proceeds of the Offer and the Admission Subscriptions received by the Company	€387,869,059(1)
Market capitalisation of the Company at the Offer Price at Admission	€429,737,228(1)

⁽¹⁾ Assuming there is no exercise of the Over-allotment Option.

⁽²⁾ Including the Offer Shares, Ordinary Shares to be issued in connection with the Admission Subscriptions and Ordinary Shares to be issued in consideration for the transfer of the entire issued share capital of Emerley Holdings to the Company.

NOTES

Except where the context otherwise requires, defined terms used in this announcement have the meanings given to such terms in the Prospectus published by Cairn Homes.

Cairn Homes is an Irish homebuilder with a highly experienced management team who have a strong track record of delivering high quality homes in Ireland and the United Kingdom. The Company has a clear strategy to deliver high quality new homes with an emphasis on design, innovation and customer service, in urban areas of Ireland, with a focus on Dublin, the Dublin commuter belt, Galway, Cork and other large cities, where the Directors believe economic trends are supportive of housing demand and pricing. 

Alan McIntosh and Michael Stanley (together, the "Founders") and entities affiliated with the Founders and their families will be investing approximately €29.2 million in equity and cash, in return for Ordinary Shares at IPO. Of this €29.2 million, approximately €22.2 million represents investments by Michael Stanley and Kevin Stanley (whose shareholdings are principally held indirectly through Stanbro Property Holdings Limited ("Stanbro"), of which they together own 40.5%) and Alan McIntosh, and are subject to lock-up restrictions for a period of one year.  As a result, 40.5% of the Ordinary Shares held by Stanbro, representing the Ordinary Shares in which Michael Stanley and Kevin Stanley are indirectly interested, are subject to these lock-up restrictions.  The remaining 59.5% of the Ordinary Shares in the Company held by Stanbro are not subject to such lock-up restrictions.

FOR FURTHER DETAILS CONTACT:

Credit Suisse (Joint Global Coordinator)                                                   [phone]

Charles Donald

Camilla Hughes

Omri Lumbroso

Goodbody (Joint Global Coordinator)                                                        [phone]

Kevin Keating

Linda Hickey

John Flynn

David Morrison

Hume Brophy (PR)                                                                                                  

London                                                                                                                      [phone]

Mary Clark

Supriya Mathur

Dublin                                                                                                                         [phone]

Maria Cryan

Edel Bach

IMPORTANT NOTICES

The contents of this announcement, which have been prepared by and are the sole responsibility of Cairn Homes p.l.c., have been approved by Credit Suisse Securities (Europe) Limited, solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and should not be construed as an offer of securities for sale in the United States or any other jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, directly or indirectly, securities to any person in Australia, Canada, Switzerland, Japan, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Switzerland, Japan, South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Switzerland, Japan or South Africa. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada, Switzerland, Japan or South Africa. 

This announcement is an advertisement and not a prospectus and investors should not purchase or subscribe for any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company later today, in connection with the admission of the Ordinary Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities. Copies of the Prospectus will, following publication, be available from the Company's registered office, at the offices of Pinsent Masons LLP, 30 Crown Place, London EC2A 4ES and on the Company's website www.cairnhomes.com.

The distribution or publication of this announcement, any related documents, and the offer, sale and/or issue of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been taken to permit possession or distribution or publication of this announcement, other than in Ireland and the United Kingdom. Persons into whose possession this announcement (or any other offer or publicity material relating to the Ordinary Shares) comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any Ordinary Shares nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

In particular, this announcement does not constitute or form part of an offer to sell, or the solicitation of an offer to buy or subscribe for, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada, Switzerland, Japan or South Africa.

This announcement is only addressed to and directed at persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC), as amended ("Qualified Investors") and in Ireland only to certain other investors being clients of Goodbody Stockbrokers.  Any investment or investment activity to which this announcement relates is available only to Qualified Investors in any member state of the EEA and will be engaged in only with such persons.  Other persons should not rely or act upon this announcement or any of its contents. Any subscription of Ordinary Shares in the proposed Offer should be made solely on the basis of the information contained in the Prospectus to be issued by the Company in connection with the Offer. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

Certain statements contained in this announcement constitute "forward-looking" statements regarding the belief of current expectation of the Company, the Directors, and the Management Team about the Company's financial condition, results of operations and business. Forward-looking statements are sometimes identified by the use of forward-looking terminology  as "may ", "could ", "should ", "will ", "expect ", "intend ", "estimate ", "anticipate ", "assume ", "believe", "plan ", "seek", "continue",  "target ", "goal ", "would" or the negative thereof, other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Company and are difficult to predict, which may cause the actual results, performance, achievements or developments of the Company or the industries in which it operates to differ materially from any future results, performance, achievement or developments expressed or implied from these forward-looking statements. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance. A number of material factors could cause actual results to differ materially from those contemplated by the forward-looking statements. None of the Company, Credit Suisse nor Goodbody undertakes any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, unanticipated events, new information or otherwise occurring after the date of this announcement except as required by law or by any appropriate regulatory authority. All subsequent written and oral forward-looking statements attributable to Cairn Homes p.l.c. or individuals acting on behalf of Cairn Homes p.l.c. are expressly qualified in their entirety by this paragraph.

The Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company and in the Ordinary Shares, for whom an investment in the Ordinary Shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme. There is no guarantee that the Offer will proceed and that Admission will occur and you should not base your financial decisions on the Company's intention in relation to the Admission and Offer at this stage. Acquiring Ordinary Shares to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. This announcement does not constitute a recommendation concerning the Offer. The price and value of the Ordinary Shares and any income from these may decrease as well as increase. Information in this announcement, past performance and any documents relating to the Offer or Admission cannot be relied upon as a guide to future performance.

Potential investors should consult a professional advisor as to the suitability of the Offer for the entity concerned.

Credit Suisse, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA, is acting exclusively for the Company and no one else in connection the Offer and with Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Offer, Admission or any matter referred to herein.

Goodbody Stockbrokers trading as Goodbody, is regulated in Ireland by the Central Bank of Ireland. Goodbody Stockbrokers is acting exclusively for the Company and no one else in connection with the Offer and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their clients or for providing any advice in relation to the Offer, Admission, or any matter referred to herein.

In connection with the Offer and Admission, each of Credit Suisse and Goodbody Stockbrokers, or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, Credit Suisse or Goodbody or any of their respective affiliates acting as investors for their own accounts. Neither Credit Suisse nor Goodbody nor any of their respective affiliates intend to disclose the extent of any such investments or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, Credit Suisse, Goodbody, or any of their respective affiliates, their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in this announcement or any document referred to in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Accordingly, the Company, Credit Suisse, Goodbody and any of their respective affiliates, their respective directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offer, Credit Suisse (as "Stabilising Manager"), or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law and for stabilisation purposes, over-allot Ordinary Shares (the "Over-allotment Option") up to a total of 10 per cent of the Ordinary Shares comprised in the Offer before any utilisation of the Over-allotment Option or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on any securities market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter. However, there will be no obligation on the Stabilising Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilisation, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the Offer Price. Except as required by law or regulation, neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult his own legal adviser, financial adviser or tax adviser for legal, financial or tax advice, respectively.

 

END

 

 

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