Response to statement re possible offer

RNS Number : 2116Z

Redrow PLC

13 March 2017

 



THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND IS 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 SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that an offer will be made. 

Redrow plc ("Redrow")

12 March 2017

Response to statement regarding possible offer for Bovis Homes Group plc ("Bovis" or "the Company")

Redrow notes the announcement by Bovis in relation to a possible combination of Redrow and Bovis.

The Board of Redrow confirms that Redrow made an initial approach to the Board of Bovis on 27 February 2017, when Bovis' share price was at £7.74, and subsequently made a merger proposal (the "Proposal"). The Proposal consisted of £1.25 per Bovis share in cash and 1.32 new Redrow shares in exchange for each Bovis share, representing a value of £6.59 per Bovis share based on the Redrow share price of £4.99 as at 10 March 2017. In addition, Bovis shareholders on the register on 24 March 2017 would remain entitled to receive the final dividend of £0.30 per share in respect of the period ended 31 December 2016, as announced by Bovis on 20 February 2017. In aggregate, the total value of the Proposal would therefore be £8.14 per Bovis share. Under the Proposal, Bovis shareholders would own approximately 32.4 per cent. of the combined group on a pro forma basis post completion, and therefore share substantially in the equity and future value creation of the combined group.

The Board of Bovis informed Redrow on 6 March 2017 that the Proposal did not merit further discussion.

Redrow continues to believe the potential combination offers a compelling opportunity to create a combined business with the scale and operational strength to compete more effectively in the growing UK housebuilding market. The potential combination would offer a balanced geographic mix of revenue, including a complementary current land bank and forward land bank mix. Given that the Proposal is largely in the form of Redrow shares, Bovis shareholders would be able to share, alongside existing Redrow shareholders, in the proven value creation skills of the Redrow management team.

There can be no certainty that any offer will ultimately be made for Bovis.

Pursuant to Rule 2.5 of the Code, Redrow reserves the right to: (i) vary the form and/or mix of the consideration; and (ii) amend the terms of any offer (including making the offer at a lower value) (a) with the recommendation or consent of the Board of Bovis, (b) if Bovis announces, declares or pays any dividend or any other distribution to shareholders (other than the final dividend of £0.30 per share in respect of the period ended 31 December 2016, as announced by Bovis on 20 February 2017), in which case Redrow reserves the right to make an equivalent reduction in its offer price, or (c) if a third party announces a firm intention to make an offer for Bovis at a lower price than referred to above.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on the Redrow website (www.redrowplc.co.uk) by no later than 12 noon on 13 March 2017. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. 

In accordance with Rule 2.9 of the Takeover Code, Redrow confirms that, as at 10 March 2017, it had 369,799,938 ordinary shares of 10 pence each in issue and admitted to trading on the London Stock Exchange's Main Market for listed securities. Redrow currently holds no ordinary shares in treasury. The ISIN for the Redrow shares is GB0007282386.

The person responsible for arranging the release of this announcement on behalf of Redrow is Graham Cope, Company Secretary.

Enquiries:

Redrow plc Steve Morgan, Chairman Barbara Richmond, Group Finance Director	[phone]
Barclays Bank Plc, acting through its Investment Bank (Financial Adviser and Corporate Broker to Redrow) Alisdair Gayne Mark Todd Tom MacDonald	[phone]
Instinctif Partners (PR Adviser to Redrow) Mark Garraway Helen Tarbet	[phone]

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 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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

END

 

 

RSPEALDAFLKXEFF