Publication of Circular

RNS Number : 8348S

Galliford Try PLC

08 November 2019

 

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 OR REGULATIONS OF THAT JURISDICTION.

THE COMPANY WILL PUBLISH SHORTLY A CIRCULAR IN CONNECTION WITH THE TRANSACTION. ANY VOTING DECISIONS BY SHAREHOLDERS IN CONNECTION WITH THE TRANSACTION SHOULD BE MADE ON THE BASIS OF THE INFORMATION CONTAINED IN THE CIRCULAR.

8 November 2019

For immediate release

Galliford Try plc

Publication of Circular and Notice of Court Meeting and Notice of General Meeting

Further to its announcement made on 7 November 2019, Galliford Try plc ("Galliford Try") announces that the Financial Conduct Authority has today approved a circular (the "Circular") in relation to the proposed disposal of the Linden Homes and Partnerships & Regeneration divisions of Galliford Try (the "Transaction"), including a group restructuring and Scheme of Arrangement under Part 26 of the Companies Act 2006. Copies of the Circular will shortly be posted to Galliford Try Shareholders.

The Transaction is conditional, among other things, upon the approval of Galliford Try Shareholders. Accordingly, the Circular contains notices of both the Court Meeting and General Meeting to be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF. The Court Meeting will start at 10.00 a.m. and the General Meeting at 10.15 a.m. on 29 November 2019 (or as soon thereafter as the Court Meeting shall have concluded or been adjourned).

The Circular has been submitted to the National Storage Mechanism and is available for inspection at www.morningstar.co.uk/uk/nsm. The Circular will also be available for viewing on Galliford Try's website at www.gallifordtry.co.uk.

Unless otherwise defined, terms used in this announcement (including in the Important Notice below) shall have the same meaning as those used in the Circular.

Enquiries:

Galliford Try plc Graham Prothero, Chief Executive Andrew Duxbury, Finance Director Kevin Corbett, General Counsel and Company Secretary	01895 855 001
Rothschild & Co (Lead Financial Adviser to Galliford Try) John Deans Neil Thwaites Peter Everest	020 7280 5000
HSBC Bank plc (Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Galliford Try) Mark Dickenson Adam Miller Keith Welch Diraj Ramchandani	020 7991 8888
Peel Hunt LLP (Joint Financial Adviser, Joint Sponsor and Joint Corporate Broker to Galliford Try) Charles Batten Edward Knight Harry Nicholas	020 7418 8900
Tulchan Communications (PR Adviser to Galliford Try) James Macey White Martin Pengelley Elizabeth Snow	020 7353 4200

Important Notice

This announcement is for information purposes only and does not constitute a prospectus or prospectus equivalent document. Nothing in this announcement shall constitute an offer or invitation to underwrite, buy, subscribe, sell or issue of the solicitation of an offer to buy, sell, acquire, dispose or subscribe for shares of any other securities. Nothing in this announcement should be interpreted as a term or condition of the Transaction.

A circular will shortly be posted to shareholders in connection with the Transaction (the "Circular"). Copies of the Circular will, following publication, be available through the website of Galliford Try at www.gallifordtry.co.uk. Neither the content of Galliford Try's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.

Galliford Try urges shareholders to read the Circular once published carefully as it contains important information in relation to the Transaction. Any vote in respect of resolutions to be proposed at the court meeting and general meeting to approve the Transaction and related matters should be made only on the basis of the information contained in the Circular.

The information contained 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 information in this announcement is subject to change.

The availability of this announcement and/or the Circular to shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident (including affecting the ability of such shareholders to vote their shares with respect to the Scheme and the Transaction). Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction should inform themselves of, and should observe, any applicable requirements. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser to Galliford Try and for no one else in connection with the Transaction and will not, be responsible to anyone other than Galliford Try for providing the protections afforded to clients of Rothschild & Co or for providing advice in relation to the Transaction, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.

HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser, joint sponsor and corporate broker to Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and admission of the shares in New Galliford Try to trading on the London Stock Exchange's main market for listed securities and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of HSBC or for providing advice in relation to the Transaction, the contents of this document or any transaction, arrangement or other matter referred to in this announcement.

Peel Hunt LLP ("Peel Hunt"), which is regulated by the Financial Conduct Authority in the United Kingdom, is acting as financial adviser, joint sponsor and corporate broker to the Galliford Try and New Galliford Try in connection with the proposed sale of the Disposal Group (excluding for the avoidance of doubt the associated restructuring) and admission of the shares in New Galliford Try to trading on the London Stock Exchange's main market for listed securities and for no one else in connection with the Transaction and will not be responsible to anyone other than Galliford Try or New Galliford Try for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Transaction, the contents of this document or any transaction, arrangement or other matter referred to in this announcement.

This announcement has been issued by Galliford Try and is the sole responsibility of Galliford Try. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rothschild & Co, HSBC or Peel Hunt, or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any responsibility or liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement, therefore is expressly disclaimed.

Notice to US Shareholders

The issue of the shares in New Topco and the Consideration Shares relate to shares of a Jersey company and a UK company respectively and are 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 proxy solicitation or tender offer rules under the US Securities Exchange Act of 1934, as amended. Accordingly, the scheme of arrangement is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.

The financial information included in the Circular has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Neither the shares in New Topco nor the Consideration Shares have been, and nor will they be, registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, neither shares in New Topco nor the Consideration Shares may be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. The shares in New Topco and the Consideration Shares are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. Galliford Try Shareholders who are affiliates of New Topco after the scheme of arrangement becomes effective or affiliates of Bovis Homes after the Transaction has been completed will be subject to certain US transfer restrictions relating to the shares in Goldfinch (Jersey) and the Consideration Shares received in connection with the scheme of arrangement and the Transaction, respectively.

The shares in New Galliford Try have not been and are not required to be registered under the Securities Act. The shares in New Galliford Try should not be treated as ''restricted securities'' within the meaning of Rule 144(a)(3) under the Securities Act and persons who receive shares in New Galliford Try (other than affiliates) may resell them without restriction under the Securities Act.

For the purposes of qualifying for the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(10), the Company will advise the Court through counsel that its sanctioning of the scheme of arrangement will be relied upon by New Topco and Bovis Homes as an approval of the scheme of arrangement following a hearing on its fairness to Galliford Try Shareholders.

Each Galliford Try Shareholder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Transaction.

It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws, since New Galliford Try, Bovis Homes and Galliford Try are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Shareholders 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 judgment.

None of the securities referred to in this announcement have been 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 such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

 

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