Statement regarding possible offer

RNS Number : 2132Z

Bovis Homes Group PLC

13 March 2017

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.

13 March 2017

Bovis Homes Group Plc ("Bovis" or the "Company")

Statement regarding possible offer

Bovis notes the recent press speculation regarding a potential offer for the Company. 

Bovis has recently received written proposals from Redrow plc and Galliford Try plc outlining potential merger proposals. Redrow proposed a share and cash transaction for the Company. Galliford Try proposed an all-share transaction for the Company. Both proposals were preliminary and subject to due diligence.

The Board of Bovis reviewed the proposals and concluded that neither reflected the underlying value of the Bovis business and therefore both should be rejected. The Board also concluded that the Redrow proposal was not in the interests of Bovis shareholders as the cash element of the offer would require shareholders to crystallise value at the current Bovis valuation. The decision to reject the proposals was communicated to the two parties. Redrow subsequently indicated that it was not willing to improve the terms of its proposal and discussions were terminated. Discussions with Galliford Try are ongoing.

In the meantime, the Board is making good progress with plans to recover and improve group profitability and enhance return on capital employed. The search for a new Chief Executive is also progressing well.

The Board of Bovis remains committed to maximising returns to shareholders and will continue to consider all strategic alternatives.

This statement has been made without the consent of either Galliford Try or Redrow. There can be no certainty that any firm offer will be made or as to the terms on which any firm offer might be made.

In accordance with Rule 2.6(a) of the Takeover Code (the "Code"), Galliford Try and Redrow are required, by no later than 5.00 p.m. on 9 April 2017, to either announce a firm intention to make an offer for Bovis in accordance with Rule 2.7 of the Code or announce that they do not intend to make an offer for Bovis, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

 

A copy of this announcement (subject to any restrictions relating to persons resident in restricted jurisdictions) will be available at www.bovishomesgroup.co.uk/investor-centre/rns-announcements promptly and in any event by no later than 12.00 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.

A further announcement will be made by the Company if and when appropriate.

Enquiries:

Bovis Susie Bell	+ 44 (0) 7811 988617
Moelis & Company Mark Aedy Liam Beere	[phone]
Maitland Neil Bennett James McFarlane	[phone]

In accordance with Rule 2.9 of the Code, Bovis confirms that as at the date of this announcement, it had in issue 134,522,340 ordinary shares of 50p each. The International Securities Identification Number (ISIN) for the ordinary shares is GB0001859296. Bovis does not hold any shares in treasury.

This announcement contains inside information.

Important notices

This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this announcement in whole or in part in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.

Moelis & Company UK LLP ("Moelis & Company"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively as financial adviser to Bovis and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bovis for providing the protections afforded to clients of Moelis & Company nor for providing advice in connection with the matters referred to herein. Neither Moelis & Company nor any of its subsidiaries, branches or 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 Moelis & Company in connection with this announcement, any statement contained herein or otherwise.

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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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

 

 

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