Information  X 
Enter a valid email address

Taliesin Prop Fd Ltd (TPF)

  Print   

Friday 23 February, 2018

Taliesin Prop Fd Ltd

Court sanction of Scheme

RNS Number : 7932F
Taliesin Property Fund Limited
23 February 2018
 

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

23 February 2018

RECOMMENDED CASH ACQUISITION

of

TALIESIN PROPERTY FUND LIMITED

 (regulated by the Jersey Financial Services Commission)

by

WREN BIDCO LIMITED AND CANARY BIDCO LIMITED

newly incorporated companies owned by entities advised by affiliates of

THE BLACKSTONE GROUP L.P.

as part of Blackstone's newly formed pan-European Core+ unit to be effected by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991

Sanction of the Scheme

Taliesin Property Fund Limited ("Taliesin") is pleased to announce that the Court has today made an order sanctioning the Scheme in connection with the proposed acquisition by Wren Bidco Limited and Canary Bidco Limited, newly incorporated companies owned by entities advised by affiliates of The Blackstone Group L.P., of the entire issued ordinary share capital of Taliesin.  It is intended that the Court Order will be delivered to the Registrar of Companies on 26 February 2018.  Accordingly, it is expected that the Scheme will become effective on 26 February 2018.

Dealings in Taliesin Shares are expected to be disabled in CREST with effect from  6:00 p.m. on the date of this announcement and suspension of trading of Taliesin Shares on AIM is expected to occur with effect from 7:30 a.m. on 26 February 2018.  An application also has been made by the Company to cancel the admission to trading of Taliesin Shares on AIM, conditional on Court sanction of the Scheme and the Scheme becoming effective, and such cancellation is expected to occur with effect from 7:00 a.m. on 27 February 2018.

Capitalised terms and expressions used in this announcement have the same meanings as set out in the document relating to the Scheme dated 18 January 2018 (the "Scheme Document").  The expected timetable of remaining principal events is attached as an Appendix 1 to this announcement.  If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

 

Enquiries:

Taliesin

 

Mark Smith

Tel: +44 (0) 15 3470 0000

Rothschild (Financial Adviser to Taliesin)

 

Robert Waddingham

Sam Green

Hannes Mungenast

Tel: +44 (0) 207 280 5000

Stockdale (Nomad and Broker to Taliesin)

 

Robert Finlay

Owen Matthews

Tel: +44 (0) 207 601 6100

The Blackstone Group International Partners LLP

 

Andrew Dowler

Tel: + 44 (0) 207 451 4275

Lazard (Financial Adviser to the Bidcos)

 

Patrick Long

Will Lawes

Philip Chapman

Tel: +44 (0) 207 187 2000

 

 



 

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Taliesin in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme..

 

Lazard & Co., Limited, which is authorised and regulated by the FCA, is acting as financial adviser to the Bidcos and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Bidcos for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the matters referred to herein. Neither Lazard & Co., Limited nor any of its 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 Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

 

N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA, is acting as financial adviser to Taliesin and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Taliesin for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the matters referred to herein. Neither Rothschild nor any of its 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 Rothschild in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

 

Stockdale Securities Limited, which is authorised and regulated by the FCA, is acting as nominated adviser and broker to Taliesin and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Taliesin for providing the protections afforded to clients of Stockdale nor for providing advice in connection with the matters referred to herein. Neither Stockdale nor any of its 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 Stockdale in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

 

Overseas jurisdictions

The availability of the Acquisition to Taliesin Shareholders who are not resident in and citizens of the UK or Jersey may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

 

The release, publication or distribution of this announcement in or into jurisdictions other than the UK and Jersey may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or Jersey should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English and Jersey law, the AIM Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Jersey.

 

Copies of this announcement and the formal documentation relating to the Scheme and the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

 

US Holders

US Holders should note that the Acquisition relates to the securities of a Jersey company listed on AIM, is subject to UK and Jersey disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement under Jersey company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act, and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. The Scheme will be subject to Jersey and UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if the Bidcos were to exercise their right to implement the Acquisition of the Taliesin Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. Such an Offer would be made by the Bidcos.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Taliesin Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

 

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since the Bidcos and Taliesin are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgement.

 

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, the Bidcos or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Taliesin Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

 

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. 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 one per cent. 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 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

 

Publication on website

In accordance with Rule 30.4 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Taliesin's website at www.taliesinberlin.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of that websites are not incorporated by reference and do not form part of this announcement.

 

Requesting hard copy documents

Taliesin Shareholders may request a hard copy of this announcement by contacting the Company Secretary of Taliesin during business hours on +44 (0)1534 700 000 or by submitting a request in writing to the Company Secretary of Taliesin at JTC (Jersey) Limited, PO Box 1075, Elizabeth House, 9 Castle Street, St. Helier, Jersey JE4 2QP. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.



 

Appendix 1

Expected timetable of principal events

All references to time in this document are references to the time in London, United Kingdom and Jersey, Channel Islands, unless otherwise stated. All dates and times are based on Taliesin's and the Bidcos' current expectations and are subject to change.  If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Taliesin Shareholders by announcement through a Regulatory Information Service.

Event

Expected time/date(1)

Last day of dealings in and for the registration of transfers of Taliesin Shares

23 February 2018

Latest time for lodging Forms of Election (or in the case of CREST holders, submitting electronic election instructions through CREST) in connection with the Currency Alternative

6:00 p.m. on 23 February 2018

Disablement in CREST of Taliesin Shares

6:00 p.m. on 23 February 2018

Scheme Record Time

6:00 p.m. on 23 February 2018

Suspension of dealings in Taliesin Shares

7:30 a.m. on 26 February 2018

Effective Date of the Scheme

26 February 2018

Cancellation of admission to trading of Taliesin Shares

7:00 a.m. on 27 February 2018

Latest date for dispatch of cheques/settlement through CREST

by 12 March 2018

Latest date by which Scheme must be implemented

31 May 2018 (2)

Notes:

(1)           These times and dates are indicative only and will depend on, among other things, the dates upon which (i) the Conditions are satisfied or (where applicable) waived, and (ii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies.   

(2)           This date may be extended by agreement between Taliesin and the Bidcos with the prior consent of the Panel and (if required) the approval of the Court. 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCLLFILFLIVFIT

a d v e r t i s e m e n t