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Taliesin Prop Fd Ltd (TPF)

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Wednesday 20 December, 2017

Taliesin Prop Fd Ltd

Recommended Cash Acquisition

RNS Number : 8924Z
Taliesin Property Fund Limited
20 December 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

20 December 2017

RECOMMENDED CASH ACQUISITION

of

Taliesin Property Fund Limited by

Wren Bidco Limited and Canary Bidco Limited (newly formed companies owned by entities advised by affiliates of The Blackstone Group L.P. as part of Blackstone's newly formed pan-European Core+ unit)

Summary

·    The boards of directors of Taliesin Property Fund Limited ("Taliesin") and Wren Bidco Limited ("Bidco 1") and Canary Bidco Limited ("Bidco 2" and together, the "Bidcos") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued ordinary share capital of Taliesin.

·    Under the terms of the Acquisition, each Scheme Shareholder will be entitled to receive:

for each Scheme Share: 51 Euros in cash

·    The price per Scheme Share represents a premium of approximately:

·    10 per cent. to the closing price of €46.31 per Taliesin Share on 19 December 2017 (being the last business day before the date of this Announcement);

·    16 per cent. to the volume-weighted average price of €44.15 per Taliesin Share for the three-month period ended 19 December 2017 (being the last business day before the date of this Announcement);

·    20 per cent. to the volume-weighted average price of €42.58 per Taliesin Share for the twelve-month period ended 19 December 2017 (being the last business day before the date of this Announcement); and

·    16 per cent. to the 30 June 2017 Adjusted NAV of €44.14 per Taliesin Share.

·    The Offer Price has been agreed by the boards of directors of Taliesin and the Bidcos on the basis that no final dividend for the financial year ended 31 December 2017 will be paid by Taliesin to Taliesin Shareholders. If Taliesin announces, declares, makes or pays any dividend or other distribution on or after the date of this Announcement and prior to the Effective Date, the Bidcos reserves their right to reduce the Offer Price by an amount equal to the amount of such dividend or distribution.

·    The Acquisition values Taliesin's entire issued ordinary share capital at approximately €260 million.

·    It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Article 125 of the Companies Law.

·    The Scheme Document will contain an updated portfolio valuation reported on in accordance with Rule 29 of the Code.

·    The Taliesin Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Rothschild has taken into account the commercial assessments of the Taliesin Directors.

·    Accordingly, the Taliesin Directors confirm they intend to recommend unanimously that the Taliesin Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (in the case of Mark Smith, other than in respect of the Resolution to approve the IM Transaction), as they have irrevocably undertaken  to do in respect of their own beneficial holdings which are under their control of:

·    in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 129,920 Taliesin Shares representing approximately 2.5 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and

·    in respect of the Resolution to approve the IM Transaction, in aggregate, 5,200 Taliesin Shares representing approximately 0.1 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement).

·    The Investment Managers, Seumas Dawes, Georges Saier, Michael and Felicity Milbourn, Julian Adams, and Paul Luke have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (in the case of the Investment Managers and Paul Luke, other than the Resolution to approve the IM Transaction) in respect of their own beneficial holdings which are under their control of:

·    in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 2,510,616 Taliesin Shares representing approximately 49.2 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and

·    in respect of the Resolution to approve the IM Transaction, 1,258,155 Taliesin Shares representing approximately 33.8 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement).

·    The Bidcos have therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (other than the Resolution to approve the IM Transaction) from Taliesin Shareholders holding 2,640,536 Taliesin Shares and representing approximately 51.8 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 1,263,355 Taliesin Shares representing approximately 33.9 per cent. of Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction. Further details of these undertakings, including the circumstances in which they cease to be binding are set out in Appendix 3.

·    The terms of the Acquisition will be put to the Taliesin Shareholders at the Court Meeting and the General Meeting (which is expected to immediately follow the Court Meeting). The Court Meeting and the General Meeting are required to enable Taliesin Shareholders to consider, and if thought fit, vote in favour of the resolutions to approve the Scheme and its implementation. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders, present and voting at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more of the voting rights held by those Scheme Shareholders.

·    The Acquisition will be on the terms and subject to the Conditions set out in Appendix 1 to this Announcement. Full details of the Acquisition will be set out in the Scheme Document. It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be published as soon as practicable and, in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). An expected timetable of principal events will be included in the Scheme Document.

·    The Acquisition is expected to become Effective in the first quarter of 2018, subject to satisfaction (or, where applicable, waiver) of the Conditions and further terms set out in Appendix 1 to this Announcement.

·    Taliesin Management Limited and JJ Investment Management Limited (the "Investment Managers") act as investment advisers to Taliesin pursuant to investment advisory agreements. The Bidcos have entered into a share purchase agreement with Mark Smith and certain other sellers under which the Investment Managers will be sold to the Bidcos (the "IM Transaction"), subject to the Acquisition becoming Effective. It is anticipated completion of the IM Transaction will occur immediately following the Acquisition becoming Effective. If the Acquisition does not become Effective, the IM Transaction will not occur. The consideration payable by Bidcos in respect of the IM Transaction will be €18 million, after taking into account the proceeds attributable to the Taliesin Shares held by the Investment Managers which will be transferred to the Bidcos on the Effective Date. For the purposes of Rule 16 of the Code, Rothschild has confirmed that, in its opinion, the terms of the IM Transaction are fair and reasonable so far as Independent Taliesin Shareholders are concerned. The IM Transaction is subject to the approval of Independent Taliesin Shareholders in accordance with Rule 16 of the Code.

·    Bidco 1 has entered into a share purchase agreement with JTC Trustees Limited under which Sophia Holdings Limited, an indirect holder of approximately 6 per cent. of Taliesin Holdings Limited (a subsidiary of Taliesin) will be sold to Bidco 1 (the "Sophia Transaction"), subject to the Acquisition becoming Effective. It is anticipated that completion of the Sophia Transaction will occur immediately following completion of the Acquisition. If the Acquisition does not become Effective, the Sophia Transaction will not occur. The consideration payable by Bidco 1 in respect of the Sophia Transaction will be €1.

·    Taliesin has in issue zero dividend preference shares of no par value which are listed on the Main Market of the London Stock Exchange (the "ZDP Shares"). As further described in this announcement, upon the Acquisition becoming Effective, Taliesin is required under the Articles to initiate a process of offering an early repurchase of the ZDP Shares in accordance with the provisions set out in the Articles which the holders of the ZDP Shares may either accept or reject.  Full details of the terms of the buyback offer and relevant documentation will be sent to holders of ZDP Shares following the Scheme becoming effective.

·     Nigel Le Quesne, the Chairman of Taliesin, said:

"We are delighted to announce the Acquisition of Taliesin by the Bidcos, which represents the successful conclusion of over 10 years of investment in Berlin residential property. The Acquisition offers all Taliesin Shareholders the chance to realise their investment in Taliesin at a premium and in cash."

 

·    Commenting on the Announcement Anthony Myers, the Head of Real Estate Europe of The Blackstone Group International Partners LLP, said:

"The acquisition of Taliesin by Blackstone Property Partners' newly formed pan-European Core+ unit would represent a further expansion of our German residential business. Taliesin would form an integral part of our long-term German residential portfolio, which is focused on well located assets across the country's gateway cities, and Berlin in particular."

 

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information contained in this summary and the following Announcement. Appendix 3 contains details of the irrevocable undertakings received by the Bidcos. Appendix 4 contains the definitions of certain terms used in this summary and the following Announcement.

Enquiries

The Blackstone Group International Partners LLP            Tel: + 44 (0) 207 451 4275

 

Andrew Dowler

 

Lazard (Financial Adviser to the Bidcos)                             Tel: +44 (0) 207 187 2000

Patrick Long
Will Lawes
Philip Chapman

Taliesin                                                                                     Tel: +44 (0) 15 3470 0000

Mark Smith

 

Rothschild (Financial Adviser to Taliesin)                           Tel: +44 (0) 207 280 5000

Robert Waddingham

 

Sam Green

 

Hannes Mungenast

 

Stockdale (Nomad and Broker to Taliesin)              Tel: +44 (0) 207 601 6100

Robert Finlay

 

Owen Matthews

 

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 will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

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. Further details in relation to overseas shareholders will be contained in the Scheme Document.

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.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by the Bidcos and Taliesin contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Bidcos and Taliesin about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Bidcos and Taliesin, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the Bidcos and Taliesin believe that the expectations reflected in such forward-looking statements are reasonable, the Bidcos and Taliesin can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which the Bidcos and Taliesin operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which the Bidcos and Taliesin operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither the Bidcos nor Taliesin, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules), neither the Bidcos nor Taliesin is under any obligation, and the Bidcos and Taliesin expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for the Bidcos or Taliesin, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for the Bidcos or Taliesin, as appropriate.

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.

In accordance with Rule 2.9 of the Code, Taliesin confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 5,099,993 ordinary shares each of no par value (and holds no shares in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is JE00B3B3WB31.

 

Publication on website

In accordance with Rule 26.1 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 these 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Taliesin Shareholders, persons with information rights and other relevant persons for the receipt of communications from Taliesin may be provided to the Bidcos during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Inside Information

This Announcement contains inside information. The person responsible for arranging the release of this Announcement on behalf of Taliesin is Mark Smith.

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

20 December 2017

RECOMMENDED CASH ACQUISITION

of

Taliesin Property Fund Limited by Wren Bidco Limited and Canary Bidco Limited (newly incorporated companies owned by entities advised by affiliates of The Blackstone Group L.P.)

1.         Introduction

The boards of directors of Taliesin Property Fund Limited ("Taliesin") and Wren Bidco Limited ("Bidco 1") and Canary Bidco Limited ("Bidco 2" and together, the "Bidcos") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued and to be issued ordinary share capital of Taliesin. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Article 125 of the Companies Law.

2.         The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each Taliesin Shareholder will be entitled to receive:

for each Scheme Share:         51 Euros in cash

The Offer Price of 51 Euros per Scheme Share represents a premium of approximately:

·    10 per cent. to the closing price of €46.31 per Taliesin Share on 19 December 2017 (being the last business day before the date of this Announcement);

·    16 per cent. to the volume-weighted average price of €44.15 per Taliesin Share for the three-month period ended 19 December 2017 (being the last business day before the date of this Announcement);

·    20 per cent. to the volume-weighted average price of €42.58 per Taliesin Share for the twelve-month period ended 19 December 2017 (being the last business day before the date of this Announcement); and

·    16 per cent. to the 30 June 2017 Adjusted NAV of €44.14 per Taliesin Share.

 

The Acquisition values Taliesin's entire issued ordinary share capital at approximately €260 million.

The Offer Price has been agreed by the boards of directors of the Bidcos and Taliesin on the basis that no final dividend for the financial year ending 31 December 2017 will be paid by Taliesin to Taliesin Shareholders. If Taliesin announces, declares, makes or pays any dividend or other distribution on or after the date of this Announcement and prior to the Effective Date, the Bidcos reserve the right to reduce the Offer Price by an amount equal to the amount of such dividend or distribution.

3.         Background to and reasons for the Acquisition

The Bidcos believe that the acquisition of Taliesin represents an attractive opportunity for Blackstone to acquire a well located residential portfolio and in doing so increase its exposure to the German residential market.

4.         Recommendation

The Taliesin Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice, Rothschild has taken into account the commercial assessments of the Taliesin Directors.

Accordingly, the Taliesin Directors confirm they intend to recommend unanimously that the Taliesin Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (in the case of Mark Smith, other than in respect of the Resolution to approve the IM Transaction), as they have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control of:

·    in respect of the Scheme at the Court Meeting and the Resolutions to implement the Scheme, in aggregate, 129,920 Taliesin Shares representing approximately 2.5 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement); and

·    in respect of the Resolution to approve the IM Transaction, 5,200 Taliesin Shares representing approximately 0.1 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement).

5.         Background to and reasons for the recommendation

Taliesin was formed in 2005 to invest in residential property in Berlin, where, at the time, property prices had slumped to levels considerably below those prevailing in other German and European cities. At the time of its admission to trading on AIM in 2007, Taliesin had raised €37.8 million of equity capital. The Berlin residential market represented an attractive investment opportunity, partly because (i) rental yields could match or exceed funding costs, and (ii) it was possible to buy property at a discount to replacement cost.

 

Taliesin's last property acquisition was in 2013. Since then it has focused on managing its portfolio for both income and capital growth. Property prices in Berlin have risen substantially in recent years albeit they are still below levels in other German cities. Meanwhile, individual apartment prices are at a premium to the price of whole buildings. In 2015, Taliesin began to take advantage of this disparity by splitting freeholds in its portfolio and selling off individual apartments.

 

The Taliesin Directors consider this strategy has provided excellent returns for Taliesin Shareholders. In 2006 the Company raised capital at €10.00 per share. The 30 June 2017 Adjusted NAV was €44.14 per share, which, when taking into account the capital returns totalling €4.00 per share over this period, implies a 4.8x return for Taliesin Shareholders since 2006. Whilst the Board continues to believe in the strength of the Taliesin model and in the potential for further growth in the Berlin residential property market, the Board also recognises that the relatively small free float of Taliesin and the relatively illiquid market for Taliesin's shares makes it hard for shareholders to crystallise the NAV returns achieved to date.

 

The Board has also considered alternative methods of returning capital to Taliesin Shareholders, such as employing higher leverage or disposing of its assets, and returning these proceeds to Taliesin Shareholders. However, it is the Board's view that the prospects of achieving, over time, higher net proceeds than those implied by the Acquisition are outweighed by the downside risks for Taliesin Shareholders from the execution and market risks inherent in such a disposal programme.

 

The Acquisition represents an opportunity for Taliesin Shareholders to realise in cash their full investment in Taliesin at a meaningful premium to both last reported NAV and the prevailing share price. The attractiveness of this pricing, the reliability and speed of execution which Blackstone are able to deliver and the relatively low property disposal costs payable in a single corporate sale of the entire business have all been taken into account by the Taliesin Directors in arriving at their conclusion to recommend unanimously the Acquisition to Taliesin Shareholders.

 

6.         Irrevocable Undertakings

As described above, the two Taliesin Directors who hold Taliesin Shares have irrevocably undertaken to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions (other than, in the case of Mark Smith, the Resolution to approve the IM Transaction) to be proposed to implement the Scheme at the General Meeting in respect of their own beneficial holdings which are under their control, amounting to in aggregate, 129,920 Taliesin Shares representing approximately 2.5 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 5,200 Taliesin Shares representing approximately 0.1 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction.

In addition, the Investment Managers, Seumas Dawes, Georges Saier, Michael and Felicity Milbourn, Julian Adams, and Paul Luke who hold Taliesin Shares have irrevocably undertaken to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (in the case of the Investment Managers and Paul Luke, other than the Resolution to approve the IM Transaction) in respect of their beneficial holdings which are under their control, amounting to in aggregate, 2,510,616 Taliesin Shares representing approximately 49.2 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 1,258,155 Taliesin Shares representing approximately 33.8 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction.

The Bidcos have therefore received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting to implement the Scheme (other than the Resolution to approve the IM Transaction) amounting to, in aggregate, 2,640,536 Taliesin Shares representing approximately 51.8 per cent. of the issued ordinary share capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) and 1,263,355 Taliesin Shares representing approximately 33.9 per cent. of the Independent Voting Share Capital of Taliesin on 19 December 2017 (being the last business day before the date of this Announcement) in respect of the Resolution to approve the IM Transaction.

The undertakings from the Taliesin Directors, Mark Smith and Nigel Le Quesne, will cease to be binding only if (i) the Panel consents to the Bidcos not proceeding with the Acquisition; (ii) the Scheme Document is not dispatched to Taliesin Shareholders within 28 days (or such longer period as may be agreed between Taliesin and the Panel) of this Announcement; or (iii) the Scheme or Offer lapses or is withdrawn and no new, revised or replacement Scheme or Offer is announced by the Bidcos in accordance with Rule 2.7 of the Code in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time. The undertakings will remain binding in the event that a higher competing offer for Taliesin is made.

Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement.

7.         Information relating to Blackstone and the Bidcos

Blackstone is one of the world's leading investment firms. Blackstone seeks to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. Blackstone does this by using extraordinary people and flexible capital to help companies solve problems. Its asset management businesses, with over $385 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis.

In June 2007, Blackstone completed its initial public offering on the New York Stock Exchange and trades under the symbol "BX".

Information about Blackstone, including certain ownership, governance, and financial information, is disclosed in Blackstone's periodic filings with the U.S. Securities and Exchange Commission ("SEC"), which can be obtained from Blackstone's website at www.blackstone.com or the SEC's website at www.sec.gov. Follow Blackstone on Twitter @Blackstone.

The Blackstone Real Estate group was established in 1991 and is the largest private equity real estate investment manager in the world today with over $111 billion of investor capital under management through its opportunistic, core+, and debt strategy businesses.

Bidco 1 is a limited company registered in Jersey and incorporated on 12 June 2017. Bidco 1 was formed for the purposes of the Acquisition and is an entity owned by funds advised by affiliates of Blackstone and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition. Bidco 2 is a limited company registered in Jersey and incorporated on 12 June 2017. Bidco 2 was formed for the purposes of the Acquisition and is an entity owned by funds advised by affiliates of Blackstone and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

8.         Information relating to Taliesin

Taliesin is incorporated in Jersey as a public company under the Companies Law and a closed-ended collective investment unclassified fund under the Collective Investment Funds (Jersey) Law 1988 (as amended). Taliesin's main country of operation is Germany and the Taliesin Shares have been admitted to trading on AIM since 2007. The Investment Managers have been appointed by Taliesin to provide investment advisory services to it in connection with its investments.

 

Taliesin is principally engaged in selective investing in primarily residential property in Berlin, Dresden and Potsdam with its operations focused on management of properties held for rent and privatisation. Taliesin's investment properties consist of 62 multi-tenant buildings with a total of more than 1,500 rental units.

 

Taliesin's property portfolio is held through intermediate holding companies and local special purpose vehicles. They are administered by Taliesin Deutschland, a Berlin-based subsidiary of Taliesin Management Limited, one of the Investment Managers. Day-to-day property management is outsourced and undertaken by Core ImmobilienManagement GmbH, a local property management specialist, under the supervision of Taliesin Deutschland GmbH.

 

As at 30 June 2017, Taliesin's property portfolio was valued at €359.7m or €3,070 per square metre.

 

The Scheme Document will contain an updated portfolio valuation reported on in accordance with Rule 29 of the Code.

 

9.         Financing

The cash consideration payable by the Bidcos under the terms of the Acquisition will be funded from equity to be invested by Blackstone Funds.

Lazard is satisfied that sufficient resources are available to the Bidcos to satisfy in full the cash consideration payable to the Taliesin Shareholders under the terms of the Scheme.

10.       Further terms

If any dividend or other distribution or return of value is authorised, declared, made or paid in respect of the Scheme Shares on or after the date of this Announcement and prior to the Effective Date, the Bidcos will be entitled to reduce the Offer Price by the amount of any such dividend, other distribution or return of value.

11.       ZDP Shares

Taliesin has in issue zero dividend preference shares of no par value which are listed on the Main Market of the London Stock Exchange (the "ZDP Shares").  The ZDP Shares carry no rights to receive dividends out of the revenue or any other profits of Taliesin and are required to be redeemed by Taliesin on or within 14 days before 30 September 2018. Upon the Acquisition becoming Effective, Taliesin is required under the Articles to initiate a process of offering an early repurchase of the ZDP Shares in accordance with the provisions set out in the Articles. The holders of the ZDP Shares may either accept or reject such buyback offer.  Full details of the terms of the buyback offer and relevant documentation will be sent to holders of ZDP Shares following the Scheme becoming effective.

12.       Investment Managers and Sophia

Taliesin Management Limited and JJ Investment Management Limited (the "Investment Managers") act as investment advisers to Taliesin pursuant to investment advisory agreements. The Bidcos have entered into a Share Purchase Agreement with Mark Smith and certain other sellers whereby the Investment Managers will be sold to the Bidcos (the "IM Transaction"). Subject to the Acquisition becoming Effective, it is anticipated that completion of the IM Transaction will occur immediately following the Acquisition becoming Effective. If the Acquisition does not become Effective, the IM Transaction will not occur. The consideration payable by Bidcos in respect of the IM Transaction will be €18 million, after taking into account the proceeds attributable to the Taliesin Shares held by the Investment Managers which will be transferred to the Bidcos on the Effective Date. For the purposes of Rule 16 of the Code, Rothschild has confirmed that, in its opinion, the terms of the IM Transaction are fair and reasonable so far as Independent Taliesin Shareholders are concerned. The IM Transaction is subject to the approval of Independent Taliesin Shareholders in accordance with Rule 16 of the Code.

Bidco 1 has entered into a share purchase agreement with JTC Trustees Limited whereby Sophia Holdings Limited, an indirect holder of approximately 6 per cent. of Taliesin Holdings Limited (a subsidiary of Taliesin) will be sold to Bidco 1 (the "Sophia Transaction"). Subject to the Acquisition becoming Effective, it is anticipated that completion of the Sophia Transaction will occur upon completion of the Acquisition. If the Acquisition does not become Effective, the Sophia Transaction will not occur. The consideration payable by Bidco 1 in respect of the Sophia Transaction will be €1.

13.       Management and employees

The Bidcos are acquiring the Investment Managers to ensure that they will have control over the investment management of the assets of Taliesin following the Acquisition becoming Effective. Taliesin itself has no employees.

Nigel Le Quesne, Stephen Burnett, Mark Smith, Nicholas Mark Houslop and Nikolaus von Palombini will cease to be directors of Taliesin immediately following the Acquisition becoming Effective.

14.       Offer-related Arrangements

Confidentiality Agreement

On 18 May 2017, The Blackstone Group International Partners LLP, on behalf of the Bidcos, and Taliesin entered into the Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, The Blackstone Group International Partners LLP, on behalf of the Bidcos has undertaken to: (a) subject to certain exceptions, keep information relating to Taliesin and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until 18 November 2018.

Cooperation Agreement

The Bidcos and Taliesin have entered into the Cooperation Agreement, pursuant to which the Bidcos have agreed to use all reasonable endeavours to ensure the satisfaction of the Regulatory Condition as soon as reasonably practicable and before 31 May 2018.

The Bidcos have agreed to use all reasonable endeavours to ensure the satisfaction of the Regulatory Condition as soon as reasonably practicable and in any event to enable the Acquisition to complete before the Long Stop Date and Taliesin has agreed to certain undertakings to co-operate and provide the Bidcos with information and assistance as may be necessary for the purpose of obtaining the necessary clearances to satisfy the Regulatory Condition.

The Cooperation Agreement will terminate with immediate effect:

·    if agreed in writing between the parties prior to the Effective Date;

·    immediately upon service of written notice by the Bidcos to Taliesin, which may only be served if:

·    Taliesin announces that the Taliesin Directors no longer intend to give, or intend to qualify or adversely modify, the Taliesin Recommendation; or

·    the Taliesin Recommendation is not made in the Scheme Document or is subsequently withdrawn or adversely modified or qualified;

·    an independent competing transaction is (i) recommended by the Taliesin Directors, or (ii) becomes effective, becomes or is declared unconditional in all respects or completes; or

·    if the Scheme, or if the Bidcos implement the Acquisition by way of the Offer, the Offer, lapses, terminates or is withdrawn in accordance with its terms prior to 31 May 2018 (and with the consent of the Panel, if required) other than:

·    where this follows a result of a switch to implement the Acquisition by way of an Offer; or

·    it is otherwise to be followed within five Business Days by an announcement under Rule 2.7 of the Code made by the Bidcos (or a person acting in concert with the Bidcos) to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the Taliesin Directors;

·    the Effective Date does not occur by or on 31 May 2018; or

·    upon the Acquisition becoming Effective.

15.       Structure of the Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Taliesin and the Scheme Shareholders, under Article 125 of the Companies Law. The purpose of the Scheme is to provide for the Bidcos to become the owner of the entire issued ordinary share capital of Taliesin. Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares from the Scheme Shareholders to the Bidcos in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. Under the Scheme, Bidco 1 would acquire 90 per cent. of the Taliesin Shares and Bidco 2 would acquire 10 per cent. of the Taliesin Shares. The procedure involves, among other things, an application by Taliesin to the Court to sanction the Scheme.

The Acquisition is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before 31 May 2018 (or such later date as the Bidcos and Taliesin may, with the consent of the Panel, agree and, if required, the Court may approve):

·    a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more of the voting rights held by those Scheme Shareholders;

·    a resolution approving the IM Transactions is passed (on a poll) by a simple majority of the Independent Taliesin Shareholders present and voting at the General Meeting;

·    the resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Taliesin Shareholders at the General Meeting (which will require the approval of Taliesin Shareholders representing at least two-thirds of the votes cast at the General Meeting either in person or by proxy);

·    following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by the Bidcos and Taliesin); and

·    following such sanction, the Scheme Court Order is delivered to the Registrar of Companies for registration.

As a consequence of Rule 16 of the Code, neither of the Investment Managers, Mark Smith (or his connected persons) nor Paul Luke may vote on the Resolution relating to the IM Transaction. Rule 16 of the Code provides that, except with the consent of the Panel, an offeror or persons acting in concert with it may not make any arrangements with shareholders and may not deal or enter into arrangements to deal in shares of the offeree company, or enter into arrangements which involve acceptance of an offer, either during an offer or when one is reasonably in contemplation, if there are favourable conditions attached which are not being extended to all shareholders.

The IM Transaction outlined in paragraph 12 above constitutes an arrangement with a Taliesin Shareholder made when the Acquisition was reasonably in contemplation and to which favourable conditions are attached which are not being extended to all Taliesin Shareholders.

For the purposes of Rule 16, the Panel has provided its consent to the IM Transaction subject to confirmation from Rothschild that the terms of the IM Transaction are fair and reasonable so far as Independent Taliesin Shareholders are concerned (which is set out in paragraph 12 above) and provided that the IM Transaction is approved by the Independent Taliesin Shareholders at the General Meeting. Such vote must be taken on a poll.

The Independent Taliesin Shareholders should note that completion of the Acquisition will be conditional upon passing of the Resolution at the General Meeting approving the IM Transaction, unless such condition is waived by the Bidcos with the consent of the Panel.

Upon the Scheme becoming Effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Taliesin Shares will cease to be valid and entitlements to Taliesin Shares held within the CREST system will be cancelled.

Any Taliesin Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Taliesin Shares issued after the Scheme Record Time (other than to the Bidcos and/or their nominees) to be automatically transferred to the Bidcos on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will avoid any person (other than the Bidcos and their nominees and the holders of the ZDP Shares) holding shares in the capital of Taliesin after the Effective Date.

If the Scheme does not become Effective on or before 31 May 2018 (or such later date as the Bidcos and Taliesin may, with the consent of the Panel, agree and, if required, the Court may approve), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Taliesin Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and in any event, within 28 days of this Announcement (unless the Panel agrees otherwise). Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the first quarter of 2018. An expected timetable of events will be included in the Scheme Document.

16.       Delisting

It is intended that an application will be made to the London Stock Exchange to cancel trading of the Taliesin Shares on AIM to take effect as of or shortly after the Effective Date.

The last day of dealings in Taliesin Shares on AIM is expected to be the business day immediately prior to the date of the Scheme Court Hearing and no transfers will be registered after 6.00 p.m. (London time) on that date.

17.       Disclosure of interests in Taliesin relevant securities

Except for the irrevocable commitments referred to in paragraph 6 above, as at the date of this Announcement neither the Bidcos, nor any director of either of the Bidcos, nor, as far as the Bidcos are aware, any person acting in concert (within the meaning of the Code) with the Bidcos:

·    has any interest in, or right to subscribe for, any relevant securities of Taliesin; nor

·    has any short position in relevant securities of Taliesin, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Taliesin; nor

·    has borrowed or lent any relevant securities of Taliesin or entered into any financial collateral arrangements relating to relevant securities of Taliesin; nor

·    is party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code in relation to relevant securities of Taliesin.

18.       Overseas shareholders

The availability of the Acquisition or the distribution of this Announcement to Taliesin Shareholders who are not resident in the United Kingdom or Jersey may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Taliesin Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Taliesin Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been published.

19.       Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on the business day following this Announcement, be published on Taliesin's website at www.taliesinberlin.com until the Effective Date:

·    this Announcement;

·    the irrevocable undertakings referred to in paragraph 6;

·    the Share Purchase Agreement relating to the IM Transaction referred to in paragraph 12;

·    the Confidentiality Agreement referred to in paragraph 14; and

·    the Cooperation Agreement referred to in paragraph 14.

The contents of Taliesin's website are not incorporated into and do not form part of this Announcement.

20.       General

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and the full terms and conditions to be set out in the Scheme Document when issued.

The Acquisition will be governed by Jersey law and will be subject to the jurisdiction of the Courts. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules, the FCA and the Registrar of Companies.

The bases and sources of certain information contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 4.

The Bidcos reserve the right (subject to the Panel's consent and to the terms of the Cooperation Agreement) to elect to implement the Acquisition by way of an Offer for the entire issued and to be issued ordinary share capital of Taliesin as an alternative to the Scheme. In such an event an Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in paragraph 5 of Part B of Appendix 1 of this Announcement.

If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received the Bidcos intend to: (i) make an application to the London Stock Exchange to cancel trading of Taliesin Shares from AIM; and (ii) exercise its rights to apply the provisions of Article 117 of the Companies Law to acquire compulsorily the remaining Taliesin Shares in respect of which the Offer has not been accepted.

 

Enquiries

The Blackstone Group International Partners LLP          Tel: + 44 (0) 207 451 4275

Andrew Dowler

 

 

 

 

Lazard (Financial Adviser to the Bidcos)                           Tel: +44 (0) 207 187 2000

Patrick Long
Will Lawes
Philip Chapman

 

Taliesin                                                                                   Tel: +44 (0) 15 3470 0000

Mark Smith

 

Rothschild (Financial Adviser to Taliesin)                         Tel: +44 (0) 207 280 5000

Robert Waddingham

 

Sam Green

 

Hannes Mungenast

 

Stockdale (Nomad and Broker to Taliesin)                         Tel: +44 (0) 207 601 6100

Robert Finlay

 

Owen Matthews

 

 

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 will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

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. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK or 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.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by the Bidcos and Taliesin contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Bidcos and Taliesin about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on the Bidcos and Taliesin, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although the Bidcos and Taliesin believe that the expectations reflected in such forward-looking statements are reasonable, the Bidcos and Taliesin can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which the Bidcos and Taliesin operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which the Bidcos and Taliesin operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither the Bidcos nor Taliesin, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the AIM Rules), neither the Bidcos nor Taliesin is under any obligation, and the Bidcos and Taliesin expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for the Bidcos or Taliesin, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidcos or Taliesin, as appropriate.

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.

In accordance with Rule 2.9 of the Code, Taliesin confirms that as at the date of this Announcement, it has in issue and admitted to trading on AIM 5,099,993 ordinary shares each of no par value (and holds no shares in treasury). The International Securities Identification Number (ISIN) of the ordinary shares is JE00B3B3WB31.

Publication on website

In accordance with Rule 26.1 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 these 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 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Taliesin Shareholders, persons with information rights and other relevant persons for the receipt of communications from Taliesin may be provided to the Bidcos during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Inside Information

This Announcement contains inside information. The person responsible for arranging the release of this Announcement on behalf of Taliesin is Mark Smith.

 

 

Appendix 1
Conditions and Certain Further Terms of the Scheme and the Acquisition

Part A. Conditions to the Scheme and Acquisition

The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Code, on or before 31 May 2018 or such later date (if any) as the Bidcos and Taliesin may, with the consent of the Panel, agree and (if required) the Court may approve.

Scheme approval

1.         The Scheme will be conditional upon:

a.   approval of the Scheme by a majority in number of the Scheme Shareholders representing not less than 75 per cent. of the voting rights held by the Scheme Shareholders (or the relevant class or classes thereof, if applicable) in each case present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meetings, provided that the Court Meeting may not be adjourned beyond the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date (if any) as the Bidcos and Taliesin may agree and the Court may allow);

b.   all resolutions necessary to approve and implement the Scheme as set out in the notice of the General Meeting (other than the Resolution to approve the IM Transaction referred to in sub-paragraph c below) being duly passed by the requisite majority at the General Meeting or at any adjournment thereof, provided that the General Meeting may not be adjourned beyond the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date (if any) as the Bidcos and Taliesin may agree and the Court may allow);

c.   the Resolution to approve the IM Transaction being duly passed by the requisite majority of the Independent Taliesin Shareholders at the General Meeting or at any adjournment thereof, provided that the General Meeting may not be adjourned beyond the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date (if any) as the Bidcos and Taliesin may agree and the Court may allow); and

d.   the sanction of the Scheme by the Court (without modification, or with modification on terms acceptable to the Bidcos and Taliesin), provided that the Scheme Court Hearing may not be adjourned beyond the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date (if any) as the Bidcos and Taliesin may agree and the Court may allow), and the delivery of the Scheme Court Order to the Registrar of Companies for registration.

In addition, the Bidcos and Taliesin have agreed that, subject as stated in Part B below and to the requirements of the Panel, the Acquisition will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

Regulatory clearances

2.         The merger control filing to the German Federal Cartel Office having been made in accordance with the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen) and merger control clearance from the German Federal Cartel Office having been received on terms reasonably satisfactory to the Bidcos (acting in accordance with the terms of the Cooperation Agreement) or any waiting periods having expired, lapsed or otherwise terminated in Germany.

General third party clearances

3.         Excluding filings, applications, obligations, notifications, waiting and other time periods, and clearances relating to antitrust or merger control (in respect of which only paragraph 2 above shall apply), all necessary filings or applications having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, any member of the Wider Taliesin Group, where the direct consequence of a failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be unlawful in any relevant jurisdiction.

4.         No Third Party having intervened (other than any Third Party having intervened in respect of antitrust or merger control (in respect of which only paragraph 2 above shall apply)) and there not continuing to be outstanding any statute, regulation or order of any Third Party (other than any statute, regulation or order of any Third Party relating to antitrust or merger control (in respect of which only paragraph 2 above shall apply)), in each case which would reasonably be expected to:

(a)        make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by the Bidcos or any member of the Wider Bidco Group of any shares or other securities in, or control or management of, Taliesin or any member of the Wider Taliesin Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or materially delay, the same or impose additional conditions or obligations with respect to the Scheme or the Acquisition or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Acquisition or such acquisition, or require amendment to the terms of the Scheme or Acquisition or the acquisition or proposed acquisition of any Taliesin Shares or the acquisition of control or management of Taliesin or the Wider Taliesin Group by the Bidcos or any member of the Wider Bidco Group;

(b)       materially limit or delay, or impose any material limitations on, the ability of any member of the Wider Bidco Group or any member of the Wider Taliesin Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Taliesin Group or any member of the Wider Bidco Group;

(c)        require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group of any shares or other securities in Taliesin or of all or any portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

(d)       except pursuant to Articles 116 to 118 and Article 121 of the Companies Law, require any member of the Wider Bidco Group or of the Wider Taliesin Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party;

(e)        materially limit the ability of any member of the Wider Bidco Group or of the Wider Taliesin Group to conduct or integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Bidco Group or of the Wider Taliesin Group; or

(f)        otherwise materially adversely affect, any or all of the business, assets, profits, financial or trading position of any member of the Wider Taliesin Group or of the Wider Bidco Group.

Certain matters arising as a result of any arrangement, agreement, etc.

5.         Except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Taliesin Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject, which, in each case as a consequence of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, Taliesin or any other member of the Wider Taliesin Group by any member of the Wider Bidco Group or otherwise, would be expected to result in (in any case, to an extent which would reasonably be expected to be  material and adverse in the context of the Taliesin Group taken as a whole):

(a)        any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Taliesin Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider Taliesin Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(b)       the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Taliesin Group;

(c)        any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Taliesin Group thereunder, being, or becoming capable of being, terminated or modified or affected or any action being taken or any obligation or liability arising thereunder;

(d)       any asset or interest of any member of the Wider Taliesin Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Taliesin Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Taliesin Group otherwise than in the ordinary course of business;

(e)        the creation of any liabilities (actual or contingent) by any member of the Wider Taliesin Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(f)        the rights, liabilities, obligations or interests of any member of the Wider Taliesin Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(g)        the financial or trading position or the value of any member of the Wider Taliesin Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would or would reasonably be expected to result in any of the events or circumstances which are referred to in paragraphs (a) to (g) of this Condition 5 in any case to an extent which would reasonably be expected to be material and adverse in the context of the Taliesin Group taken as a whole.

Certain events occurring since 31 December 2016

6.         Except as Disclosed, no member of the Wider Taliesin Group having, since 31 December 2016:

(a)        issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exercisable or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, in each case other than as between Taliesin and wholly-owned subsidiaries of Taliesin;

(b)       purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital in each case to an extent which is material and adverse in the context of the Wider Taliesin Group taken as a whole;

(c)        recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Taliesin or a wholly-owned subsidiary of Taliesin);

(d)       other than pursuant to the Acquisition (and except for transactions between Taliesin and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of Taliesin and transactions in the ordinary course of business) implemented, effected , authorised or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings in any such case to an extent which is material and adverse in the context of the Wider Taliesin Group taken as a whole or in the context of the Acquisition;

(e)        save for intra-Taliesin Group transactions, made or authorised any change in its loan capital other than in connection with ordinary course financing arrangements in any case to an extent which is material and adverse in the context of the Taliesin Group taken as a whole;

(f)        save for intra-Taliesin Group transactions, entered into, implemented or authorised the entry into of, any joint venture, asset or profit sharing arrangement, partnership or merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case, to an extent which is material and adverse in the context of the Wider Taliesin Group taken as a whole);

(g)        save in the ordinary course of business, issued or authorised the issue of, or made any change in or to, any debentures or (save for intra-Taliesin Group transactions) incurred or increased any indebtedness or liability (actual or contingent) which in any case is material and adverse in the context of the Wider Taliesin Group taken as a whole;

(h)        entered into, varied or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(A)       is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude (save in the ordinary course of business); or

(B)       is likely to materially restrict the business of any member of the Wider Taliesin Group other than to a nature and extent which is normal in the context of the business concerned,

and, in either case, which is or would reasonably be expected to be material and adverse in the context of the Wider Taliesin Group taken as a whole;

(i)         (other than in respect of a member which is dormant or which is solvent at the relevant time) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding-up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case is material in the context of the Wider Taliesin Group taken as a whole;

(j)        been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business to an extent which is material in the context of the Wider Taliesin Group taken as a whole;

(k)       other than in respect of claims between Taliesin and wholly owned subsidiaries of Taliesin, waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Taliesin Group taken as a whole;

(l)         made any alteration to its memorandum or articles of association (in each case, other than in connection with the Scheme) which is material in the context of the Acquisition;

(m)       (except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation) made or agreed or consented to:

(A)       any material change to:

(i)      the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependents; or

(ii)      the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; or

(iii)     the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

(iv)     the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made,

in each case, which is material in the context of the Wider Taliesin Group taken as a whole,

(B)       any change to the trustees including the appointment of a trust corporation;

(n)  entered into or materially varied the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement, commitment, transaction or arrangement with any director or senior executive which is material and adverse in the context of the Acquisition or which would reasonably be expected to have a material adverse effect on the financial position of the Wider Taliesin Group;

(o)       proposed, agreed to provide or materially modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Taliesin Group in each case which is material and adverse in the context of the Wider Taliesin Group taken as a whole; and

(p)       on or after the date of this Announcement, and other than with the consent of the Bidcos, no action having been taken or proposed by any member of the Wider Taliesin Group which requires or would require the approval of Taliesin Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code.

No adverse change, litigation or regulatory enquiry

7.         Except as Disclosed, since 31 December 2016:

(a)        there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit or prospects of any member of the Wider Taliesin Group which in any case is material and adverse in the context of the Wider Taliesin Group taken as a whole;

(b)       no contingent or other liability of any member of the Wider Taliesin Group having arisen or become apparent or increased which in any case is or would reasonably be expected to be material and adverse in the context of the Wider Taliesin Group taken as a whole;

(c)        (other than as a result of or in connection with the Acquisition), no litigation, arbitration proceedings, prosecution or other legal or regulatory proceedings to which any member of the Wider Taliesin Group is or may become a party (whether as plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Taliesin Group having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Taliesin Group which in any such case is or would reasonably be expected to be material and adverse in the context of the Wider Taliesin Group taken as a whole;

(d)       no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Taliesin Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider Taliesin Group taken as a whole; and

(e)        no member of the Wider Taliesin Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider Taliesin Group taken as a whole.

No discovery of certain matters

8.         Except as Disclosed, the Bidcos not having discovered:

(a)        that any financial or business or other information concerning the Wider Taliesin Group disclosed at any time by or on behalf of any member of the Wider Taliesin Group, whether publicly, to any member of the Wider Bidco Group or to any of their advisers or otherwise, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading, in each case to an extent which is material in the context of the Wider Taliesin Group taken as a whole;

(b)       that any member of the Wider Taliesin Group is subject to any liability (actual or contingent) which is material in the context of the Wider Taliesin Group taken as a whole;

(c)        any past or present member of the Wider Taliesin Group has not complied in all material respects with all applicable legislation or regulations of any jurisdiction relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non-compliance by any person with any legislation or regulations and wherever the same may have taken place), which non- compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) or cost on the part of any member of the Wider Taliesin Group, which in any case is material in the context of the Wider Taliesin Group as a whole; or

(d)       there is any material liability (actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by of any past or present member of the Wider Taliesin Group under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction, which in any case is material in the context of the Wider Taliesin Group taken as a whole.

Anti-corruption, sanctions and criminal property

9.         Except as Disclosed, the Bidcos not having discovered that:

(a)        any:

(A)       past or present member, director, officer or employee of the Wider Taliesin Group; or

(B)       person that performs or has performed services on behalf of the Wider Taliesin Group,

has at any time engaged in an activity, practice or conduct which would constitute an offence under the UK Bribery Act 2010, the US Foreign Practices Act of 1977 or any other applicable anti- corruption legislation;

(b)       any material asset of any member of the Wider Taliesin Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(c)        any past or present member, director, officer or employee of the Wider Taliesin Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, or made any payments or assets available to or received any funds or asset from:

(A)       any government, entity, or individual with which US or European Union persons (or persons operating in those territories) are prohibited from engaging in activities, doing business or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs; or

(B)       any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states; or

(d)       a member of the Taliesin Group has engaged in a transaction which would cause the Bidco Group to be in breach of any law or regulation on completion of the Acquisition, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs or any government, entity or individual targeted by any of the economic sanctions of the United Nations, United States or the European Union or any of its member states.

10.       For the purpose of these Conditions:

(a)        Third Party means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority, court, trade agency, association, institution or professional or environmental body in any relevant jurisdiction, including, for the avoidance of doubt, the Panel; and

(b)       a Third Party shall be regarded as having "intervened" if it has given notice to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly.

Part B. Certain further terms of the Scheme and the Acquisition

1.         Conditions 2 to 9 (inclusive) must be fulfilled, be determined by the Bidcos to be or remain satisfied or (if capable of waiver) be waived prior to the commencement of the Scheme Court Hearing, failing which the Scheme will lapse.

2.         Notwithstanding the paragraph above, subject to paragraph (4) below and subject to the requirements of the Panel, the Bidcos reserve the right in their sole discretion to waive all or any of Conditions 2 to 9 (inclusive), in whole or in part and to proceed with the Scheme Court Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions 2 to 9 (inclusive).

3.         The Bidcos shall be under no obligation under the terms and Conditions of the Acquisition to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 2 to 9 (inclusive) by a date earlier than the latest date specified in paragraph 1 above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

4.         Subject to the consent of the Panel, the Bidcos reserve the right in their sole discretion to waive (if capable of waiver) paragraph (c) of Condition 1 relating to the approval of the Independent Taliesin Shareholders of the IM Transaction.

5.         The Bidcos reserve the right to elect to implement the Acquisition by way of a takeover offer (as defined in Article 116 of the Companies Law), subject to the Panel's consent and (while the Cooperation Agreement is continuing) to the terms of the Cooperation Agreement. In such event, such Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation and for so long as the Cooperation Agreement is continuing) an acceptance condition set at 75 per cent. of the shares to which the Offer relates (or such lesser percentage, as the Bidcos may decide with the consent of the Panel) so far as applicable, as those which would apply to the Scheme.

6.         Under Rule 13.5(a) of the Code, the Bidcos may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to the Bidcos in the context of the Acquisition. The Conditions contained in paragraph 1 above and, if applicable, any acceptance condition if the Offer is implemented by means of a takeover offer, are not subject to this provision of the Code.

7.         If the Panel requires the Bidcos to make an offer for Taliesin Shares under the provisions of Rule 9 of the Code, the Bidcos may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

8.         The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the AIM Rules and the provisions of the Code.

9.         The Bidcos may not invoke any of the Conditions, other than the Conditions set out in paragraph 2 to 4 (inclusive) of Part A of this Appendix 1, as a result of: (A) any failure by the Bidcos or Taliesin to (i) make any filing or application to any relevant Regulatory Authority; (ii) obtain any authorization, order, recognition, grant, consent, licence, confirmation, clearance, permission or approval from any Regulatory Authority; or (iii) comply with any statutory or regulatory obligation in any jurisdiction, in each case in respect of the Acquisition or its implementation; or (B) any Regulatory Authority having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or having enacted, made or proposed any statute, regulation, decision or order, or having taken any other step under the laws of any jurisdiction in respect of the Acquisition, or any waiting or other applicable time period for any of the foregoing not having expired; or (C) any effects of or facts, matters, events or circumstances arising directly as a result of any of the foregoing.

10.       Taliesin Shares will be acquired by the Bidcos fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or paid after the date of this Announcement. If after the date of this Announcement and prior to the Effective Date, any dividend and/or other distribution and/or other return of value is declared, made or paid in respect of Taliesin Shares, the Bidcos shall be entitled to reduce the amount of consideration payable for such Taliesin Shares under the terms of the Acquisition by an amount equivalent to such dividend, other distribution or return of value. If any such dividend and/or other distribution and/or other return of capital occurs, any reference to this Announcement to the Offer Price shall be deemed to be a reference to the Offer Price as so reduced.

11.       This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and any proxies will be governed by Jersey law and be subject to the jurisdiction of the Courts. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange, the AIM Rules, the FCA and the Registrar of Companies.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

 

 

Appendix 2
Bases and Sources

1.         The offer value of approximately €260 million is based on:

a.   A value of €51 per Taliesin Share

b.   5,099,993 Taliesin Shares in issue on 19 December 2017 (being the last business day before the date of this Announcement)

2.         Unless otherwise stated, all prices and closing prices for the Taliesin Shares are closing middle market prices derived from the London Stock Exchange Daily Official List

3.         The financial information relating to Taliesin is extracted (without adjustment) from the unaudited financial statements of Taliesin for the period to 30 June 2017 prepared in accordance with IFRS

4.         The volume-weighted average prices are derived from Bloomberg data and based on the volume-weighted intra-day volume-weighted average price, calculated using Taliesin's historical trading in pounds sterling

5.         Unless otherwise stated, the exchange rate used to convert between pounds sterling and euros is £1.00:€1.1295 being the Bloomberg price at 5pm GMT on 19 December 2017 (being the last business day before the date of this Announcement)

6.         The premium calculations to the price per Taliesin Share have been calculated by reference to:

a.   the closing price of €46.31 per Taliesin Share on 19 December 2017 (being the last business day before the date of this Announcement);

b.   the volume-weighted average price of €44.15 per Taliesin Share for the three-month period ended 19 December 2017 (being the last business day before the date of this Announcement);

c.   the volume-weighted average price of €42.58 per Taliesin Share for the twelve-month period ended 19 December 2017 (being the last business day before the date of this Announcement); and

d.   the last reported Adjusted NAV as at 30 June 2017 of €44.14 per Taliesin Share

 

 

Appendix 3
Details of Irrevocable Undertakings

Taliesin Director undertakings

The following Taliesin Directors, who hold Taliesin Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following Taliesin Shares:

Name

Number of Taliesin Shares

Percentage of Taliesin Shares

Mark Smith(1)

124,720

2.4

Nigel Le Quesne

5,200

0.1

(1) The irrevocable undertaking from Mark Smith is in respect of himself and certain of his connected persons and does not extend to voting in favour of the Resolution to approve the IM Transaction

Taliesin Shareholder undertakings

The following Taliesin Shareholders have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following Taliesin Shares:

Name

Number of Taliesin Shares

Percentage of Taliesin Shares

Taliesin Management Limited ("TML")(2)

680,897

13.4

Seumas Dawes

621,595

12.2

JJ Investment Management Limited ("JJIM")(2)

473,584

9.3

Georges Saier

236,900

4.6

Michael and Felicity Milbourn(3)

210,160

4.1

Julian Adams(4)

189,500

3.7

Paul Luke(2)

97,980

1.9

(2)  The irrevocable undertakings from TML, JJIM and Paul Luke do not extend to voting in favour of the Resolution to approve the IM Transaction

(3)  The irrevocable undertakings from Michael and Felicity Milbourn would also cover a further 1,750 Taliesin Shares in the event that such Taliesin Shares are not sold prior to the Court Meeting

(4) The irrevocable undertaking from Julian Adams is in respect of himself and certain of his connected persons

The undertakings from the Taliesin Directors and the Taliesin Shareholders named above will cease to be binding only if (i) the Panel consents to the Bidcos not proceeding with the Acquisition; (ii) the Scheme Document is not dispatched to Taliesin Shareholders within 28 days (or such longer period as may be agreed between Taliesin and the Panel) of this Announcement; or (iii) the Scheme or Offer lapses or is withdrawn and no new, revised or replacement Scheme or Offer is announced in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time. The undertakings will remain binding in the event that a higher competing offer for Taliesin is made.
 

Appendix 4
Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise.

"", "EUR" or "Euros"

the lawful currency of the European Union

"Acquisition"

the direct or indirect acquisition of the entire issued ordinary share capital of Taliesin by the Bidcos (other than Taliesin Shares already held by the Bidcos, if any) to be implemented by way of the Scheme or by way of the Offer

"Adjusted NAV"

the IFRS NAV excluding gross deferred tax liabilities

"AIM"

the market of that name operated by the London Stock Exchange

"AIM Rules"

the rules and regulations made by the London Stock Exchange applicable to companies listed on AIM and dated 3 July 2016 (as amended from time to time)

"Announcement"

this announcement made pursuant to Rule 2.7 of the Code

"Articles"

the articles of association of Taliesin from time to time

"Bidco Group"

the Bidcos, their subsidiaries and their subsidiary undertakings from time to time

"Bidco 1"

Wren Bidco Limited, a company incorporated in Jersey

"Bidco 2"

Canary Bidco Limited, a company incorporated in Jersey

"Blackstone Funds"

(i) Blackstone Property Partners Europe L.P.; and

(ii) Blackstone Property Partners Europe F L.P.; and

(iii) Blackstone Property Partners International - A II AIV L.P.

"Blackstone"

The Blackstone Group L.P., together with its affiliates, as the context may require

"business day"

any day (excluding any Saturday or Sunday or any public holiday) on which banks in the City of London and Jersey are generally open for business

"Code"

the City Code on Takeovers and Mergers

"Companies Law"

Companies (Jersey) Law 1991, as amended

"Conditions"

the conditions to the implementation of  the Acquisition (including the Scheme) as set out in Appendix 1 to this Announcement and to be set out in the Scheme Document

"Confidentiality Agreement"

the confidentiality agreement entered into between The Blackstone Group International LLP, on behalf of the Bidcos, and Taliesin dated 18 May 2017, a summary of which is set out in paragraph 14 of this Announcement

"Cooperation Agreement"

the agreement entered into between the Bidcos and Taliesin dated 20 December 2017, a summary of which is set out in paragraph 14 of this Announcement

"Court Meeting"        

means the meeting or meetings of holders of Scheme Shares which are in issue at the Scheme Voting Record Time or of any class or classes thereof to be convened by order of the Court to consider and, if thought fit, to approve the Scheme (with or without amendment) and any adjournment thereof

"Court"

means the Royal Court of Jersey

"CREST"        

the operator's system (as defined in the Companies (Uncertificated Securities) (Jersey) Order 1999) in respect of which Euroclear UK & Ireland Limited is the authorised operator (as defined in such Order) in accordance with which securities may be held and transferred in uncertificated form

"Daily Official List"

the daily official list of the London Stock Exchange

"Dealing Disclosure"

an announcement pursuant to Rule 8 of the Code containing details of dealings in interests in relevant securities of a party to an offer

"Disclosed"

(a)       information disclosed by, or on behalf of, Taliesin:

(i)         in Taliesin's annual report and accounts for the year ended 31 December 2016 or in its half- yearly report for the six months ended 30 June 2017; or

(ii)        in this Announcement; or

(b)       fairly disclosed prior to the date of this Announcement by or on behalf of Taliesin to the Bidcos (or its respective officers, employees, agents or advisers in their capacity as such);

(c)       or

(d)       as otherwise publicly announced by Taliesin prior to the date of this Announcement (by the delivery of an announcement to Regulatory Information Service)

"Effective Date"

the date upon which the Acquisition becomes Effective

"Effective"

(a)        if the Acquisition is implemented by way of the Scheme, means the Scheme having become effective pursuant to its terms; or

(b)        if the Acquisition is implemented by way of an Offer, means the Offer having been declared or become unconditional in all respects in accordance with the requirements of the Code

"FCA

the Financial Conduct Authority

"Forms of Proxy"

the forms of proxy in connection with each of  the Court Meeting and the General Meeting, which shall accompany the Scheme Document

"General Meeting"

the general meeting of Taliesin Shareholders to be convened to consider and, if thought fit, to approve the Resolutions (with or without amendment) and any adjournment thereof

"IFRS"

International Financial Reporting Standards

"IM Transaction"

the acquisition of each of Taliesin Management Limited and JJ Investment Management Limited by the Bidcos pursuant to a share purchase agreement entered into between the Bidcos, Mark Smith and certain other sellers

"Independent Taliesin Shareholders"

the Taliesin Shareholders excluding the Investment Managers, Mark Smith (and his connected persons) and Paul Luke

"Independent Voting Share Capital"

the issued share capital of Taliesin held by Independent Taliesin Shareholders

"Lazard"

Lazard & Co., Limited

"London Stock Exchange"

London Stock Exchange plc, together with any successor thereto

"Offer Price"

51 Euros for each Scheme Share

"Offer"

if (subject to the consent of the Panel) the Bidcos elect to effect the Acquisition by way of a takeover offer, the offer to be made by or on behalf of the Bidcos to acquire the issued and to be issued ordinary share capital of Taliesin on the terms and subject to the conditions set out in the related offer document

"Panel"

the Panel on Takeovers and Mergers

"Registrar of Companies"

the Registrar of Companies in Jersey

"Regulatory Authority"

any central bank, ministry, governmental, quasigovernmental (including the European Union), supranational, statutory, regulatory or investigative body or authority (including any national or supranational antitrust or merger control authority, any sectoral ministry or regulator and any foreign investment review body), national, state, municipal or local government (including any subdivision, court, administrative agency or commission or other authority thereof), any entity owned or controlled by them, any private body exercising any regulatory, taxing, importing or other authority, trade agency, association, institution or professional or environmental body in any jurisdiction

"Regulatory Condition"

the anti-trust  Condition  set  out in paragraph 2 of Appendix 1

"Regulatory Information Service"

any information service authorised from time to time  by the FCA for the purpose of disseminating regulatory announcements

"Resolutions"

the resolution(s) to be proposed at the General Meeting necessary to implement the Scheme, including, amongst other things, (i) an ordinary resolution to approve the IM Transaction and (ii) a resolution to amend the Articles by the adoption and inclusion of a new article under which any Taliesin Shares issued or transferred after the General Meeting shall either be subject to the Scheme or (after the Effective Date) shall be immediately transferred to the Bidcos (or as they may direct) in exchange for the same consideration as is due under the Scheme

"Restricted Jurisdictions"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Taliesin Shareholders in that jurisdiction

"Rothschild"

N. M. Rothschild & Sons Limited

"Scheme"

the scheme of arrangement proposed to be made under Article 125 of the Companies Law between Taliesin and the Scheme Shareholders, the terms of which are to be set out in the Scheme Document, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Taliesin and the Bidcos

"Scheme Court Hearing"

the hearing of the Court to sanction the Scheme  under Article 125 of the Companies Law

"Scheme Court Order"

the order of the Court sanctioning the Scheme  under Article 125 of the Companies Law

"Scheme Document"

the document to be sent to (among others) Taliesin Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme, the explanatory statement required by Article 125 of the Companies Law and containing the notices convening the Court Meeting and General Meeting

"Scheme Record Time"

the time and date specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately prior to the Effective Date

"Scheme Shareholders"

registered holders of Scheme Shares

"Scheme Shares"

(i) the existing Taliesin Shares in issue as at the date of the Scheme Document;

(ii) any Taliesin Shares issued after the date of the Scheme Document and prior to the Scheme Voting Record Time; and

(iii) any Taliesin Shares issued on or after the Scheme Voting Record Time but before the Scheme Record Time, either on terms that the original or any subsequent holders thereof shall be bound by the Scheme or in respect of which the holders thereof shall have agreed in writing to be bound by the Scheme

"Scheme Voting Record Time"

the time and date specified as such in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, which is expected to be 6.00 pm on the day which is two days before the date of the Court Meeting (or any adjournment thereof)

"Sophia Transaction"

the acquisition of Sophia Holdings Limited by the Bidcos pursuant to a share purchase agreement entered into between the Bidcos and JTC Trustees Limited

"Substantial Interest"

a direct or indirect interest in 20 per cent. or more of the voting equity share capital of an undertaking

"United States of America", "United States" or "US"

the United States of America, its territories and possessions, any state of the United States and the District of Columbia

"US Exchange Act"

the United States Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (as amended)

"US Holders"

holders of Taliesin Shares ordinarily resident in the US or with a registered address in the US, and any custodian, nominee or trustee holding Taliesin Shares for persons in the US or with a registered address in the US

"Wider Bidco Group"

the Bidcos and their respective subsidiaries, subsidiary undertakings and associated undertakings, and any other undertaking (including any joint venture, partnership, firm or company) in which any Bidco and/or such undertakings (aggregating their interests) have a Substantial Interest

"Wider Taliesin Group"

Taliesin and its subsidiaries, subsidiary undertakings and associated undertakings and any other undertaking (including any joint venture, partnership, firm or company) in which Taliesin and/or such undertakings (aggregating their interests) have a Substantial Interest

"Taliesin Directors"

the directors of Taliesin

"Taliesin Group"

Taliesin and its subsidiary undertakings

"Taliesin Shareholders"

the registered holders of Taliesin Shares from time to time

"Taliesin Shares"

ordinary shares of no par value in the capital of Taliesin

"Taliesin"

Taliesin Property Fund Limited

"ZDP Shares"

zero dividend preference shares of no par value in the capital of Taliesin

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "undertaking", "associated undertaking" and "equity share capital" have the meanings given by the UK Companies Act 2006.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement. All references to time in this Announcement are to London time unless otherwise stated.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.


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