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Taliesin Prop Fd Ltd (TPFZ)

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Friday 09 March, 2018

Taliesin Prop Fd Ltd

Offer to buy-back ZDP shares

RNS Number : 2462H
Taliesin Property Fund Limited
09 March 2018
 

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

9 March 2018

TALIESIN PROPERTY FUND LIMITED

(LEI: 213800CDZPN11C1WNP20)

 (incorporated and registered in Jersey with registered number 91744)

offer to buy-back ZDP Shares

Offer to buy-back ZDP Shares

Taliesin Property Fund Limited ("Taliesin") announces the offer (the "Offer") to buy-back the zero dividend preference shares of no par value in the Capital of Taliesin (the "ZDP Shares") at a price of 138.24p per ZDP Share.

Background to the Offer

On 26 February 2018 all of the ordinary shares of no par value in the Company were acquired by Wren Bidco Limited and Canary Bidco Limited (being newly incorporated companies owned by entities advised by affiliates of The Blackstone Group L.P.) by means of a Court-sanctioned scheme of arrangement (the "Scheme") under Article 125 of the Companies LawThe ZDP Shares did not form part of the Scheme but now that it has been completed, the Company 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.

Further details of the Offer

Under the terms of the Offer, the ZDP shareholders who accept the Offer will receive 138.24p per ZDP Share.

The Offer is being implemented by way of an off market repurchase of ZDP Shares and a circular explaining the Offer and the procedures for acceptance is being sent to the holders of ZDP Shares on 9 March 2018.

The purchase of any ZDP Shares pursuant to the Offer is conditional on the members of the Taliesin Board who approve any purchases of ZDP Shares being able to make the necessary 12 month solvency statement as required by the Companies Law.

Any ZDP Shares that are purchased pursuant to the Offer will be cancelled.

The holders of ZDP Shares are not obliged to accept the Offer and if the holders of ZDP Shares do not accept the Offer, the ZDP Shares will continue to be subject to redemption in due course. Under the Articles, Taliesin is required to redeem all the outstanding ZDP Shares on or within 14 days before 30 September 2018. On redemption of the ZDP Shares in accordance with the Articles, the holders of ZDP Shares will receive 144.28p per ZDP Share.

The expected timetable of events is set out in an Appendix to this Announcement.

Capitalised terms and expressions used in this announcement (but not otherwise defined herein) have the same meanings as set out in the document relating to the Scheme dated 18 January 2018 (the "Scheme Document").

Enquiries:

Taliesin

 

Nigel Anthony Le Quesne

Tel: +44 (0) 15 3470 0000

The Blackstone Group International Partners LLP

 

Andrew Dowler

Tel: + 44 (0) 207 451 4275

Lazard (Financial Adviser to the Bidcos)

 

Patrick Long

Will Lawes

Philip Chapman

Tel: +44 (0) 207 187 2000

 

 

Appendix

Expected timetable of principal events

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

Event

Expected time/date

Publication of this document

9 March 2018

Latest time for lodging Forms of Acceptance/settlement of TTE Instructions

1.00pm (London time) on 10 April 2018

Date on which all acceptances of the Buyback Offer are deemed effective

10 April 2018

Settlement Date for payment of consideration to ZDP Shareholders who accept the Buyback Offer

24 April 2018

 

 


This information is provided by RNS
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