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Telford Homes PLC (TEF)

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Friday 12 July, 2019

Telford Homes PLC

Publication and Posting of Scheme Document

RNS Number : 3076F
Telford Homes PLC
12 July 2019
 

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

THE SCHEME DOCUMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO.596/2014

FOR IMMEDIATE RELEASE

12 July 2019

RECOMMENDED CASH ACQUISITION

of

Telford Homes Plc

by

CBRE Group, Inc.

to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document

 

On 3 July 2019, the board of CBRE Group, Inc. ("CBRE") and Telford Homes Plc ("Telford Homes") announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued share capital of Telford Homes by CBRE (or at CBRE's election, one or more direct or indirect wholly-owned subsidiaries of CBRE), (the "Acquisition").

The Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme").

Telford Homes is pleased to announce that the scheme document containing, amongst other things, the full terms and conditions of the Acquisition (the "Scheme Document"), together with the related Forms of Proxy, was published yesterday and made available on the Company's website as well as being posted to Telford Homes Shareholders and, for information only, to persons with information rights and participants in the Telford Homes Share Plans.

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

Capitalised terms in this announcement, unless otherwise defined, have the meaning given to them in the Scheme Document.

The Scheme Document contains, among other things, a letter from the Chairman of Telford Homes, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, the full terms and conditions of the Acquisition and notices of the Court Meeting and the General Meeting necessary to implement the Scheme.  In order to become effective, the Scheme requires, among other things, the approval of a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares. In addition, a special resolution implementing the Scheme must be passed by Telford Homes Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

Notice of Shareholder Meetings

The Court Meeting and the General Meeting will be held at the offices of Reed Smith LLP, the Broadgate Tower, 20 Primrose Street, London, EC2A 2RS on 6 August 2019.  The Court Meeting will commence at 10.00 a.m. and the General Meeting at 10.15 a.m. (or, if later, as soon as the Court Meeting has been concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document, and Forms of Proxy for use at such Meetings are enclosed with the Scheme Document.

Action required

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. You are therefore strongly urged to complete and return both your Forms of Proxy or transmit a proxy instruction (either electronically or through CREST) as soon as possible and, in any event, by no later than 10.00 a.m. on 2 August 2019 and by no later than 10.15 a.m. on 2 August 2019, in the case of the General Meeting.

Holders of Telford Homes Shares should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme. 

The Scheme Document contains an expected timetable of principal events relating to the Scheme which is set out as follows (the following dates are indicative only and subject to change and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived):

Event

Date

Latest time for lodging Forms of Proxy for:

Court Meeting (BLUE form)

General Meeting (WHITE form)

 

10.00 a.m. on 2 August 2019

10.15 a.m. on 2 August 2019

Voting Record Time

close of business on 2 August 2019

Court Meeting

10.00 a.m. on 6 August 2019

General Meeting

10.15 a.m. on 6 August 2019

The following dates are indicative only and subject to change 

 

Court Hearing Date

A date expected to be in the third quarter of 2019, subject to EU Merger Clearance ("D")

Last day of dealings in, and for registration of transfers of Telford Homes Shares and disablement of Telford Homes Shares in CREST

D+1 Business Day

Suspension of dealings in Telford Homes Shares on AIM

close of business on D+1 Business Day

Scheme Record Time

close of business on D+2 Business Days

Effective Date

D+3 Business Days

Cancellation of admission to trading of Telford Homes Shares to AIM

no later than 8.00 a.m. on the Business Day after the Effective Date

Latest date for despatch of cheques and crediting of CREST accounts for cash consideration due under the Scheme

14 days after the Effective Date

Long Stop Date

3 December 2019

 

Publication of the Scheme Document

The Scheme Document and the documents required to be published by Rule 26 of the Takeover Code are available subject to certain restrictions relating to persons residing in Restricted Jurisdictions, on CBRE's website at https://www.cbre.co.uk and on Telford Homes' website at www.telfordhomes-ir.london and will be until the end of the Acquisition.

Enquiries:

CBRE

 

Jim Groch, Global Group President and Chief Investment Officer

Cash Smith, Global Head, M&A

Emma Giamartino, Americas Head, M&A

Steve Iaco, Senior Managing Director Corporate Communications

Brad Burke, Head of Investor Relations

+1 215 921 7474

+1 704 331 1297

+1 215 921 7476

+1 212 984 6535

+1 215 921 7436

J.P. Morgan (Financial Adviser to CBRE)

 

John Witherspoon

Dwayne Lysaght

Bronson Albery

Tara Morrison

+44(0) 207 742 4000

+44(0) 207 742 4000

+44(0) 207 742 4000

+44(0) 207 742 4000

Telford Homes


Andrew Wiseman, Chairman

Jon Di-Stefano, Chief Executive Officer

+44 (0)1992 809 800

+44 (0)1992 809 800

Rothschild & Co (Financial Adviser to Telford Homes)


Alex Midgen

Peter Everest

+44 (0)20 7280 5000

+44 (0)20 7280 5000

Shore Capital (Nomad and Joint Broker to Telford Homes)

 

Dru Danford

Patrick Castle

+44 (0)20 7408 4090

+44 (0)20 7408 4090

 

Peel Hunt (Joint Broker to Telford Homes)

 

Charles Batten

Capel Irwin

+44 (0) 20 7418 8900

+44 (0) 20 7418 8900

Buchanan (PR Adviser to Telford Homes)

 

Henry Harrison-Topham

Victoria Hayns

Steph Watson

+44 (0) 20 7466 5000

+44 (0) 20 7466 5000

+44 (0) 20 7466 5000

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. 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.

This Announcement has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA") ("J.P. Morgan") is acting as financial adviser exclusively for CBRE and the CBRE Acquisition Co and no one else in connection with the Scheme and other matters described in this Announcement and will not regard any other person as its client in relation to the Scheme and other matters described in this Announcement and will not be responsible to anyone other than CBRE and the CBRE Acquisition Co for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Scheme and other matters described in this Announcement or any other matter or arrangement referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the Scheme and other matters described in this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the Scheme and other matters described in this Announcement.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited (together "Shore Capital"), which are authorised and regulated in the United Kingdom by the FCA are acting exclusively for Telford Homes and for no one else in connection with the Scheme and other matters described in this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the Scheme and other matters described in this Announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the Scheme and other matters described in this Announcement and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the Scheme and other matters described in this Announcement.

Overseas persons

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by CBRE and/or the CBRE Acquisition Co or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Telford Homes Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.  The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the AIM Rules.

This Announcement does not constitute a prospectus or prospectus equivalent document.

From April 2019, a charge to UK taxation on chargeable gains can arise for non-UK resident investors on the sale of shares in companies deriving their value from UK land. There are exemptions that can apply, including where the company's land assets are held for trading purposes and not as investments. Non-UK resident Telford Homes Shareholders should take their own advice from an appropriate independent tax adviser in this regard.

ADDITIONAL INFORMATION FOR US INVESTORS

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US under the US Exchange Act. The financial information included in this Announcement or that may be included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If CBRE and/or the CBRE Acquisition Co were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by CBRE and/ or the CBRE Acquisition Co and no one else.  Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

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 will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local income tax laws. Each US holder of Telford Homes Shares is urged to consult his independent professional adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to him as well as any consequences arising under the laws of any other taxing jurisdiction.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Telford Homes is located in a country other than the US, and all of its officers and directors are 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 consistent with Rule 14e-5(b) under the US Exchange Act, CBRE, the CBRE Acquisition Co, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Telford Homes outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company; and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the 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.

No Profit Forecasts, Estimates or Quantified Benefits Statements

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

Forward Looking Statements

This Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Acquisition, and other information published by CBRE and Telford Homes contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of CBRE and Telford Homes. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Telford Homes, and/or CBRE, in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. 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 and the factors described in the context of such forward-looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given by Telford Homes and CBRE that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Telford Homes nor CBRE assumes any obligation and Telford Homes and CBRE disclaim any intention or obligation, to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or regulation (including under the AIM Rules and the Disclosure Guidance and Transparency Rules of the FCA).

THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER CBRE NOR TELFORD HOMES, 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.

This announcement is available on Telford Homes' website at www.telfordhomes-ir.london.

 

 


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