RNS Number:5587S
Castle Bidco Limited
08 March 2007
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
Castle Bidco reserves the right, with the consent of the Takeover Panel, to
implement the acquisition of Crest Nicholson by way of a takeover offer under
the Takeover Code
8 March 2007
RECOMMENDED PROPOSALS FOR THE ACQUISITION
of
CREST NICHOLSON PLC
by
CASTLE BIDCO LIMITED
to be effected
by means of a Scheme of Arrangement
Summary
* The boards of Castle Bidco and Crest Nicholson are pleased to announce
that they have reached agreement on the terms of a recommended acquisition by
Castle Bidco of the entire issued and to be issued share capital of Crest
Nicholson (other than that already owned by Castle Bidco) for 620 pence per
Crest Nicholson Share in cash.
* The terms of the Acquisition value the entire issued and to be issued
share capital of Crest Nicholson at approximately #715 million. A Loan Note
Alternative will, subject to the terms and conditions which will be set out in
the Scheme Circular and the Form of Election, also be made available to Crest
Nicholson Shareholders (other than any Loan Note Restricted Overseas Person).
* Crest Nicholson will also pay an interim dividend of 9.7 pence per
Crest Nicholson Share in respect of the six month period ended 31 October 2006
to Crest Nicholson Shareholders whose names appear on the register as at
9 March 2007. This Interim Dividend will be paid on 10 April 2007.
* If the Scheme becomes effective, Crest Nicholson Shareholders (other
than Castle Bidco, whose Crest Nicholson Shares are not subject to the Scheme
and who will only therefore receive the Interim Dividend) will therefore
receive, in aggregate, 629.7 pence per Crest Nicholson Share.
* This aggregate price per Crest Nicholson Share represents a premium
of:
- 18.5 per cent. to 531.3 pence per Crest Nicholson Share, being the average
Closing Price over the six month period to 9 November 2006; and
- 10.2 per cent. to 571.5 pence per Crest Nicholson Share, being the Closing
Price on 9 November 2006,
being the last Business Day prior to the date on which Crest Nicholson made an
announcement noting receipt of an approach from a third party regarding a
possible offer for Crest Nicholson.
The aggregate price per Crest Nicholson Share also represents:
- 2.4 times Crest Nicholson's published net asset value per issued Crest
Nicholson Share as at 31 October 2006; and
- a price earnings ratio of 12.4 times based on Crest Nicholson's fully diluted
earnings per share for the financial year ended 31 October 2006.
* Castle Bidco is a company that has been formed for the purposes of the
Acquisition. Castle Bidco is indirectly owned by Bank of Scotland (through its
wholly-owned subsidiary, Uberior) and West Coast Capital (through Pacific Shelf
1410 which it indirectly wholly owns).
* The Acquisition is proposed to be effected by means of a Scheme of
Arrangement under section 425 of the Companies Act, subject to the requisite
Court and Crest Nicholson Shareholder approvals being obtained.
* The Crest Nicholson Board unanimously recommend the Acquisition and
that Crest Nicholson Shareholders vote in favour of the resolutions to be
proposed at the Court Meeting and at the EGM.
* The Crest Nicholson Board, which has been so advised by the Company's
financial adviser, Dresdner Kleinwort, considers the terms of the Acquisition to
be fair and reasonable. In giving its advice to the Crest Nicholson Board,
Dresdner Kleinwort has taken into account the commercial assessments of the
Crest Nicholson Directors. Accordingly, each of the Crest Nicholson Directors
who has any entitlement to Crest Nicholson Shares has irrevocably undertaken to
vote in favour of the resolutions to be proposed at the Court Meeting and at the
EGM in respect of their own beneficial holdings which, in aggregate, at the
Reference Date total 745,767 Crest Nicholson Shares (representing approximately
0.66 per cent. of the existing issued share capital of Crest Nicholson). All of
these irrevocable undertakings will continue to be binding if a Competing Offer
is made.
* Castle Bidco currently holds 26,310,243 Crest Nicholson Shares,
representing approximately 23.26 per cent. of the existing issued share capital
of Crest Nicholson. Castle Bidco is precluded from voting at the Court Meeting.
Crest Nicholson Shares held by Castle Bidco will not therefore count towards the
majority required at the Court Meeting to approve the Scheme. Castle Bidco is
not, however, precluded from voting at the EGM.
* Bank of Scotland has arranged and underwritten all the debt facilities
on behalf of Castle Bidco.
* Approval of the Acquisition will be sought from the Crest Nicholson
Shareholders at the Court Meeting and at the EGM. In order to become effective,
the Scheme must be approved at the Court Meeting by the passing of a resolution
by a majority in number of the Scheme Shareholders present and voting, either in
person or by proxy, representing not less than 75 per cent. in value of the
Crest Nicholson Shares that are voted by such Scheme Shareholders. In addition,
the Special Resolution must be passed by Crest Nicholson Shareholders
representing at least 75 per cent. of the votes cast at the EGM. Implementation
of the Scheme will also require the sanction of the Scheme by the Court.
* It is expected that the Scheme Circular will be posted to Crest
Nicholson Shareholders on or around 21 March 2007. The Court Meeting and the EGM
are expected to be held on 16 April 2007 and, subject to the requisite
Shareholder and Court approvals being obtained, it is expected that the Scheme
will become effective on 3 May 2007. All dates in this announcement which relate
to the implementation of the Scheme are, however, subject to the approval of the
Court and are therefore subject to change.
Commenting on the Acquisition, John Matthews, Chairman of Crest Nicholson, said:
"Crest Nicholson is proud of its track record of delivering shareholder value
and the Board believes that this deal with Castle Bidco delivers fair value to
shareholders. The Board also see it as a positive development for the business
and its prospects. Crest Nicholson has become one of the leading providers of
sustainable developments and is meeting the challenges of producing more
environmentally responsible housing. The Board believes that Castle Bidco's
support will help Crest Nicholson take further advantage of the significant
opportunities for the future growth of its regeneration, mixed use and
traditional house building businesses."
Commenting on the Acquisition, Jim McMahon, Director of Castle Bidco said:
"We are delighted that the Board of Crest Nicholson has unanimously recommended
our offer. Castle Bidco is excited about the acquisition of Crest Nicholson, a
company with a strong underlying business and market position in urban
regeneration, as well as traditional house building. We very much look forward
to working with the Crest Nicholson management team and its employees."
Dresdner Kleinwort is acting as financial and Rule 3 adviser and broker to Crest
Nicholson. Rothschild and Panmure Gordon are acting as financial adviser and
broker, respectively, to Castle Bidco.
This summary should be read in conjunction with the full text of the following
announcement and the Appendices. The Acquisition will be subject to the
conditions set out in Appendix I to this announcement and to the further terms
to be set out in the Scheme Circular.
This announcement is not intended to, and does not, constitute or form part of
any offer to sell or an invitation to purchase any securities or the
solicitation of any vote or approval in any jurisdiction. The Proposals will be
made solely through the Scheme Circular. Any acceptance or other response to the
Proposals should be made only on the basis of the information in the Scheme
Circular. Crest Nicholson Shareholders are advised to read carefully the formal
documentation in relation to the Acquisition once it has been despatched.
Appendix II contains the sources and bases of information used in this
announcement.
Appendix III contains the definitions of certain expressions used in this
announcement.
All times referred to are London times unless otherwise stated.
Enquiries:
Rothschild (Financial Adviser to Castle Bidco) Tel: +44 (0)20 7280 5000
Alex Midgen
Kevin Ramsden
Panmure Gordon (Broker to Castle Bidco) Tel: +44 (0)20 7459 3600
Tim Linacre
Richard Gray
Crest Nicholson PLC Tel: +44 (0)1932 580 555
John Matthews
Stephen Stone
Dresdner Kleinwort (Financial and Rule 3 Adviser and Broker Tel: +44 (0)20 7623 8000
to Crest Nicholson)
Charles Batten
Michael Covington
Angus Kerr (Corporate Broking)
Brunswick (Public Relations Adviser to Crest Nicholson) Tel: +44 (0)20 7404 5959
Andrew Fenwick
Kate Miller
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Castle Bidco and for no-one else in
relation to the Proposals and will not be responsible to anyone other than
Castle Bidco for providing the protections afforded to clients of Rothschild or
for affording advice in relation to the Proposals or any matters referred to
herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Castle Bidco and for no-one else in
relation to the Proposals and will not be responsible to anyone other than
Castle Bidco for providing the protections afforded to clients of Panmure Gordon
or for affording advice in relation to the Proposals or any matters referred to
herein.
Dresdner Kleinwort, which is authorised and regulated by the Financial Services
Authority, is acting for Crest Nicholson and for no-one else in relation to the
Proposals and will not be responsible to anyone other than Crest Nicholson for
providing the protections afforded to customers of Dresdner Kleinwort or for
affording advice in relation to the Proposals or any matters referred to herein.
Further information in relation to the Proposals
The distribution of this announcement and the availability of the Proposals in
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK should
inform themselves about, and observe, any applicable requirements. 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 England.
Copies of this announcement are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any jurisdiction where to do so would violate the laws of that jurisdiction
and persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in, into or
from any such jurisdiction.
Castle Bidco reserves the right, with the consent of the Takeover Panel, to
implement the acquisition of Crest Nicholson by way of a takeover offer under
the Takeover Code. If the Acquisition is implemented by way of an Offer (unless
otherwise determined by Castle Bidco and permitted by applicable law and
regulation), the Offer may not be made, directly or indirectly, in or into or by
the use of mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or any facility or a national state or securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction and the
Offer may not be capable of acceptance by any such use, means, instrumentality
or facility.
The Acquisition will be subject to the applicable rules and regulations of the
UK Listing Authority, the London Stock Exchange and the Takeover Code.
The Loan Notes that may be issued in connection with the Acquisition pursuant to
the Loan Note Alternative have not been, nor will they be, listed on any stock
exchange and have not been, nor will they be, registered under the US Securities
Act or under the securities laws of any state or other jurisdiction of the
United States (or under the securities laws of any other jurisdiction, the
residents of which Castle Bidco is advised to treat as Loan Note Restricted
Overseas Persons); the relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada; nor has any
prospectus been lodged with, or registered by, the Australian Securities and
Investments Commission; nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with the applicable
securities laws of Japan or any other jurisdiction if to do so would constitute
a violation of the relevant laws of, or require registration thereof in such
jurisdiction. Accordingly, unless the relevant clearances are obtained or an
exemption under such act or securities laws is available or unless otherwise
determined by Castle Bidco or required by the Takeover Code and permitted by
applicable law and regulation, the Loan Notes may not be offered, sold, resold,
delivered or transferred, directly or indirectly, in or into the United States,
Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in the United States, Canada, Australia or Japan or such other jurisdiction.
Accordingly, subject to certain limitations and exceptions, the Loan Notes will
not be available to any Loan Note Restricted Overseas Person.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Loan Notes, or determined if this
announcement is accurate or complete. Any representation to the contrary is a
criminal offence.
Forward looking statements
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Crest Nicholson and
the Crest Nicholson Group and certain plans and objectives of the boards of
directors of Crest Nicholson and Castle Bidco. 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", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the boards of
directors of Crest Nicholson and Castle Bidco in light of their experience and
their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and the factors
described in the context of such forward-looking statements in this document
could cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this document. Crest Nicholson and Castle Bidco assume no
obligation to update or correct the information contained in this document.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Crest Nicholson, all "dealings" in any such
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme become effective, lapses, or is withdrawn, or
upon the "offer period" otherwise ending (or, if Castle Bidco elects to effect
the Acquisition by way of an Offer, until the date on which such Offer becomes,
or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the period for which such Offer is open for acceptance
otherwise ends). If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Crest Nicholson, they will be deemed to be a single person for
the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of Crest Nicholson by Castle Bidco or by Crest Nicholson,
or by any of their respective "associates", must be disclosed by no later than
12 noon on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Takeover Panel's website. If you are in any doubt as to whether or
not you are required to disclose a "dealing" under Rule 8, you should consult
the Takeover Panel.
Not for release, publication or distribution, in whole or in part, in or into or
from any jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction
Castle Bidco reserves the right, with the consent of the Takeover Panel, to
implement the acquisition of Crest Nicholson by way of a takeover offer under
the Takeover Code
8 March 2007
RECOMMENDED PROPOSALS FOR THE ACQUISITION
of
CREST NICHOLSON PLC
by
CASTLE BIDCO LIMITED
to be effected
by means of a Scheme of Arrangement
1. Introduction
The boards of Castle Bidco and Crest Nicholson are pleased to announce that they
have reached agreement on the terms of a recommended cash acquisition by Castle
Bidco of the entire issued and to be issued share capital of Crest Nicholson
(other than that already owned by Castle Bidco).
Castle Bidco is a company that has been formed for the purposes of the
Acquisition. Castle Bidco is owned by Bank of Scotland (through its wholly-owned
subsidiary, Uberior) and West Coast Capital (through Pacific Shelf 1410 which it
indirectly wholly owns).
2. The Acquisition
It is intended that the Acquisition will be effected by way of a Court
sanctioned scheme of arrangement under section 425 of the Companies Act. Under
the terms of the Scheme, which will be subject to the Conditions and the other
terms set out in this announcement and to the further terms and conditions to be
set out in the Scheme Circular, Crest Nicholson Shareholders (other than Castle
Bidco) will receive:
for each Crest Nicholson Share 620 pence in cash
The Acquisition values the entire issued and to be issued share capital of Crest
Nicholson at approximately #715 million.
Crest Nicholson will also pay an interim dividend of 9.7 pence per Crest
Nicholson Share in respect of the six month period ended 31 October 2006 to
Crest Nicholson Shareholders whose names appear on the register as at
9 March 2007. This Interim Dividend will be paid on 10 April 2007. Therefore, if
the Scheme becomes effective, Crest Nicholson Shareholders (other than Castle
Bidco, whose Crest Nicholson Shares are not subject to the Scheme and who will
therefore only receive the Interim Dividend) will receive, in aggregate,
629.7 pence per Crest Nicholson Share. This aggregate price per Crest Nicholson
Share represents a premium of:
- 18.5 per cent. to 531.3 pence per Crest Nicholson Share, being the average
Closing Price over the six month period to 9 November 2006; and
- 10.2 per cent. to 571.5 pence per Crest Nicholson Share, being the Closing
Price on 9 November 2006,
being the last Business Day prior to the date on which Crest Nicholson made an
announcement noting receipt of an approach from a third party regarding a
possible offer for Crest Nicholson.
3. The Loan Note Alternative
As an alternative to some or all of the cash consideration of 620 pence per
Crest Nicholson Share which would otherwise be receivable under the terms of the
Acquisition, Crest Nicholson Shareholders (other than any Loan Note Restricted
Overseas Person) will, subject to the terms and conditions which will be set out
in the Scheme Circular and the Form of Election, be able to elect to receive
Loan Notes issued by Castle Bidco on the following basis:
for each #1 of cash consideration #1 nominal value of Loan Notes
The Loan Note Alternative will be conditional upon the Scheme becoming effective
in accordance with its terms and will remain open for six months after the
Effective Date. Further details of the Loan Notes and the Loan Note Alternative
will be contained in the Scheme Circular.
The repayment of the principal amount of the Loan Notes will be guaranteed by
Bank of Scotland.
4. Background to and reasons for the Acquisition
Listed since 1972, Crest Nicholson is a residential and mixed-use development
company with an emphasis on creating sustainable communities. It operates six
regional businesses (South East, South, Eastern, Chiltern, South West and
Midlands) and an urban regeneration business. Its stated mission is to meet its
customers' expectations through the provision of environmentally sensitive and
well-built developments. Crest Nicholson is dedicated to excellence in design
and construction and to providing high quality locations and customer service.
This emphasis on quality and customer service has resulted in Crest Nicholson
receiving a number of awards, and has allowed it to maintain one of the leading
market positions in both urban regeneration (including mixed use developments)
and traditional house building.
Crest Nicholson's increasing focus on urban regeneration and larger brownfield
sites has also begun to produce increasing returns for Crest Nicholson
Shareholders and has helped the Company build one of the longest land banks in
the sector at approximately five years.
Against this background, Crest Nicholson has achieved significant growth during
the last five years, with annual unit sales growing from 1,543 to 2,946 over
that period. Over the same period, pre-tax profit has grown from #50.5 million
to #80.1 million, a compound annual growth rate of approximately 9.7%, net
assets have grown from #214.0 million to #298.5 million, a compound annual
growth rate of approximately 6.9% and earnings per share has grown from 30.8
pence to 51.2 pence, a compound annual growth rate of approximately 10.7%.
Crest Nicholson announced its preliminary results for the year ended 31 October
2006 on 25 January 2007. In respect of the financial year ended 31 October 2006,
the Company recorded consolidated turnover of #690.7 million (#699.0 million to
31 October 2005), consolidated profit before tax of #80.1 million (#78.9 million
to 31 October 2005), consolidated total assets of #841.1 million (#889.0 million
as at 31 October 2005) and consolidated net assets of #298.5 million (#263.3
million as at 31 October 2005).
The Board would like to acknowledge the contribution that Crest Nicholson's
employees have made over the years and the Company's current success is, in no
small part, due to their loyalty and dedication.
For the financial year ending 31 October 2007, Crest Nicholson remains on track
to increase both open market and affordable housing completions by around 15% as
a result of Crest Nicholson's regeneration business beginning to make a full
contribution. The volume gains will benefit the second half of 2007 due to the
trading pattern of apartment completions. Crest Nicholson's average sale price
is expected to remain similar to that achieved in 2006.
The UK house building industry is trading well and is experiencing a strong wave
of consolidation. Whilst the Board sees no reasons why a steady housing market
should not continue, external factors such as interest rates and land supply
issues can have a material impact on the prospects for the sector. Against this
background, the Board believes the Acquisition represents good and certain cash
value for Crest Nicholson Shareholders and reflects fairly the Company's current
prospects and asset position. In particular, the proposed aggregate price
(including the Interim Dividend) of 629.7 pence per Crest Nicholson Share
represents:
- 2.4 times Crest Nicholson's published net asset value per issued Crest
Nicholson Share as at 31 October 2006; and
- a price earnings ratio of 12.4 times based on Crest Nicholson's fully diluted
earnings per share for the financial year ended 31 October 2006.
5. Recommendation
The Crest Nicholson Board, which has been so advised by the Company's financial
adviser Dresdner Kleinwort, considers the terms of the Acquisition to be fair
and reasonable. In giving its advice to the Crest Nicholson Board, Dresdner
Kleinwort has taken into account the commercial assessments of the Crest
Nicholson Directors.
The Crest Nicholson Directors believe that the terms of the Acquisition are in
the best interests of Crest Nicholson Shareholders as a whole and unanimously
recommend that Crest Nicholson Shareholders vote in favour of the resolutions to
be proposed at the Court Meeting and the EGM. Each of the Crest Nicholson
Directors who has any entitlement to Crest Nicholson Shares has also irrevocably
undertaken to vote in favour of the Scheme at the Court Meeting and in favour of
the Special Resolution at the EGM, in respect of his own beneficial holdings
which, in aggregate, at the Reference Date total 745,767 Crest Nicholson Shares
(representing approximately 0.66 per cent of the existing issued share capital
of Crest Nicholson). All of these irrevocable undertakings will continue to be
binding if a Competing Offer is made.
6. Interests in Crest Nicholson Shares
As at the close of business on the Reference Date, save as disclosed below,
neither Castle Bidco (nor any of its directors) nor any other member of the
Castle Bidco Group, nor, so far as Castle Bidco is aware and save as described
below, any person deemed by the Takeover Panel to be acting in concert with
Castle Bidco, owns or controls any Crest Nicholson Shares or any securities
convertible or exchangeable into Crest Nicholson Shares (including pursuant to
any long exposure, whether conditional or absolute, to changes in the prices of
securities) or any rights to subscribe for or purchase the same, or holds any
options (including traded options) in respect of, or has any option to acquire,
any Crest Nicholson Shares or has entered into any derivatives referenced to,
Crest Nicholson Shares ("Relevant Crest Nicholson Securities") which remain
outstanding, nor does any such person hold any short positions in relation to
Relevant Crest Nicholson Securities (whether conditional or absolute and whether
in the money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery, nor does any such person have any arrangement in
relation to Relevant Crest Nicholson Securities. An "arrangement" also includes
any indemnity or option arrangement and any agreement or understanding, formal
or informal, of whatever nature, relating to Relevant Crest Nicholson Securities
which may be an inducement to deal or refrain from dealing in such securities.
Save as described in the following paragraph, in view of the requirement of
confidentiality and therefore the availability to Castle Bidco of all relevant
persons within the HBOS Group to provide information, it has not been possible
to ascertain all of the interests and dealings (if more than the interests
disclosed in the following paragraph) of relevant persons within the HBOS Group
in Crest Nicholson Shares. Any such additional interest(s) or dealing(s) will be
discussed with the Takeover Panel and, if appropriate, will be disclosed to
Crest Nicholson Shareholders in the Scheme Circular or announced earlier if
requested by the Takeover Panel.
As at the close of business on the Reference Date:
(i) Castle Bidco was the owner of 26,310,243 Crest Nicholson Shares,
representing approximately 23.26% of the existing issued share capital of Crest
Nicholson; and
(ii) members of the HBOS Group (excluding Castle Bidco) were interested in a
total of 4,990,830 Crest Nicholson Shares, representing approximately 4.41% of
the existing issued share capital of Crest Nicholson. Of these, interests in
937,107 Crest Nicholson Shares, representing approximately 0.83% of the existing
issued share capital of Crest Nicholson, were discretionary interests and
interests in 3,868,616 Crest Nicholson Shares, representing approximately 3.42%
of the existing issued share capital of Crest Nicholson, were beneficial
interests.
The Crest Nicholson Shares held by Castle Bidco and the Crest Nicholson Shares
held by relevant members of the HBOS Group (in respect of which they are
beneficially interested or have a discretionary interest) are precluded from
voting at the Court Meeting. Crest Nicholson Shares held by Castle Bidco and
such interests of the members of the HBOS Group will not therefore count towards
the majority required at the Court Meeting to approve the Scheme. Castle Bidco
and the relevant members of the HBOS Group holding Crest Nicholson Shares are
not, however, precluded from voting at the EGM.
7. Information on Castle Bidco, Castle Topco and the Castle
Consortium
(a) Castle Bidco
Castle Bidco is a limited liability company incorporated in England and Wales
for the purposes of the Acquisition. Castle Bidco is a wholly-owned subsidiary
of Castle Midco, which in turn is a wholly-owned subsidiary of Castle Topco
(further details of which are contained in paragraph (b) below). Castle Bidco
has not traded since its date of incorporation, nor has it entered into any
obligations, other than in connection with the acquisition of 26,310,243 Crest
Nicholson Shares during November 2006 and the Acquisition.
The current directors of Castle Bidco are John Moran, Joanna Bannerman, Paul
Davidson and Jim McMahon. The registered office of Castle Bidco is 21-23 Hill
Street, Mayfair, London W1J 5JW and its registered number is 5988526.
(b) Castle Topco
Castle Topco is a limited liability company incorporated in England and Wales in
connection with the Acquisition. Castle Topco is a consortium company which is
owned by Bank of Scotland (through its wholly-owned subsidiary, Uberior) (as to
50.0 per cent.) and West Coast Capital (through Pacific Shelf 1410 which it
indirectly wholly owns) (as to 50.0 per cent.). Castle Topco has not traded
since its date of incorporation, nor has it entered into any obligations, other
than in connection with the acquisition by Castle Bidco of 26,310,243 Crest
Nicholson Shares during November 2006 and the Acquisition.
The current directors of Castle Topco are John Moran, Joanna Bannerman, Paul
Davidson and Jim McMahon. The registered office of Castle Topco is 21-23 Hill
Street, Mayfair, London W1J 5JW and its registered number is 5988581.
(c) The Castle Consortium
Uberior
Uberior was incorporated as a limited company in Scotland (Registered Number
SC235067) on 7 August 2002 and is ultimately a wholly-owned subsidiary of HBOS.
HBOS was formed from the merger of Halifax plc with Bank of Scotland in
September 2001 and is a diversified financial services company providing, inter
alia, corporate and treasury services in addition to retail banking services to
consumers and companies in the UK and overseas.
Uberior operates as a holding company for investments arranged by Bank of
Scotland Joint Ventures team, part of Bank of Scotland's Corporate division
within HBOS. The investments are made for HBOS' own account in a broad range of
asset backed business sectors.
Bank of Scotland is both an active investor in and lender to the commercial
property and retail markets. Its Joint Ventures team is engaged in the business
of providing funding strips including senior debt, mezzanine debt and equity to
asset backed sectors such as commercial property, leisure, hotels and house
building. The Joint Ventures team currently has 120 joint ventures in its
portfolio, with committed funding of over #12 billion.
The latest audited consolidated annual accounts of Uberior in respect of the
financial year ended 31 December 2005, disclosed operating income of #46 million
(#37 million to 31 December 2004), profit before tax of #112 million (#43
million to 31 December 2004), total assets of #584 million (#483 million
(restated) as at 31 December 2004) and net assets of #59 million (#36 million
(restated) as at 31 December 2004).
The registered office of Uberior is Level 1, Citymark, 150 Fountainbridge,
Edinburgh, EH3 9PE. The directors of Uberior are B.S. Anderson, D.K. Gateley,
H.C. McMillan, J.C. Moran, E.J. Morrison, I Robertson and G.R.A. Shankland. The
authorised share capital of Uberior is #1,000 divided into 1,000 shares of #1
each of which 1 share has been issued.
Following the Scheme becoming effective, Uberior will be the legal and
beneficial owner of 50.0 per cent. of the issued share capital of Castle Topco.
West Coast Capital/Pacific Shelf 1410
Pacific Shelf 1410 is a limited liability company incorporated in Scotland on 12
January 2007 for the purpose of holding TBH Investments' interest in Castle
Bidco. Pacific Shelf 1410 is wholly-owned by TBH Investments. The current
directors of Pacific Shelf 1410 are Jim McMahon and Paul Davidson. The
registered office of Pacific Shelf 1410 is Marathon House, Olympic Business
Park, Drybridge Road, Dundonald, Ayrshire KA2 9AE and its registered number is
SC314564.
TBH Investments is an investment holding company based in Ayrshire, Scotland.
TBH Investments' primary activity is investing in the property sector in the UK
using funding made available by West Coast Capital and, where appropriate,
external debt funding. TBH Investments has interests in a number of joint
venture vehicles which have acquired or established substantial property
portfolios.
TBH Investments is indirectly wholly-owned by West Coast Capital, a private
equity fund established in February 2001 and owned and funded by the retail
entrepreneur Sir Tom Hunter, and by Jim McMahon and Paul Davidson. West Coast
Capital is a partnership established in Scotland which invests mainly in the
retail and property sectors and has substantial liquid reserves available for
investment, often co-investing with other major investors and institutions.
TBH Investments was incorporated in Scotland as a private limited company on 6
November 1992 with registered number 02762478. The registered office is c/o
McGrigors, 5 Old Bailey, London EC4M 7BA. The directors of TBH Investments are
Jim McMahon and Paul Davidson. The authorised capital of TBH Investments is
#1,000 divided into 200 ordinary shares of #1.00 each and 800 A ordinary shares
of #1.00 each, of which 140 ordinary shares of #1.00 each and 560 A ordinary
shares of #1.00 each are in issue.
The audited group accounts of TBH Investments for the 12 month period ended 31
March 2006 disclosed profit before tax of #31.5 million (#7.5 million to 31
March 2005), total assets of #173.1 million (#87.7 million as at 31 March 2005)
and net assets of #89.8 million (#56.6 million as at 31 March 2005).
Following the Scheme becoming effective, Pacific Shelf 1410 will be the legal
and beneficial owner of 50.0 per cent. of the issued share capital of Castle
Topco.
8. Future plans for Crest Nicholson
Castle Bidco believes that the next stage of Crest Nicholson's development would
be best achieved under private ownership, under which the executive management
team and employees will be able to fully concentrate on the long-term
development of the business without the short-term targets and reporting
requirements imposed on companies by the public markets. Castle Bidco views
Crest Nicholson as being a market leading player in both the urban regeneration
and traditional house building sectors and considers that such characteristics
should help ensure its successful future expansion and development. Castle Bidco
has confirmed that it attaches great importance to the skills and experience of
the existing management and employees of Crest Nicholson and believes that they
will be key factors in the future success of Crest Nicholson and will
accordingly look to financially incentivise key employees of the Crest Nicholson
Group. Discussions regarding the terms of such incentivisation will commence s
hortly after the Scheme becomes effective.
In this context, Castle Bidco has provided assurances to the Crest Nicholson
Board that:
- the existing employment rights and terms and conditions of employees of Crest
Nicholson will be safeguarded on the Scheme becoming effective;
- in accordance with the agreement reached with the Pension Fund Trustees,
details of which are set out in paragraph 9 below, the participating employers
in the Crest Nicholson Defined Benefit Scheme will fund the deficit in the Crest
Nicholson Defined Benefit Scheme over a period of 10 years, by paying an
increased funding rate to the Crest Nicholson Defined Benefit Scheme and Castle
Bidco has no intention to make detrimental changes to the benefits provided
under the Defined Benefit Scheme;
- it does not currently anticipate job losses in the business over those
envisaged by the Crest Nicholson management team, as a result of the change of
ownership to be effected pursuant to the Scheme;
- its strategic plans for Crest Nicholson do not envisage any change to the
principal locations of the Crest Nicholson business or any redeployment of any
material fixed assets whether owned or controlled by Crest Nicholson; and
- it intends to support management's strategy of achieving profitable growth
through increasing the scale and capital available to the business. This
strategy includes the addition of new regions in due course and further growing
Crest Nicholson's land and operational resources to take full advantage of
future value-enhancing growth opportunities.
The Board of Crest Nicholson welcomes these assurances.
Bank of Scotland has provided debt and/or equity finance to a number of partners
in the house building sector. Bank of Scotland may in the future review
appropriate combinations with other house building vehicles financed by members
of the HBOS Group, although Bank of Scotland has confirmed that there are
currently no ongoing discussions regarding any such combinations.
Castle Bidco has indicated to the Crest Nicholson Board that, as soon as
practicable after the Scheme becomes effective, it intends to appoint David
Shearer (a current non-executive director of HBOS) as the non-executive chairman
of Crest Nicholson.
9. Pensions
The Pension Fund Trustees of the Crest Nicholson Defined Benefit Scheme have
agreed to a proposal from Castle Bidco which provides, amongst other things,
that following the Scheme becoming effective:
9.1 Bank of Scotland will provide a guarantee to the Pension Fund
Trustees in the sum of up to #50 million for a period of 10 years in respect of
the liability of the participating employers in the Crest Nicholson Defined
Benefit Scheme under section 75 of the Pensions Act 1995 ("Section 75") on the
occurrence of an "insolvency event" within the meaning of section 121 of the
Pensions Act 2004 in relation to one or more of those employers, or on the
winding up of the Crest Nicholson Defined Benefit Scheme, or, in the sum of the
unpaid contribution. The guarantee reduces at a rate of #4 million per annum on
a straight-line basis and expires on the tenth anniversary of the Effective
Date;
9.2 the participating employers will pay the following
contributions to the Crest Nicholson Defined Benefit Scheme:
9.2.1 the sum of #5 million on or shortly after the Scheme becomes
effective;
9.2.2 #4 million per annum in equal monthly instalments from the
seventh month after the date on which the Scheme becomes effective for a period
of 9 years and 6 months; and
9.2.3 the sum of #15 million by the date which is 10 years after the
date when the Scheme becomes effective,
and the Pension Fund Trustees have agreed to adopt a schedule of contributions
reflecting the obligations in paragraphs 9.2.1 to 9.2.3 above for the purposes
of the recovery plan required under the Pensions Act 2004 arising from the
actuarial valuation of the Crest Nicholson Defined Benefit Scheme as at 1
February 2007; and
9.3 in consideration of the above matters, the Pension Fund
Trustees have provided a non-legally binding letter of comfort that their
current intention is not to require employer contributions towards the past
service deficit in the Crest Nicholson Defined Benefit Scheme which exceed the
amounts specified in paragraphs 9.2.1 to 9.2.3 above and that the Pension Fund
Trustees will not alter the investment strategy of the Crest Nicholson Defined
Benefit Scheme without first consulting with the participating employers.
10. Crest Nicholson Share Schemes
Appropriate proposals will be made to participants in the Crest Nicholson Share
Schemes in due course. Details of these proposals will be set out in separate
letters to be sent to participants in the Crest Nicholson Share Schemes.
11. Financing
The Acquisition will be funded by a combination of equity and debt funding. The
equity funding will be provided by the members of the Castle Consortium and debt
facilities of #1.12 billion have been arranged and fully underwritten by Bank of
Scotland. These debt facilities will also be used to refinance the existing debt
of Crest Nicholson, provide working capital for Crest Nicholson after completion
of the Acquisition and pay certain fees and expenses associated with the
Acquisition.
Under the agreements for the provision of the debt facilities, Castle Bidco has
agreed, save as may be required by the Court, not to waive or amend any term or
condition to the Scheme without the prior written consent of Bank of Scotland.
Rothschild has confirmed that it is satisfied that sufficient resources are
available to Castle Bidco to satisfy the full cash consideration payable to
Crest Nicholson Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the
Scheme Circular.
12. Implementation and Inducement Fee Agreements
As an inducement to Castle Bidco carrying out its due diligence in respect of
the Acquisition and devoting management time and resources in connection with
the Acquisition, Crest Nicholson has agreed, at the request of Castle Bidco, to
pay Castle Bidco an inducement fee equal to #7,150,005 (unless such fee is
consideration for a taxable supply by Castle Bidco or any member of the Castle
Bidco Group, in which case the inducement fee shall be the amount as, after
taking into account any available refund or credit in respect of such VAT
available to Crest Nicholson or the relevant member of the Crest Nicholson
Group, will involve a net cost to Crest Nicholson of #7,150,005).
This fee becomes payable if:
* any of the Crest Nicholson Directors withdraws or qualifies their
recommendation of the Proposals or modifies it in a manner which is adverse to
Castle Bidco and the Acquisition subsequently fails or otherwise fails to become
effective; or
* the Company fails to take the actions it has agreed to take in
connection with the Scheme, pursuant to the Implementation Agreement and the
Acquisition subsequently fails or otherwise fails to become effective; or
* before the Acquisition becomes effective, lapses or is withdrawn, a
Competing Offer is made and (a) such offer becomes or is declared unconditional
in all respects or is otherwise completed or implemented or (b) such offer is
publicly recommended by the Crest Nicholson Directors or such of the Crest
Nicholson Directors as are independent at the relevant time (as the case may
be);
Castle Bidco and Crest Nicholson have also entered into the Implementation
Agreement which governs their relationship during the period until the Scheme
becomes effective, lapses or is withdrawn. Amongst other things, the parties
have agreed to cooperate to implement the Acquisition and Crest Nicholson has
entered into certain undertakings concerning the conduct of its business and the
provision of certain further information during that period.
The full terms of the Implementation Agreement and the Inducement Fee Agreement
will be summarised in the Scheme Circular.
13. Scheme of Arrangement
It is intended that the Acquisition will be effected by means of a Scheme of
Arrangement between Crest Nicholson and the Scheme Shareholders under section
425 of the Companies Act (although Castle Bidco reserves the right, with the
consent of the Takeover Panel, to effect the Acquisition by way of an Offer).
The purpose of the Scheme is to allow Castle Bidco to become the owner of the
entire issued share capital of Crest Nicholson not currently owned by Castle
Bidco.
This is to be achieved by:
* the cancellation of the Cancellation Shares held by Cancellation
Shareholders and the application of the reserve arising from such cancellation
in paying up in full a number of New Crest Nicholson Shares (which is equal to
the number of Cancellation Shares cancelled) and issuing the New Crest Nicholson
Shares to Castle Bidco in consideration for which Cancellation Shareholders will
receive 620 pence per Crest Nicholson Share on the basis set out in paragraph 2
to this announcement; and
* the transfer by Crest Nicholson Shareholders of the Loan Note
Elected Shares in accordance with the Scheme in consideration for which relevant
Scheme Shareholders will be issued by Castle Bidco with Loan Notes (instead of
the cash to which they would otherwise have been entitled), on the basis set out
in paragraph 3 of this announcement.
The implementation of the Acquisition is subject to the satisfaction or waiver
of all the Conditions and the further terms to be set out in the Scheme of
Arrangement. In particular, the Scheme requires the passing of a resolution at
the Court Meeting by a majority in number of the Scheme Shareholders present and
voting, either in person or by proxy, representing not less than 75 per cent. in
value of the Crest Nicholson Shares voted by such Scheme Shareholders.
The Crest Nicholson Shares held by Castle Bidco and the Crest Nicholson Shares
held by relevant members of the HBOS Group (in respect of which they are
beneficially interested or have a discretionary interest) are precluded from
voting at the Court Meeting. The Crest Nicholson Shares held by Castle Bidco and
such interests of the members of the HBOS Group will not therefore count towards
the majority required at the Court Meeting to approve the Scheme. Castle Bidco
and the relevant members of the HBOS Group holding Crest Nicholson Shares are
not, however, precluded from voting at the EGM.
Implementation of the Scheme will also require the passing of the Special
Resolution at the EGM, requiring the approval of Crest Nicholson Shareholders
representing at least 75 per cent. of the votes cast at the EGM, which will be
held immediately after the Court Meeting. Castle Bidco and the relevant members
of the HBOS Group holding Crest Nicholson Shares will be entitled to attend and
vote at the EGM.
Following the Meetings, the Scheme will only become effective following sanction
by the Court and delivery of the Court Order to and, in the case of the Capital
Reduction, registration of the Court Order by, the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Scheme
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the EGM (and if they attended and voted, whether or not they voted in
favour).
Expected timetable of principal events:
Posting of Scheme Circular 21 March 2007
Court Meeting 16 April 2007
Extraordinary General Meeting 16 April 2007
Court hearing to sanction the Scheme and to confirm the 2 May 2007
Capital Reduction
(if sanctioned by the Crest Nicholson Shareholders)
Effective Date of the Scheme 3 May 2007
(if sanction and confirmation of the Court is received)
Latest date for consideration to be posted to 17 May 2007
Shareholders (if Scheme becomes effective on 3 May 2007)
All dates in this announcement which relate to the implementation of the Scheme
are subject to the approval of the Court and are therefore subject to change.
Further details of the Scheme will be contained in the Scheme Circular.
14. Delisting, cancellation of trading and re-registration
If the Scheme becomes effective, it is intended that applications be made to the
UK Listing Authority for the listing of Crest Nicholson Shares on the Official
List to be cancelled and to the London Stock Exchange for the cancellation of
trading of Crest Nicholson Shares on its market for listed securities, in each
case to take effect on the day that is two Business Days after the Effective
Date.
It is proposed that, following the Scheme becoming effective and after the Crest
Nicholson Shares have been de-listed, Crest Nicholson will be re-registered as a
private limited company.
15. General
Dresdner Kleinwort is acting as financial and Rule 3 adviser and broker to Crest
Nicholson. Rothschild and Panmure Gordon are acting as financial adviser and
broker respectively to Castle Bidco.
The Proposals will be subject to the conditions set out in Appendix I to this
announcement but will be made solely through, and be subject to the further
terms set out in, the Scheme Circular, which will contain the full terms and
conditions of the Acquisition, including details of how to vote in favour of the
Scheme. Any acceptance or other response to the Proposals should be made only on
the basis of the information in the Scheme Circular. Crest Nicholson
Shareholders are advised to read carefully the formal documentation in relation
to the Proposals once it has been despatched. The Scheme Circular will also
include full details of the Scheme, together with notices of the Court Meeting
and the EGM.
The Acquisition will be governed by English law and be subject to the applicable
requirements of the Takeover Code, the Takeover Panel, the London Stock Exchange
and the Financial Services Authority.
The implications of the Scheme for persons not resident in the UK may be
affected by the laws of the relevant jurisdiction. Any persons who are subject
to the laws of any jurisdiction other than the UK should inform themselves about
and observe any applicable requirements.
Appendix II contains the sources and bases of information used in this
announcement.
Appendix III contains the definitions of certain expressions used in this
announcement.
All times referred to are London times unless otherwise stated.
Enquiries:
Rothschild (Financial Adviser to Castle Bidco) Tel: +44 (0)20 7280 5000
Alex Midgen
Kevin Ramsden
Panmure Gordon (Broker to Castle Bidco) Tel: +44 (0)20 7459 3600
Tim Linacre
Richard Gray
Crest Nicholson PLC Tel: +44 (0)1932 580 555
John Matthews
Stephen Stone
Dresdner Kleinwort (Financial and Rule 3 Adviser and Broker Tel: +44 (0)20 7623 8000
to Crest Nicholson)
Charles Batten
Michael Covington
Angus Kerr (Corporate Broking)
Brunswick (Public Relations Adviser to Crest Nicholson) Tel: +44 (0)20 7404 5959
Andrew Fenwick
Kate Miller
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Castle Bidco and for
no-one else in relation to the Proposals and will not be responsible to anyone
other than Castle Bidco for providing the protections afforded to clients of
Rothschild or for affording advice in relation to the Proposals or any matters
referred to herein.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Castle Bidco and for
no-one else in relation to the Proposals and will not be responsible to anyone
other than Castle Bidco for providing the protections afforded to clients of
Panmure Gordon or for affording advice in relation to the Proposals or any
matters referred to herein.
Dresdner Kleinwort, which is authorised and regulated by the Financial Services
Authority, is acting for Crest Nicholson and for no-one else in relation to the
Proposals and will not be responsible to anyone other than Crest Nicholson for
providing the protections afforded to customers of Dresdner Kleinwort or for
affording advice in relation to the Proposals or any matters referred to herein.
Further information in relation to the Acquisition
The distribution of this announcement and the availability of the Proposals in
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK should
inform themselves about, and observe, any applicable requirements. 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 England.
Copies of this announcement are not being, and not must be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any jurisdiction where to do so would violate the laws in that jurisdiction
and persons receiving this announcement (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it in, into or
from any such jurisdiction.
The Acquisition will be subject to the applicable rules and regulations of the
UK Listing Authority, the London Stock Exchange and the Takeover Code.
Castle Bidco reserves the right, with the consent of the Takeover Panel, to
implement the acquisition of Crest Nicholson by way of a takeover offer under
the Takeover Code. If the Acquisition is implemented by way of an Offer, unless
otherwise determined by Castle Bidco and permitted by applicable law and
regulation, the Offer may not be made, directly or indirectly, in or into or by
the use of mails of, or by any other means or instrumentality (including,
without limitation, electronic mail, facsimile transmission, telex, telephone,
internet or other forms of electronic communication) of interstate or foreign
commerce of, or any facility or a national state or securities exchange of, any
jurisdiction where to do so would violate the laws of that jurisdiction and the
Offer may not be capable of acceptance by any such use, means, instrumentality
or facility.
The Loan Notes that may be issued in connection with the Acquisition pursuant to
the Loan Note Alternative have not been, nor will they be, listed on any stock
exchange and have not been, nor will they be, registered under the US Securities
Act or under the securities laws of any state or other jurisdiction of the
United States (or under the securities laws of any other jurisdiction, the
residents of which Castle Bidco is advised to treat as Loan Note Restricted
Overseas Persons); The relevant clearances have not been, and will not be,
obtained from the securities commission of any province of Canada; nor has any
prospectus been lodged with, or registered by, the Australian Securities and
Investments Commission; nor have any steps been taken, nor will any steps be
taken, to enable the Loan Notes to be offered in compliance with the applicable
securities laws of Japan or any other jurisdiction if to do so would constitute
a violation of, or require registration thereof under, the relevant laws in such
jurisdiction. Accordingly, unless the relevant clearances are obtained or an
exemption under such act or securities laws is available or unless otherwise
determined by Castle Bidco or required by the Takeover Code and permitted by
applicable laws and regulations, the Loan Notes may not be offered, sold,
resold, delivered or transferred, directly or indirectly, in or into the United
States, Canada, Australia or Japan or any other jurisdiction if to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in the United States, Canada, Australia or Japan or such other jurisdiction.
Accordingly, subject to certain limitations and exceptions, the Loan Notes will
not be available to, inter alia, Loan Note Restricted Overseas Persons.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disapproved of the Loan Notes, or determined if this
announcement is accurate or complete. Any representation to the contrary is a
criminal offence.
Forward looking statements
This document contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Crest Nicholson and
the Crest Nicholson Group and certain plans and objectives of the boards of
directors of Crest Nicholson and Castle Bidco. 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", "estimate", "intend", "plan", "goal", "believe", "will",
"may", "should", "would", "could" or other words of similar meaning. These
statements are based on assumptions and assessments made by the boards of
directors of Crest Nicholson and Castle Bidco in light of their experience and
their perception of historical trends, current conditions, expected future
developments and other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, and, inter alia, the
factors described in the context of such forward-looking statements in this
document could cause actual results and developments to differ materially from
those expressed in or implied by such forward-looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially from
those described in this announcement. Crest Nicholson and Castle Bidco assume no
obligation to update or correct the information contained in this announcement.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in one per cent. or more of any
class of "relevant securities" of Crest Nicholson, all "dealings" in any such
"relevant securities" of that company (including by means of an option in
respect of, or a derivative referenced to, any such "relevant securities") must
be publicly disclosed by no later than 3.30 pm on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Scheme become effective, lapses, or is withdrawn, or
upon the "offer period" otherwise ending (or, if Castle Bidco elects to effect
the Acquisition by way of an Offer, until the date on which such Offer becomes,
or is declared, unconditional as to acceptances, lapses or is otherwise
withdrawn or on which the period for which such Offer is open for acceptance
otherwise ends). If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant
securities" of Crest Nicholson, they will be deemed to be a single person for
the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Takeover Code,
all "dealings" in "relevant securities" of Crest Nicholson by Castle Bidco or by
Crest Nicholson, or by any of their respective "associates", must be disclosed
by no later than 12 noon on the London business day following the date of the
relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at http://
www.thetakeoverpanel.org.uk/.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Takeover Panel's website. If you are in any doubt as to whether or
not you are required to disclose a "dealing" under Rule 8, you should consult
the Takeover Panel.
Appendix I: Conditions to the implementation of the Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming effective by not later than 7 July 2007 or
such later date (if any) as Crest Nicholson and Castle Bidco may, with the
consent of the Takeover Panel, agree and (if required) the Court may allow.
2. The Scheme will be conditional upon:
(a) approval of the Scheme by a majority in number, representing
75 per cent. or more in value of Crest Nicholson Shareholders (other than Castle
Bidco) present and voting, either in person or by proxy, at the Court Meeting;
(b) the resolution(s) in connection with or required to approve
and implement the Scheme being duly passed by the requisite majority at the EGM;
and
(c) the sanction of the Scheme and the confirmation of the
Capital Reduction by the Court (in either case, with or without modifications on
terms acceptable to Crest Nicholson and Castle Bidco) and the delivery of a
certified copy of the Court Order and the minute of such reduction attached
thereto to the Registrar of Companies in England and Wales and the registration,
in relation to the Capital Reduction, of such Court Order by him.
3. Crest Nicholson and Castle Bidco have agreed that, subject
as stated in condition 4 below, the Acquisition will be conditional upon the
following matters and, accordingly, the office copy of the Court Order will not
be delivered to the Registrar of Companies in England and Wales and the
registration of the Court Order with the Registrar of Companies will not occur
unless the Conditions (as amended if appropriate) have been satisfied or waived:
(a) no government or governmental, quasi-governmental,
supranational, statutory or regulatory body or association, institution or
agency (including any trade agency) or any court or other body (including any
professional or environmental body) or person in any relevant jurisdiction (each
a "Relevant Authority") having decided to take, instituted, implemented or
threatened any action, proceeding, suit, investigation, enquiry or reference or
enacted, made or proposed and there not continuing to be outstanding any
statute, regulation, order or decision that would or might be reasonably
expected to:
(i) make the Acquisition or its implementation or the
acquisition of any shares in, or control of, Crest Nicholson by any member of
the Wider Castle Bidco Group void, unenforceable or illegal under the laws of
any relevant jurisdiction or directly or indirectly prohibit or otherwise
materially restrict, prevent or delay or interfere with the implementation of,
or impose additional material conditions or obligations with respect to, or
otherwise challenge or materially interfere with the Acquisition or the
acquisition of any shares in, or control of, Crest Nicholson by any member of
the Wider Castle Bidco Group;
(ii) require the divestiture by any member of the Wider Castle
Bidco Group or by any member of the Wider Crest Nicholson Group of all or any
part of their respective businesses, assets or properties or impose any
limitation on their ability to conduct all or any part of their respective
businesses and to own or control any of their respective assets or properties
which, in any such case, is material in the context of the Wider Castle Bidco
Group or the Wider Crest Nicholson Group in either case taken as a whole;
(iii) impose any limitation on, or result in any delay in, the
ability of any member of the Wider Castle Bidco Group to acquire or hold or to
exercise effectively, directly or indirectly, all or any rights of ownership of
shares or other securities (or the equivalent) in, or to exercise voting or
management control over, any member of the Wider Crest Nicholson Group or on the
ability of any member of the Wider Crest Nicholson Group to hold or exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise management control over,
any other member of the Wider Crest Nicholson Group which, in any such case, is
material in the context of the Wider Castle Bidco Group or the Wider Crest
Nicholson Group in either case taken as a whole;
(iv) require any member of the Wider Castle Bidco Group or of the
Wider Crest Nicholson Group to acquire or offer to acquire any shares or other
securities (or the equivalent) in any member of the Wider Crest Nicholson Group
or any asset owned by any third party (other than the acquisition of Crest
Nicholson Shares in the implementation of the Acquisition) which, in any such
case, is material in the context of the Wider Castle Bidco Group or the Wider
Crest Nicholson Group in either case taken as a whole;
(v) impose any limitation on the ability of any member of the
Wider Castle Bidco Group or the Wider Crest Nicholson Group to conduct its
business which, in any such case, is material in the context of the Wider Castle
Bidco Group or the Wider Crest Nicholson Group in either case taken as a whole;
or
(vi) otherwise adversely affect any or all of the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Castle Bidco Group or of the Wider Crest Nicholson Group to an extent which is
material in the context of the Wider Castle Bidco Group or of the Wider Crest
Nicholson Group in either case taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference or take any other
step under the laws of any jurisdiction in respect of the Acquisition or the
proposed acquisition of any shares in Crest Nicholson having expired, lapsed or
been terminated;
(b)
(i) all necessary notifications, filings or applications which
are the responsibility of any member of the Crest Nicholson Group having been
made in connection with the Acquisition;
(ii) all statutory or regulatory obligations in any jurisdiction
having been complied with and all applicable waiting periods (including any
extensions thereof) under any applicable legislation or regulation of any
relevant jurisdiction having expired, lapsed or been terminated in each case in
respect of the Acquisition or the acquisition by any member of the Wider Castle
Bidco Group of any shares in, or control of, Crest Nicholson and, save as
Disclosed, all other necessary statutory or regulatory obligations in any
relevant jurisdiction having been complied with by the Wider Crest Nicholson
Group;
(iii) all authorisations, orders, grants, recognitions,
confirmations, licences, consents, clearances, permissions and approvals
(together "Authorisations") reasonably necessary for the implementation of the
Acquisition having been obtained in terms and in a form reasonably satisfactory
to Castle Bidco (where failure to obtain such Authorisations would have a
material adverse effect on the Wider Crest Nicholson Group, the Wider Castle
Group or the ability of Castle Bidco to implement the Acquisition) from
appropriate Relevant Authorities or, save as Disclosed, from any persons or
bodies with whom any member of the Wider Crest Nicholson Group has entered into
contractual arrangements; and
(iv) such Authorisations together with all material Authorisations
necessary for any member of the Wider Crest Nicholson Group to carry on its
business remaining in full force and effect and no notice of any intention to
revoke, suspend, restrict or modify or not to renew any of the same having been
made at the time at which the Scheme becomes effective.
(c) save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Crest Nicholson Group is a party or by or to which any such member or any
of its assets is or may be bound, entitled or subject which, as a result of the
making or implementation of the Acquisition or the acquisition or proposed
acquisition by any member of the Wider Castle Bidco Group of any shares in, or
change in the control or management of, Crest Nicholson or otherwise, would or
might reasonably be expected to result in, to an extent which is material in the
context of the Wider Crest Nicholson Group taken as a whole:
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of any such member of the Wider Crest Nicholson Group becoming
repayable or capable of being declared repayable immediately or earlier than the
stated repayment date or the ability of such member to borrow monies or incur
any indebtedness being withdrawn or inhibited or becoming capable of being
withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any such member of the Wider Crest Nicholson Group or any such security
interest (whenever arising or having arisen) becoming enforceable;
(iii) any assets or interest of, or any asset the use of which is
enjoyed by, any such member of the Wider Crest Nicholson Group being or falling
to be disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged or could cease to be
available to any member of the Wider Crest Nicholson Group;
(iv) the interest or business of any such member of the Wider Crest
Nicholson Group in or with any other person, firm or company (or any agreements
or arrangements relating to such interest or business) being terminated or
adversely affected;
(v) any such member of the Wider Crest Nicholson Group ceasing to
be able to carry on business under any name under which it presently does so;
(vi) the value of any such member of the Wider Crest Nicholson
Group or its financial or trading position or prospects being prejudiced or
adversely affected;
(vii) any liability of any member of the Wider Crest Nicholson Group
to make any severance, termination, bonus or other payment to any of the
directors or the officers;
(viii) any such agreement, arrangement, licence or other instrument or
the rights, liabilities, obligations or interests of any such member thereunder
being terminated or adversely modified or any onerous obligation arising or any
adverse action being taken or any obligation or liability arising thereunder; or
(ix) the creation of any liabilities (actual or contingent) by any
such member of the Wider Crest Nicholson Group;
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Crest Nicholson Group is a party or by or to which any such member or any
of its assets may be bound or be subject, could reasonably be expected to result
in any of the events or circumstances as are referred to in subparagraphs (i) to
(ix) of this condition (c);
(d) except as Disclosed, no member of the Wider Crest Nicholson
Group having since 31 October 2005:
(i) save as between Crest Nicholson and wholly-owned
subsidiaries of Crest Nicholson and save for Scheme Shares issued pursuant to
the Crest Nicholson Share Schemes or options granted or awards of shares
thereunder, issued or agreed to issue or authorised the issue or grant of
additional shares of any class, or securities, or securities convertible into,
or exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares or convertible securities;
(ii) other than the Interim Dividend, recommended, declared, paid
or made any bonus issue, dividend or other distribution, whether payable in cash
or otherwise, other than a distribution by any wholly-owned subsidiary of Crest
Nicholson to Crest Nicholson or another wholly-owned subsidiary of Crest
Nicholson;
(iii) save for intra-Crest Nicholson Group transactions,
implemented or authorised any merger or demerger or other than in the ordinary
course of business, acquired or disposed of or transferred, mortgaged or
charged, or created any other security interest over, any asset or any right,
title or interest in any asset which is material in the context of the Wider
Crest Nicholson Group taken as a whole or authorised, proposed or announced its
intention to propose the same;
(iv) implemented or authorised any reconstruction, amalgamation,
scheme or other transaction or arrangement which is, in any case, material in
the context of the Wider Crest Nicholson Group taken as a whole;
(v) save as between Crest Nicholson and wholly-owned subsidiaries
of Crest Nicholson, purchased, redeemed or repaid any of its own shares or other
securities or reduced or, save in respect of the matters referred to in
sub-paragraph (i) above, made or authorised any other change in its share
capital;
(vi) issued or authorised the issue of any debentures or save for
intra-Crest Nicholson Group transactions and other than in the ordinary course
of business made or authorised any change in its loan capital or incurred or
increased any indebtedness or liability (actual or contingent) or proposed to do
any of the foregoing;
(vii) entered into, varied or terminated, or authorised the entry
into, variation or termination of, any contract, transaction, commitment or
arrangement (whether in respect of capital expenditure or otherwise), otherwise
than in the ordinary course of business, which is of a long term, onerous or
unusual nature or magnitude or which involves or could involve an obligation of
a nature or magnitude which is, in any such case, material in the context of the
Wider Crest Nicholson Group taken as a whole;
(viii) save as between Crest Nicholson and wholly-owned subsidiaries
of Crest Nicholson, entered into any contract, commitment or arrangement which
would be restrictive on the business of the Wider Crest Nicholson Group other
than to a nature and extent which is normal in the context of the business
concerned;
(ix) 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;
(x) other than in respect of a company which is dormant and was
solvent at the relevant time, taken any corporate action or had any steps taken
or legal proceedings started or threatened against it or petition presented or
order made for its winding-up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any jurisdiction)
or for the appointment of a receiver, administrator, administrative receiver,
trustee or similar officer (or for the appointment of any analogous person in
any jurisdiction) of all or any of its assets and revenues;
(xi) save as between Crest Nicholson and wholly-owned subsidiaries
of Crest Nicholson, waived, compromised or settled any claim which is material
in the context of the Wider Crest Nicholson Group taken as a whole;
(xii) entered into or varied the terms of any service agreement or
arrangement with any senior executive of Crest Nicholson or any member of the
Wider Crest Nicholson Group which is material in the context of the business of
any member of the Wider Crest Nicholson Group or entered into or varied the
terms of any service agreement or arrangement with any director of any member of
the Wider Crest Nicholson Group;
(xiii) made or agreed or consented to (other than in connection with
the Scheme) any alteration to its memorandum or articles of association or other
incorporation documents which is material in the context of the Wider Crest
Nicholson Group taken as a whole;
(xiv) modified or agreed to modify the terms of any of the Crest
Nicholson Share Schemes;
(xv) made or consented to any change to the terms of the trust deeds
or rules constituting the pension schemes established for its directors and/or
employees and/or their dependants or to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined, or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to, any change
to the trustees in each case where the consequence would be material in the
context of the Wider Crest Nicholson Group taken as a whole;
(xvi) proposed, agreed to provide or modified in any respect 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
Crest Nicholson Group to the extent material in the context of the Wider Crest
Nicholson Group taken as a whole; or
(xvii) entered into any contract, commitment or arrangement or passed
any resolution or made any offer (which remains open for acceptance) with
respect to, or proposed or announced any intention to effect or propose, any of
the transactions, matters or events referred to in this condition;
(e) save as Disclosed, since 31 October 2005:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider Crest Nicholson Group which is material in the context of
the Wider Crest Nicholson Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or other
legal proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider Crest Nicholson
Group or to which any member of the Wider Crest Nicholson Group is or may become
a party (whether as plaintiff or defendant or otherwise) and no enquiry or
investigation by or complaint or reference to any Relevant Authority or other
investigative body against or in respect of any member of the Wider Crest
Nicholson Group having been threatened, announced, implemented or instituted or
remaining outstanding by, against or in respect of any member of the Wider Crest
Nicholson Group which, in any such case, would or might reasonably be expected
to materially adversely affect the Wider Crest Nicholson Group taken as a whole;
(iii) no contingent or other liability having arisen which would
or might reasonably be expected to adversely affect the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Crest Nicholson Group to an extent which is material to the Crest Nicholson
Group taken as a whole; and
(iv) no steps having been taken and no omissions having been made
which are likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Crest Nicholson
Group, which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is material in
the context of the Wider Crest Nicholson Group taken as a whole;
(f) Castle Bidco not having discovered:
(i) save as Disclosed that any financial, business or other
information concerning the Wider Crest Nicholson Group publicly disclosed at any
time by any member of the Wider Crest Nicholson Group is materially misleading,
contains a material misrepresentation of fact or omits to state a fact necessary
to make the information contained therein not materially misleading;
(ii) save as Disclosed that any member of the Wider Crest
Nicholson Group or any partnership, company or other entity in which any member
of the Wider Crest Nicholson Group has a significant economic interest and which
is not a subsidiary undertaking of Crest Nicholson is subject to any liability,
contingent or otherwise, which is not disclosed in the annual report and
accounts of Crest Nicholson for the year ended 31 October 2005 and which is
material in the context of the Wider Crest Nicholson Group taken as a whole;
(iii) save as Disclosed that any past or present member of the
Wider Crest Nicholson Group has failed to comply with any applicable legislation
or the regulations of any jurisdiction or any notice or requirement of any
Relevant Authority with regard to the use, storage, treatment, transport,
handling, disposal, discharge, spillage, release, leak or emission of any waste
or hazardous or harmful substance or any substance likely to impair the
environment or harm human or animal health or otherwise relating to
environmental matters or human health or that there has otherwise been any such
use, storage, treatment, transport, handling, disposal, discharge, spillage,
release, leak or emission (whether or not the same constituted non-compliance by
any person with any such legislation or regulation, and whenever or wherever the
same may have taken place), any of which non-compliance would be likely to give
rise to any liability (whether actual or contingent) or cost on the part of any
member of the Wider Crest Nicholson Group which, in each case, is material in
the context of the Wider Crest Nicholson Group taken as a whole;
(iv) save as Disclosed that there is or is likely to be any
obligation or liability (whether actual or contingent) of any member of the
Wider Crest Nicholson Group to make good, repair, re-instate or clean up any
property now or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Crest Nicholson Group
under any environmental legislation, regulation, notice, circular, order or
other requirement of any Relevant Authority in any jurisdiction which in each
case, is material in the context of the Wider Crest Nicholson Group taken as a
whole; or
(v) any information which affects the import of any information
disclosed to Castle Bidco at any time by or on behalf of the Wider Crest
Nicholson Group and which is material in the context of the Wider Crest
Nicholson Group taken as a whole.
4. Castle Bidco reserves the right to waive all or any of
conditions 3(a) to (f) inclusive, in whole or in part. Castle Bidco shall be
under no obligation to waive or treat as fulfilled any of conditions 3(a) to (f)
inclusive by a date earlier than the date specified in condition 1 above for the
fulfilment thereof notwithstanding that the other conditions of the Acquisition
may at such earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
5. If Castle Bidco is required by the Takeover Panel to make
an offer for any Crest Nicholson Shares under Rule 9 of the Takeover Code,
Castle Bidco may make such alterations to the above conditions as are necessary
to comply with that Rule.
6. The Acquisition will lapse and the Scheme will not proceed
(unless the Takeover Panel otherwise consents) if the acquisition of Crest
Nicholson is referred to the Competition Commission before the date of the Court
Meeting.
7. Castle Bidco reserves the right to elect to implement the
Acquisition by way of an Offer. In such event, such offer will be implemented on
the same terms (subject to appropriate amendments, including (without
limitation) an acceptance condition set at 90 per cent. (or such lesser
percentage as Castle Bidco may, subject to compliance with the Takeover Code,
decide) of the shares to which such offer relates and of the voting rights
carried by those shares, so far as applicable, as those which would apply to the
Scheme.
8. If the Scheme is effected:
(a) the Loan Note Elected Shares will be acquired by Castle Bidco
fully paid and free from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and any other rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching thereto,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement other than the Interim Dividend; and
(b) Cancellation Shareholders will be deemed to have confirmed to
the Company that the Cancellation Shares held by them are fully paid and free
from all liens, charges, equitable interests, encumbrances, rights of
pre-emption and any other rights and interests of any nature whatsoever.
9. For the purpose of these conditions:
"Wider Castle Bidco Group" means Castle Bidco, its holding companies and the
subsidiary undertakings of any such holding companies, associated undertakings
and any other undertakings in which Castle Bidco and such undertakings
(aggregating their interests) have a substantial interest;
"Wider Crest Nicholson Group" means Crest Nicholson and its subsidiary
undertakings, associated undertakings and any other undertakings in which Crest
Nicholson and such undertakings (aggregating their interests) have a substantial
interest; and
"subsidiary undertaking", "holding company", "associated undertaking" and "
undertaking" have the meanings given by the Companies Act (but for these
purposes ignoring paragraph 20(1)(b) of Schedule 4A to the Companies Act) and "
substantial interest" means a direct or indirect interest in 20 per cent. or
more of the equity capital (as defined in the Companies Act) of an undertaking.
10. For the purpose of these conditions:
(a) "Disclosed" means disclosed in:
(i) any of the documents made available as at 6.00pm on 5 March 2007 in respect
of the proposed Acquisition in the data room located at Linklaters, One Silk
Street, London EC2Y 8HQ;
(ii) any other documents delivered to an Information Recipient in respect of the
Acquisition by or on behalf of Crest Nicholson on or before 6.00pm on
5 March 2007;
(iii) any public announcement by Crest Nicholson to a Regulatory Information
Service on or before 6.00pm on 5 March 2007;
(iv) the announcement released on 25 January 2007 by Crest Nicholson of its
preliminary results for the financial year ended 31 October 2006; or
(v) the report and accounts of Crest Nicholson for the financial year ended 31
October 2005.
(b) "Information Recipient" means each of:
(i) any director or employee of any member of the Castle Bidco Group; and
(ii) any professional advisers engaged by any member of the Castle Bidco Group
in connection with the Acquisition.
11. The Acquisition and the Scheme are governed by English law and
will be subject to the exclusive jurisdiction of the English courts and the
conditions set out above.
Appendix II: Bases and sources of the financial information
1. Unless otherwise stated:
(i) the financial information relating to Crest Nicholson has
been extracted without material adjustment from the published audited reports
and accounts of Crest Nicholson for the relevant period; and
(ii) the information relating to Castle Bidco has been provided
by the Castle Bidco Directors.
2. The value of the existing issued share capital of Crest
Nicholson of approximately #701.3 million is based on 113,120,318 Crest
Nicholson Shares in issue as at the Reference Date.
3. The fully diluted value of Crest Nicholson of approximately
#715 million is based on the fully diluted number of Crest Nicholson Shares of
115,322,657 as at the Reference Date.
4. Unless otherwise stated:
(i) the financial information in this announcement relating to
Uberior has been sourced from the audited financial statements of Uberior for
the 12 month period ended 31 December 2005; and
(ii) the financial information in this announcement relating to
TBH Investments has been sourced from the audited financial statements of TBH
Investments for the 12 month period ended 31 March 2006.
5. Unless otherwise stated, all prices quoted for shares are
closing mid-market prices as derived from the Daily Official List.
Appendix III: Definitions
The following definitions apply throughout this announcement unless the context
requires otherwise.
1994 Executive the Crest Nicholson Group Executive Share Option Scheme 1994, as
Scheme amended from time to time (including an unapproved schedule)
2004 Executive the Crest Nicholson Executive Share Option Scheme 2004, as
Scheme amended from time to time (including an unapproved schedule)
Acquisition the proposed issue of the New Cobra Shares to Castle Bidco in
consideration of the cancellation of the Scheme Shares pursuant
to the Scheme
Australia the Commonwealth of Australia, its territories and possessions
Bank of The Governor and Company of the Bank of Scotland
Scotland
Business Day any day, other than a Saturday or Sunday or public holiday or
bank holiday, on which banks are open for normal business in the
City of London
Canada Canada, its provinces and territories and all areas subject to
its jurisdiction
Cancellation all Scheme Shares other than the Loan Note Elected Shares
Shares
Cancellation those Crest Nicholson Shareholders holding Scheme Shares other
Shareholders than any Loan Note Elected Shares
Capital the proposed reduction of the share capital of Crest Nicholson
Reduction comprising the cancellation of the Scheme Shares provided for by
the Scheme under section 135 of the Companies Act
Castle Bidco Castle Bidco Limited, a company incorporated in England and Wales
with registered number 5988526
Castle Bidco the directors of Castle Bidco
Directors
Castle Bidco Castle Topco, Castle Midco and Castle Bidco
Group
Castle the investors in Castle Topco, comprising Bank of Scotland
Consortium (through its wholly-owned subsidiary, Uberior) and West Coast
Capital (through Pacific Shelf 1410 which it indirectly wholly
owns)
Castle Midco Castle Midco Limited, a company incorporated in England and Wales
with registered number 5988530, being the parent company of
Castle Bidco
Castle Topco Castle Topco Limited, a company incorporated in England and Wales
with registered number 5988581, being the parent company of
Castle Midco
Closing Price the closing middle market quotation of a Crest Nicholson Share as
derived from the Daily Official List
Companies Act the Companies Act 1985 (as amended)
Competing an offer or proposal (however effected, including by means of a
Offer scheme of arrangement) to acquire 30 per cent. or more of the
voting rights attributable to the issued share capital or the
whole or a material part of the undertaking, business or assets
of the Crest Nicholson Group which is made by a person or entity
other than Castle Bidco or any person acting in concert (as
defined in the Takeover Code) with Castle Bidco
Conditions the conditions to the implementation of the Scheme and the
Acquisition which are set out in Appendix I to this announcement
Court the High Court of Justice for England and Wales
Court Meeting the meeting of Scheme Shareholders to be convened by an order of
the Court pursuant to section 425 of the Companies Act for the
purpose of considering and, if thought fit, approving the Scheme
(with or without amendment) and any adjournment thereof
Court Order the order of the Court sanctioning the Scheme and confirming the
Capital Reduction
Crest Crest Nicholson PLC, a company incorporated in England and Wales
Nicholson or with registered number 1040616
the Company
Crest the board of directors of Crest Nicholson
Nicholson
Board or Board
Crest the Crest Nicholson Group Pension and Life Assurance Scheme
Nicholson
Defined
Benefit Scheme
Crest the directors of Crest Nicholson
Nicholson
Directors or
Directors
Crest the group comprising Crest Nicholson and its subsidiary
Nicholson undertakings and a member of the Crest Nicholson Group shall be
Group construed accordingly
Crest the 1994 Executive Scheme, the 2004 Executive Scheme, the
Nicholson Deferred Plan, the LTIP, the SAYE and the SIP
Share Schemes
Crest holders of Crest Nicholson Shares from time to time
Nicholson
Shareholders
or
Shareholders
Crest the ordinary shares of 10 pence each in the capital of Crest
Nicholson Nicholson
Shares or
Shares
Daily Official the Daily Official List of the London Stock Exchange
List
Deferred Plan the Crest Nicholson Deferred Share Bonus Plan as amended from
time to time
Dresdner Dresdner Kleinwort Limited
Kleinwort
Effective Date the day on which the Scheme becomes effective in accordance with
its terms
EGM or the extraordinary general meeting of Crest Nicholson to be
Extraordinary convened in connection with the Proposals and any adjournment
General thereof
Meeting
Financial the Financial Services Authority of the UK in its capacity as the
Services competent authority for the purposes of Part VI of FSMA
Authority
Form of the form of election to be issued to Crest Nicholson Shareholders
Election in connection with the Loan Note Alternative
FSMA the Financial Services and Markets Act 2000 (as amended)
HBOS Group the group comprising HBOS and its subsidiary undertakings
HBOS HBOS plc, a company incorporated in Scotland with registered
number SC218813
Implementation the implementation agreement dated 7March 2007 between Castle
Agreement Bidco and Crest Nicholson
Interim the interim dividend of 9.7pence per Crest Nicholson Share
Dividend declared by Crest Nicholson on 25 January 2007and payable to the
holders of Crest Nicholson Shares whose names appear on the
register as at 9March2007
Japan Japan, its cities and prefectures, territories and possessions
Listing Rules the rules and regulations made by the Financial Services
Authority in its capacity as the UK Listing Authority under FSMA,
and contained in the UK Listing Authority's publication of the
same name;
Loan Notes any loan notes issued by Castle Bidco under the terms of a loan
note instrument proposed to be entered into between Castle Bidco
and Bank of Scotland as guarantor
Loan Note the alternative whereby Crest Nicholson Shareholders (other than
Alternative Loan Note Restricted Overseas Persons) may elect to receive,
subject to the terms and conditions of the Scheme and the other
terms and conditions to be set out in the Scheme Circular, Loan
Notes instead of all or part of the cash consideration to which
they would otherwise be entitled under the Scheme or Offer (if
applicable)
Loan Note Scheme Shares (if any) in respect of which valid elections have
Elected Shares been made under the Loan Note Alternative
Loan Note a person (including an individual, partnership, unincorporated
Restricted syndicate, limited liability company, unincorporated association,
Overseas trust, trustee, executor, administrator or other legal
Person representative) in, or resident in, or any person whom Castle
Bidco reasonably believes to be in, or resident in, (i) any of
the United States, Australia, Canada or Japan or any jurisdiction
where extension or acceptance of the Loan Note Alternative would
violate the law of, or require registration in, that jurisdiction
or (ii) in respect of whom Castle Bidco is advised to treat as
loan note restricted overseas persons in order to observe the
laws of such jurisdiction or to avoid the requirement to comply
with any governmental or other consent or any registration,
filing or other formality which Castle Bidco regards as unduly
onerous
London Stock London Stock Exchange plc
Exchange
LTIP the Crest Nicholson Long Term Share Incentive Plan, as amended
from time to time
Meetings the Court Meeting and/or the EGM, as the case may be
New Crest the new ordinary shares of 10 pence each in the capital of Crest
Nicholson Nicholson to be issued in accordance with the Scheme
Shares
Offer if Castle Bidco elects to effect the Acquisition by way of a
takeover offer, the offer to be made by or on behalf of Castle
Bidco to acquire all the Crest Nicholson Shares (which may or may
not include Shares already owned by Castle Bidco and/or persons
acting in concert with it) and, where the context so requires,
any subsequent revision, variation, extension or renewal thereof
Official List the official list of the Financial Services Authority
Pacific Shelf Pacific Shelf 1410 Limited, a company incorporated in Scotland
1410 with registered number SC314564
Panmure Gordon Panmure Gordon (UK) Limited
Pension Fund the trustees of the Crest Nicholson Defined Benefit Scheme
Trustees
pounds or # pounds sterling, the lawful currency of the UK
Proposals means the recommended offer by Castle Bidco to (i) cancel the
Scheme Shares and (ii) acquire the Loan Note Elected Shares by
way of the Scheme and, where the context requires, any subsequent
revision, variation, extension and renewal thereof
Reference Date 5 March2007, the last practicable date prior to this announcement
Registrar of the Registrar of Companies in England and Wales
Companies
Regulatory any of the Regulatory Information Services approved by the
Information Financial Services Authority and set out in appendix 3 to the
Service Listing Rules
Rothschild N M Rothschild & Sons Limited
SAYE the Crest Nicholson Sharesave Scheme (1998), as amended from time
to time
Scheme or the scheme of arrangement proposed to be made under section 425
Scheme of of the Companies Act between Crest Nicholson and the holders of
Arrangement Scheme Shares, with or subject to any modification, addition or
condition approved or imposed by the Court and agreed to by Crest
Nicholson and Castle Bidco
Scheme the document proposed to be sent to Crest Nicholson Shareholders
Circular containing, inter alia, the Scheme, certain information about
Crest Nicholson and the Castle Bidco Group and the notices
convening the Meetings
Scheme Record 6.00 p.m. on the Business Day immediately prior to the Effective
Time Date
Scheme registered holders of Scheme Shares
Shareholders
Scheme Shares (a) all Crest Nicholson Shares which are:
(b) allotted and in issue at the date of the Scheme
Circular;
(c) allotted and issued after the date of the
Scheme Circular and before the Voting Record Time; or
(d) allotted and issued at or after the Voting
Record Time and before the Scheme Record Time either on terms
that the original or any subsequent holders of such shares are to
be bound by the Scheme or in respect of which their holders are,
or have agreed in writing to be, bound by the Scheme
other than those Crest Nicholson Shares held by Castle Bidco
SIP the Crest Nicholson Share Incentive Plan, as amended from time to
time
Special the special resolution to be proposed at the Crest Nicholson EGM
Resolution in connection with the Scheme
subsidiary or to be construed in accordance with the Companies Act
holding
company
Takeover Code the City Code on Takeovers and Mergers
Takeover Panel the Panel on Takeovers and Mergers
TBH TBH Investments Limited, a company incorporated in England and
Investments Wales with registered number 2762478
Uberior Uberior Ventures Limited, a company incorporated in Scotland with
registered number SC235067
UK Listing the Financial Services Authority acting in its capacity as the
Authority competent authority for listing under the FSMA
United Kingdom the United Kingdom of Great Britain and Northern Ireland
or UK
United States the United States of America, its territories and possessions,
any State of the United States of America and the District of
Columbia
US Securities the Securities Act of 1933 (as amended)
Act
VAT value added tax
Voting Record the date and time to be fixed by the Court for determining
Time entitlement to vote at the Court Meeting (to be set out in the
notice of Court Meeting) or, if the Court Meeting is adjourned,
6.00 p.m. on the day two days immediately preceding the day fixed
for the adjourned Court Meeting
West Coast a partnership established under the laws of Scotland
Capital
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQUBVKRBNRORAR
Crest Nicholson (LSE:CRST)
Historical Stock Chart
From Feb 2025 to Mar 2025
Crest Nicholson (LSE:CRST)
Historical Stock Chart
From Mar 2024 to Mar 2025
