TIDMO5G TIDMIRSH TIDMGWI
RNS Number : 3586G
CPI Property Group
23 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
23 July 2021
CASH OFFER
FOR
GLOBALWORTH REAL ESTATE INVESTMENTS LIMITED
BY
CPI PROPERTY GROUP S.A. AND AROUNDTOWN SA
THROUGH
ZAKIONO ENTERPRISES LIMITED
OFFER CLOSED FOR ACCEPTANCES
Introduction
On 14 April 2021, CPI Property Group S.A. ("CPI") and Aroundtown
SA ("Aroundtown") announced the terms of a cash offer pursuant to
which Zakiono Enterprises Limited ("Zakiono") would acquire the
entire issued and to be issued share capital (not already held, or
agreed to be acquired, by Zakiono) of Globalworth Real Estate
Investments Limited ("Globalworth") (the "Offer"). The full terms
of, and conditions to, the Offer and the procedures for acceptance
were set out in the offer document dated 12 May 2021 (the "Offer
Document").
Following the First Closing Date of the Offer on 2 June 2021,
the Offer was subsequently extended for acceptances until 1.00p.m.
(London time) on 16 June 2021, then to the same time on 30 June
2021 and, subsequently, to the same time on 9 July 2021.
On 8 July 2021, Zakiono announced that it had reduced the
Acceptance Condition from more than 90 per cent. to more than 50
per cent. of the voting rights then normally exercisable at a
general meeting of Globalworth and that the Acceptance Condition
had been satisfied and the Offer had been declared unconditional in
all respects and that the Offer would close at 1.00 p.m. (London
time) on 23 July 2021 (the "Final Closing Date").
Unless otherwise stated, the terms used in this announcement
have the same meanings as given to them in the Offer Document.
Closure of the Offer
The deadline for acceptance of the Offer (being 1:00 p.m.
(London Time) on 23 July 2021) has now passed. As such the Offer is
now closed and is no longer capable of being accepted .
Level of acceptances and interests in Globalworth Shares
As at 1.00 p.m. (London time) on 23 July 2021, being the Final
Closing Date of the Offer, Zakiono had received valid acceptances
in respect of a total of 20,467,759 Globalworth Shares,
representing approximately 9.24 per cent. of the issued share
capital of Globalworth. So far as Zakiono is aware, none of these
acceptances have been received from persons acting in concert with
Zakiono.
As at close of business in London on 21 July 2021 (being the
latest practicable time and date prior to the date of this
announcement), neither Zakiono, CPI or Aroundtown nor, so far as
Zakiono, CPI and Aroundtown are aware, any person acting in concert
with Zakiono, CPI or Aroundtown:
-- has any interest in, or right to subscribe in respect of, or
any short position in relation to Globalworth relevant securities,
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 of Globalworth relevant
securities;
-- has any outstanding irrevocable commitment or letter of
intent with respect to Globalworth relevant securities;
-- borrowed or lent any Globalworth relevant securities
(including any financial collateral arrangements), save for any
borrowed shares which have been either on-lent or sold,
save for the following Globalworth relevant securities held by
Zakiono, CPI or Aroundtown or a person acting in concert with
Zakiono, CPI or Aroundtown:
Name Nature of interest Number of relevant securities Percentage of Globalworth issued
share capital (excluding
treasury shares)
Zakiono Enterprises Limited Shares 113,879,464 51.39%
-------------------- ------------------------------ ---------------------------------
Zakiono Enterprises Limited Warrants 2,830,020 1.28%
-------------------- ------------------------------ ---------------------------------
Accordingly, as at 1.00 p.m. (London time) on 23 July 2021,
Zakiono owned or had received valid acceptances in respect of
134,347,223 Globalworth Shares (representing 60.63 per cent. of the
issued share capital of Globalworth) towards satisfaction of the
Acceptance Condition to its Offer.
The percentages of Globalworth Shares referred to in this
section are based upon a figure of 221,588,969 Globalworth Shares
in issue as at close of business in London on 21 July 2021 (being
the latest practicable time and date prior to the date of this
announcement).
Settlement of the consideration
Settlement of the consideration due under the Offer to
Globalworth Shareholders in respect of acceptances which are valid
and complete in all respects and were received by 1.00 p.m. (London
time) on 23 July 2021 will be effected within 14 calendar days of
such receipt (to the extent not already effected as at the date of
this announcement), in the manner described in the Offer
Document.
General
This announcement should be read in conjunction with the full
text of the Offer Document.
Subject to certain restrictions relating to persons resident in
a Restricted Jurisdiction, the Offer Document will be available on
the websites of CPI and Aroundtown at
https://www.cpipg.com/shareholder-corner-en#tab-item-4 and https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/ respectively, up to and including the end of the Offer. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
Further copies of the Offer Document and the Form of Acceptance
may be obtained by contacting the Receiving Agent, Computershare at
Corporate Actions Projects, Bristol, BS99 6AH or on 0370 707 4040
from within the United Kingdom or +44 (0)370 707 4040 if calling
from outside the United Kingdom between 9.00 a.m. and 5.00 p.m.
(London time) Monday to Friday (except UK public holidays). Calls
to the helpline from outside the UK will be charged at the
applicable international rate. Please note that Computershare
cannot provide any financial, legal or tax advice and calls may be
recorded and monitored for security and training purposes.
Enquiries
CPI + 352 (0) 26 47 67 58
David Greenbaum, Chief Financial Officer d.greenbaum@cpipg.com
Joe Weaver, Director of Capital Markets j.weaver@cpipg.com
Aroundtown + 352 (0) 288 313
Eyal Ben David, Chief Financial Officer eyal@aroundtown.lu
Timothy Wright, Head of Investor Relations timothy@aroundtown.de
Barclays (financial adviser to CPI
and Zakiono)
Brendan Jarvis
Derek Shakespeare
Akshay Majithia + 44 (0) 20 7623 2323
Citi (financial adviser to Aroundtown
and Zakiono)
Edward McBride
Alex Herzberger
Peter Davis + 44 (0) 20 7986 4000
SEC Newgate (PR adviser)
Tali Robinson, Managing Director +44 (0) 7952 836 196
Clotilde Gros, Director +44 (0) 7899 790 749
Hogan Lovells International LLP is acting as legal adviser to
CPI and Zakiono.
White & Case LLP is acting as legal adviser to
Aroundtown.
Important Notices
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority, is acting exclusively for Zakiono
and CPI and no one else in connection with the Offer and the
matters referred to in this announcement and will not be
responsible to anyone other than Zakiono and CPI for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
Globalworth securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are
required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will
be available on the London Stock Exchange website at
www.londonstockexchange.com . This information will also be
publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
Citigroup Global Markets Europe AG ("Citi"), which is authorised
and regulated by the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht - "BaFin") and
Bundesbank, is acting as financial adviser for Zakiono and
Aroundtown and for no one else in connection with the matters
described in this announcement, the Offer and will not be
responsible to anyone other than Zakiono and Aroundtown for
providing the protections afforded to clients of Citi nor for
providing advice in connection with the Offer, or any other matters
referred to in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, in delict, under
statute or otherwise) to any person who is not a client of Citi in
connection with this announcement, any statement contained herein,
the Offer or otherwise.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or invitation to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of, any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise. The Offer is being made solely through the Offer
Document, which together with the associated Form of Acceptance
contains the full terms and conditions of the Offer, including
details of how to accept the Offer. Any acceptance or other
response to the Offer should be made only on the basis of the
information in the Offer Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
The release, publication, distribution or availability of this
announcement or the Offer to persons who are residents, citizens or
nationals of, jurisdictions other than the United Kingdom and
Guernsey may be restricted by the laws and regulations of those
jurisdictions and therefore any persons into whose possession this
announcement comes (who are subject to the laws and regulations of
any jurisdiction other than the United Kingdom and Guernsey) should
inform themselves of, and observe, any applicable restrictions. In
particular, the ability of persons who are not resident in the
United Kingdom or Guernsey, or who are subject to the laws of
another jurisdiction, to participate in the Offer or to accept or
procure the acceptance of the Offer, may be affected by the laws of
the relevant jurisdictions in which they are located. Globalworth
Shareholders who are in any doubt regarding such matters should
consult an appropriate independent financial adviser in their
relevant jurisdiction without delay. Any failure to comply with
such requirements may constitute a violation of the laws and/or
regulation of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and other persons
involved in the Offer disclaim any responsibility or liability for
any violation of such restrictions by any person.
This announcement has been prepared for the purposes of
complying with English law, Guernsey law and the Code and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England and Guernsey.
Unless otherwise determined by Zakiono or required by the
Takeover Code, and permitted by applicable law and regulation, the
Offer shall not be made available, directly or indirectly, in, into
or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Offer by any such use, means, instrumentality or form within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement, the Form of Acceptance
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement, the Form of Acceptance and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
Further information for Overseas Shareholders is set out in
paragraph 8 of Part 2 of Appendix 1 to the Offer Document. Any
person (including, without limitation, any custodian, nominee or
trustee) who would, or otherwise intends to, or who may have a
contractual or legal obligation to forward this announcement,
together with the accompanying Form of Acceptance, to any
jurisdiction outside the United Kingdom should read that
paragraph.
Notice to Shareholders in the United States
The Offer is being made to Globalworth Shareholders resident in
the United States in reliance on, and compliance with, Regulation
14E and the related rules promulgated under the US Securities
Exchange Act of 1934 (the "Exchange Act"), subject to any
exemptions or relief therefrom, as applicable, including as set
forth in Rule 14d-1(c) of the Exchange Act, and otherwise in
accordance with the requirements of the Code, the Panel, the London
Stock Exchange and the Financial Conduct Authority. The Offer is
being made in the United States by the Consortium and no one
else.
The Offer relates to the shares of a Guernsey incorporated
company that is not registered under the Exchange Act and is
admitted to trading on AIM and is subject to disclosure and other
procedural requirements, format and style which are different from
those in the United States including with respect to withdrawal
rights, offer timetable and settlement procedures.
Financial information included in this announcement has been or
will be prepared in accordance with accounting standards applicable
in Guernsey and the United Kingdom, and may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the United States.
The receipt of consideration by a US holder for the transfer of
its Globalworth Shares pursuant to the Offer may be a taxable
transaction for United States federal income tax purposes and under
applicable United States federal, state and local, as well as
non-US and other, tax laws. Each Globalworth Shareholder is urged
to consult their independent professional adviser immediately
regarding any acceptance of the Offer including, without
limitation, the tax consequences of the Offer applicable to them,
including under applicable United States federal, state and local,
as well as non-US and other, tax laws.
It may be difficult for US holders to enforce their rights,
effect service of process within the United States and/or enforce
any claim and claims arising out of the US federal securities laws,
since Globalworth is incorporated under the laws of Guernsey,
Zakiono is incorporated under the laws of Cyprus, CPI and
Aroundtown are incorporated under the laws of Luxembourg and the
majority of the officers and directors of each of Globalworth, CPI,
Aroundtown and Zakiono are residents of countries other than the
United States and most of their respective assets are outside the
United States. It may not be possible to sue Globalworth, CPI,
Aroundtown or Zakiono, or any of their respective directors,
officers or affiliates, in a non-US court for violations of US
laws, including US securities laws. It may be difficult to compel
Globalworth, CPI, Aroundtown and Zakiono and their respective
directors, officers and affiliates to subject themselves to the
jurisdiction of a US court. There is doubt as to the enforceability
in the United Kingdom and Guernsey of original actions, or of
actions for enforcement of judgments of US courts, based on civil
liability provisions of US federal securities laws and judgments of
a US court.
Neither the SEC nor any US state securities commission has
approved or disapproved the Offer, or passed upon the fairness of
the Offer or passed upon the adequacy or accuracy of the
information contained in this announcement or otherwise in respect
of the Offer. Any representation to the contrary is a criminal
offence in the United States.
No offer to acquire securities or to exchange securities for
other securities has been made, or will be made, directly or
indirectly, in or into, or by the use of the mails of, or by any
means or instrumentality of interstate or foreign commerce or any
facilities of a national securities exchange of, the United States
or any other country in which such offer may not be made other
than: (i) in accordance with the tender offer requirements under
the Exchange Act, or the securities laws of such other country, as
the case may be; or (ii) pursuant to an available exemption from
such requirements.
In accordance with normal UK practice CPI, Aroundtown and
Zakiono or their respective nominees, or their respective brokers
(acting as agents), may, from time to time, make certain purchases
of, or arrangements to purchase, Globalworth Shares outside of the
United States, other than pursuant to the Offer, until the date on
which the Offer becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed, as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com . No purchases will be made other than
pursuant to the Offer in the United States by or on behalf of CPI
and Aroundtown, their affiliates or their respective nominees.
The receipt of cash by a US holder as consideration for the
transfer of its Globalworth Shares pursuant to the Offer will
likely be a taxable transaction for US federal income tax purposes
and under applicable US state and local, as well as foreign and
other, tax laws. Each US holder of Globalworth Shares is urged to
consult their independent professional adviser immediately
regarding the tax consequences of the Offer applicable to them.
Notice to Shareholders in the Republic of South Africa
The communication of this announcement to Globalworth
Shareholders should not be construed as constituting any form of
investment advice or recommendation, guidance or proposal of a
financial nature under the South African Financial Advisory and
Intermediary Services Act, 2002. The Offer is not being made to,
and does not constitute, an "offer to the public" (as such term is
defined in the South African Companies Act, 2008 (the "SA Companies
Act")) and does not, nor is it intended to constitute, a
"registered prospectus" (as such term is defined in the SA
Companies Act) prepared and registered under the SA Companies Act.
Further, the right of any entity or individual who is a South
African resident, to participate in the Offer is subject to such
resident having demonstrated to the Consortium's reasonable
satisfaction that it has obtained, all necessary exchange control
approvals pursuant to the South African Exchange Control
Regulations, 1961, promulgated under the Currency and Exchanges
Act, 1933 and the policies and directives of the Financial
Surveillance Department of the South African Reserve Bank or
otherwise.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement) contain statements about
Globalworth, CPI, Aroundtown and Zakiono that are or may be
forward-looking statements which are prospective in nature. All
statements other than statements of historical facts may be
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "targets", "plans", "believes", "expects", "aims",
"intends", "will", "should", "could", "would", "may",
"anticipates", "estimates", "synergy", "cost-saving", "projects",
"goal" or "strategy" or, words or terms of similar substance or the
negative thereof. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Globalworth's, CPI's, Aroundtown's, or
Zakiono's operations; and (iii) the effects of government
regulation on Globalworth's, CPI's, Aroundtown's, or Zakiono's
business.
These forward-looking statements are not guarantees of future
performance. Such forward-looking statements involve known and
unknown risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many
factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of
the date of this announcement. All subsequent oral or written
forward-looking statements attributable to Globalworth, CPI,
Aroundtown or Zakiono or any of their respective members,
directors, officers or employees or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above. Globalworth, CPI, Aroundtown and Zakiono disclaim
any obligation to update any forward-looking or other statements
contained in this announcement, except as required by applicable
law.
Citi and Barclays (and their respective affiliates) expressly
disclaim any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement
whether as a result of new information, future developments or
otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on the
websites of CPI and Aroundtown at https://www.cpipg.com/shareholder-corner-en#tab-item-4 and https://www.aroundtown.de/investor-relations/joint-offer-for-globalworth/ respectively by no later than 12 noon (London time) on the Business Day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Globalworth
Shareholders, persons with information rights and participants in
the Globalworth Share Schemes may request a hard copy of this
announcement by contacting the Receiving Agent, Computershare at
Corporate Actions Projects, Bristol, BS99 6AH or on 0370 707 4040
from within the United Kingdom or on +44 (0)370 707 4040 if calling
from outside the United Kingdom between 9.00 a.m. and 5.00 p.m.
(London time) Monday to Friday (except UK public holidays). You may
also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be
sent in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Globalworth Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Globalworth may be provided to Zakiono
during the Offer Period as required under Section 4 of Appendix 4
of the Takeover Code, and as noted at Rule 2.11(c).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
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