TIDMHUNT
RNS Number : 3880R
Hunters Property PLC
05 March 2021
GENERAL TEXT AMMENT
The following amendment has been made to the 'RESULTS OF COURT
MEETING AND GENERAL MEETING' announcement released on 5 March 2021
at 16:15 under RNS No 3869R.
(In the Voting results of the Court Meeting table, the total
value in No. of Scheme Shares voted column has been amended)
All other details remain unchanged.
The full amended text is shown below.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
5 March 2021
RECOMMED CASH AND SHARE OFFER
FOR
HUNTERS PROPERTY PLC
BY
THE PROPERTY FRANCHISE GROUP PLC
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
RESULTS OF COURT MEETING AND GENERAL MEETING
On 28 January 2021, the boards of Hunters Property plc (Hunters)
and he Property Franchise Group plc (TPFG), announced that they had
reached agreement on the terms of a recommended cash and share
offer pursuant to which TPFG will acquire the issued and to be
issued share capital of Hunters (the Offer). The Offer is to be
effected by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the Scheme).
Hunters is pleased to announce that, at the Court Meeting and
the General Meeting each held earlier today in connection with the
Offer:
(1) the requisite majority of eligible Hunters Shareholders
voted in favour of the Scheme at the Court Meeting; and
(2) the requisite majority of eligible Hunters Shareholders
voted to pass the Special Resolution to implement the Scheme,
including the amendment of Hunters' articles of association, at the
General Meeting.
Details of the resolutions passed are set out in the Notices of
the Court Meeting and General Meeting contained in the scheme
document published on 10 February 2021 in relation to the Offer
(the Scheme Document).
Capitalised terms in this announcement (the Announcement),
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Voting results of the Court Meeting
Results of the poll at the Court Meeting held on 5 March 2021
were as follows:
Results No. of Scheme % of Scheme No. of Scheme % of Scheme No. of Scheme
of Court Shareholders Shareholders Shares voted Shares voted* Shares voted
Meeting who voted who voted* as a % of
the issued
ordinary
share capital*
FOR 77 97.468 22,033,759 99.904 67.146
-------------- -------------- ------------- -------------- ----------------
AGAINST 2 2.532 21,225 0.096 0.065
-------------- -------------- ------------- -------------- ----------------
TOTAL 79 100 22,054,984 100 67.211
-------------- -------------- ------------- -------------- ----------------
* Rounded to three decimal places
Voting results of the General Meeting
Results of the poll at the General Meeting held on 5 March 2021
were as follows:
No. of Hunters Shares % of Hunters Shares
voted voted*
FOR** 25,479,109 99.917
---------------------- --------------------
AGAINST 21,225 0.083
---------------------- --------------------
WITHHELD*** 0 0
---------------------- --------------------
TOTAL 25,500,334 100
---------------------- --------------------
* Rounded to three decimal places.
** Incorporates proxy appointments which gave discretion to the
Chair of the General Meeting.
*** A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' nor 'Against' the
resolution.
Effective Date and Timetable
The Scheme Document contains a current expected timetable of
principal events for the implementation of the Scheme, as set out
on page 15. If any of the key dates and/or times in this expected
timetable change, Hunters will give notice of these dates and/or
times, when known, by issuing an announcement though a Regulatory
Information Service, with such announcement being made available on
Hunters' website at
www.hunters.com/other-services/investor-relations.com .
The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions set out in the
Scheme Document, including the Court sanctioning the Scheme at the
Court Hearing, which is expected to take place in March 2021.
Enquiries:
Hunters Property plc
Glynis Frew - Chief Executive
Ed Jones - Chief Financial Officer 01904 756 197
SPARK Advisory Partners Limited (Hunters'
Financial Adviser and Nominated Adviser)
Andrew Emmott 0113 370 8971
Dowgate Capital Limited (Hunters' Corporate
Broker)
James Serjeant 020 3903 7715
Disclaimers
SPARK, which is authorised and regulated by the FCA, is acting
exclusively for Hunters as its financial adviser for the purposes
of Rule 3 of the Takeover Code and in relation to the Acquisition
and other matters referred to in this announcement and is not
acting for any other person in relation to such matters. SPARK will
not be responsible to anyone other than Hunters for providing the
protections afforded to clients of SPARK or for providing advice in
relation to the content of this announcement or any matter or
arrangement referred to herein.
Cenkos, which is authorised and regulated in the UK by the FCA,
is acting exclusively for The Property Franchise Group as financial
adviser in relation to the Acquisition and other matters referred
to in this announcement and is not acting for any other person in
relation to such matters. Cenkos will not be responsible to anyone
other than The Property Franchise Group for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any matter or
arrangement referred to herein.
Overseas jurisdictions
This Announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Hunters Shareholders who
are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Hunters Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they
are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document.
Unless otherwise determined by TPFG or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will 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 Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
Notice to US shareholders in Hunters
The Acquisition relates to the shares of an English company that
is not registered under the US Securities Exchange Act of 1933 (the
"US Exchange Act") and is being made by means of a scheme of
arrangement provided for under English company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US
Exchange Act. Accordingly, the Acquisition is subject to the
disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of United States tender offer and proxy solicitation
rules under the US Exchange Act.
The New TPFG Shares to be issued pursuant to the Scheme have not
been, nor will they be, registered under the US Securities Act or
under any relevant securities laws of any state, territory or other
jurisdiction of the United States. The New TPFG Shares to be issued
to Scheme Shareholders pursuant to the Scheme are expected to be
issued in reliance on the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10)
thereof.
Securities to be issued to Hunters Shareholders pursuant to the
Scheme generally should not be treated as "restricted securities"
within the meaning of Rule 144(a)(3) under the US Securities Act
and persons who receive securities in the Scheme (other than
"affiliates" as described in the paragraph below) may resell them
without restriction under the US Securities Act.
Under the US securities laws, persons who are or will be deemed
to be an "affiliate" (within the meaning of the Securities Act) of
Hunters or The Property Franchise Group may not resell New TPFG
Shares received pursuant to the Scheme in the United States without
registration under the US Securities Act, except pursuant to an
applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act. Whether a person
is an affiliate of a company for such purposes depends upon the
circumstances, but affiliates of a company can include certain
officers and directors and significant shareholders. Persons who
believe they may be affiliates of Hunters or The Property Franchise
Group should consult their own legal advisers prior to any sale of
securities received in the Scheme.
For the purposes of qualifying for the exemption from the
registration requirements of the Securities Act afforded by section
3(a)(10) thereof, Hunters will advise the Court that its
sanctioning of the Scheme will be relied upon by The Property
Franchise Group as an approval of the Scheme following a hearing on
its fairness to Hunters Shareholders, at which hearing all Hunters
Shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to
which notification has been given to all Hunters Shareholders
(subject to observance of measures restricting social gatherings in
light of the COVID-19 pandemic).
Forward looking statements
This Announcement (including information incorporated by
reference into this Announcement), any oral statements made by
Hunters or The Property Franchise Group in relation to the
Acquisition and other information published by Hunters or The
Property Franchise Group may contain forward-looking statements
with respect to the financial condition, results of operations and
business of the Hunters Group, the TPFG Group and/or the Enlarged
Group and certain plans and objectives of the Hunters Board and the
TPFG Board. All statements other than statements of historical fact
included in this document may be forward-looking statements.
Without limitation, any statements preceded or followed by or that
include words such as "aim", "anticipate", "continue", "target",
"expect", "estimate", "hope", "intend", "plan", "project", "goal",
"believe", "will", "may", "should", "would", "could" or other words
of similar substance or meaning or the negative thereof, are
forward-looking statements. Forward-looking statements 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 of Hunters or The Property Franchise
Group or the Enlarged Group; and (ii) business and management
strategies and the expansion and growth of Hunters' or The Property
Franchise Group's or the Enlarged Group's operations and potential
synergies resulting from the Acquisition.
These statements are based on assumptions and assessments made
by the Hunters Board and/or the TPFG Board 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 announcement
could significantly affect expected results and/or the operations
of Hunters, The Property Franchise Group or the Enlarged Group.
Except as expressly provided in this announcement, such statements
have not been reviewed by the auditors of Hunters or The Property
Franchise Group.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place reliance on these forward
looking statements which speak only as at the date of this
announcement. 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. Neither Hunters nor The Property Franchise Group, nor
any of their respective members, directors, officers, employees,
advisers and any person acting on behalf of one or more of them
assumes any obligation to update or correct the information
contained in this announcement, whether as a result of new
information, future events or otherwise, except to the extent
legally required (including as required by the Takeover Code and
the AIM Rules).
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set out in this announcement since such date.
There are several factors which could cause actual results to
differ materially from those expressed in or implied by
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business acquisitions or disposals. Such statements are qualified
in their entirety by the inherent risks and uncertainties
surrounding future expectations.
No member of the Hunters Group or the TPFG Group, nor any of
their respective associates, directors, officers, employees or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. or more of any class of relevant
securities of Hunters 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) Hunters and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) of the Takeover Code 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 Hunters or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a "Dealing Disclosure".
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of Hunters or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of Hunters 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)
Hunters and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8 of the Takeover Code. A Dealing Disclosure by a person to whom
Rule 8.3(b) of the Takeover Code 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 Hunters or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Takeover Code.
Opening Position Disclosures must also be made by Hunters and by
any offeror and Dealing Disclosures must also be made by Hunters,
by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code). 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.
GENERAL
Times
All references to time in this announcement are to London time,
unless otherwise stated.
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END
ROMUPUUWWUPGGQA
(END) Dow Jones Newswires
March 05, 2021 11:38 ET (16:38 GMT)
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