TIDMHUNT TIDMTPFG

RNS Number : 9198S

Hunters Property PLC

19 March 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY 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

19 March 2021

RECOMMED CASH AND SHARE OFFER

for

HUNTERS PROPERTY PLC

by

THE PROPERTY FRANCHISE GROUP PLC

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 28 January 2021, the boards Hunters Property plc (Hunters) and The 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 announcement confirmed that the Offer would be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the Scheme).

The Scheme was sanctioned by the Court on 16 March 2021.

Hunters is pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become effective in accordance with its terms.

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members of Hunters at the Scheme Record Time (6:00 p.m. on 18 March 2021) will be entitled to receive 43.2 pence in cash and 0.1655 New TPFG Shares for each Scheme Share held at the Scheme Record Time. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques/share certificates or the crediting of CREST accounts (for Scheme Shareholders holding Scheme Shares in certificated form and uncertificated form, respectively) as soon as practicable and in any event not later than 2 April 2021.

Delisting of Hunters Shares

Dealings in Hunters shares were suspended with effect from 7:30 a.m. (London time) today. The cancellation of listing of Hunters Shares on AIM will take effect no later than 7.00 a.m. on 22 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 
 
 
 The Property Franchise Group PLC 
  Gareth Samples - Chief Executive Officer 
  David Raggett - Chief Financial Officer                                              01202 292829 
 
 
 Cenkos Securities plc 
  Max Hartley (Nominated Adviser to TPFG) 
  Julian Morse (Sales)                                                                 0207 397 8900 
 
 
 Alma PR 
  Susie Hudson 
  Justine James 
  Harriet Jackson                                                                      0203 405 0205 
 

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.

GENERAL

Times

All references to time in this announcement are to London time, unless otherwise stated.

Publication on websites and availability of hard copies

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Hunter's website at

www.hunters.com/other-services/investor-relations   and TPFG's website at www.thepropertyfranchisegroup.co.uk/investors   by no later than 12 noon on the Business Day following the date of this announcement. 

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

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END

MSCEASDNFSEFEFA

(END) Dow Jones Newswires

March 19, 2021 11:53 ET (15:53 GMT)

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