TIDMQED
RNS Number : 1549B
Quintain Estates & Development PLC
05 October 2015
For immediate release 5 October 2015
RECOMMENDED INCREASED CASH OFFER
for
QUINTAIN ESTATES AND DEVELOPMENT PLC
by
BAILEY ACQUISITIONS LIMITED
Posting of response circular to increased offer
It was announced on 29 July 2015 that the then boards of
directors of Quintain Estates and Development PLC (Quintain) and
Bailey Acquisitions Limited (Bidco), an investment vehicle
indirectly controlled by Lone Star Real Estate Fund IV (Lone Star),
had reached agreement on the terms of a unanimously recommended
cash offer under which Bidco would offer to acquire the entire
issued and to be issued share capital of Quintain for a price of
131 pence per Quintain Share (the Offer). The full terms and
conditions and the procedures for acceptance of the Offer were set
out in the offer document which was published and sent to Quintain
Shareholders by Bidco on 11 August 2015 and in the accompanying
form of acceptance.
On 25 September 2015, Bidco announced an increased cash offer
(the Increased Offer) for the entire issued and to be issued share
capital of Quintain under which Quintain Shareholders would receive
141 pence per Quintain Share. On 26 September 2015 Bidco posted the
revised offer document containing the full terms and conditions of
the Increased Offer (the Revised Offer Document), together with the
accompanying Form of Acceptance, to Quintain Shareholders and, for
information purposes only, to persons with information rights and
to participants in the Quintain Share Plans.
As previously announced, the Increased Offer, which is subject
to certain further terms set out in the Revised Offer Document and
the Form of Acceptance, is being made on the following basis:
141 pence in cash for each Quintain Share
The Increased Offer values the entire issued ordinary share
capital of Quintain on a fully diluted basis at approximately
GBP745 million.
Quintain announces that a response circular (the Response
Circular) was posted on 3 October 2015 to Quintain Shareholders,
participants in the Quintain Share Plans and, for information
purposes only, to persons with information rights. This contains
the unanimous recommendation of the Quintain Directors who are
independent of Lone Star (Being Maxwell James, Nigel Kempner and
Simon Carter) that Quintain Shareholders accept the Increased
Offer.
Quintain Shareholders who have not yet accepted the Increased
Offer are urged to do so as soon as possible:
-- To accept the Increased Offer in respect of Quintain Shares
held in certificated form (that is, not in CREST), you should
complete and return the Form of Acceptance so as to be received by
no later than 1.00 p.m. (London time) on 10 October 2015 in
accordance with the procedure set out in the Revised Offer
Document.
-- To accept the Offer in respect of shares held in
uncertificated form (that is, shares held in CREST), you should
ensure than an Electronic Acceptance is made by you or on your
behalf and that settlement occurs no later than 1.00 p.m. (London
time) on 10 October 2015 in accordance with the procedure set out
in the Revised Offer Document. If you are a CREST sponsored member,
you should refer to your CREST sponsor as only your CREST sponsor
will be able to send the necessary TTE Instruction to
Euroclear.
Quintain Shareholders who have previously validly accepted the
Offer will automatically be deemed to have accepted the Increased
Offer by virtue of their prior acceptances and, therefore, need to
take no further action. All Quintain Shareholders who accepted the
Offer before the date of the Revised Offer Document will receive
the Increased Offer Price in respect of their Quintain Shares.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the offer document which was
published and sent to Quintain Shareholders by Bidco on 11 August
2015.
Enquiries
Quintain Estates and Development
PLC
Maxwell James/Simon Carter +44 (0)20 3219 2200
J.P. Morgan Cazenove (Quintain's
Financial Adviser and Corporate
Broker)
Bronson Albery/Paul Hewlett/Tara
Morrison +44 (0)20 7742 4000
Lazard (Quintain's Financial
Adviser)
Patrick Long/Max von Hurter/Philippe
Noël +44 (0)20 7187 2000
Barclays (Quintain's Corporate
Broker)
Brendan Jarvis/Tom Boardman/Derek
Shakespeare +44 (0)20 7623 2323
Finsbury (Quintain's PR
Adviser)
Jenny Davey/James Thompson +44 (0)20 7251 3801
Further information
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove, which is authorised and regulated
in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Quintain and no one else in connection with the
Offer and will not be responsible to anyone other than Quintain for
providing the protections afforded to its clients or for providing
advice in relation to the Offer, the contents of this announcement
or any other matters referred to in this announcement.
Lazard & Co., Limited (Lazard), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Quintain and no one else in connection
with the Offer and will not be responsible to anyone other than
Quintain for providing the protections afforded to its clients or
for providing advice in relation to the Offer, the contents of this
announcement or any other matters referred to in this
announcement.
Barclays Bank PLC, acting through its Investment Bank
(Barclays), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Quintain
and no one else in connection with the Offer and will not be
responsible to anyone other than Quintain for providing the
protections afforded to its clients or for providing advice in
relation to the Offer, the contents of this announcement or any
other matters referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer 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 made solely by means of the Offer Document
and the Form of Acceptance accompanying the Offer Document, which
contains the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any response to the Offer
should be made only on the basis of information contained in the
Offer Document. Quintain Shareholders are advised to read the
formal documentation in relation to the Offer carefully.
This announcement has been prepared for the purposes of
complying with English law, the rules of the London Stock Exchange
and the 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 and regulations of any
jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom or the United States and the ability of
Quintain Shareholders who are not resident in the United Kingdom or
the United States to participate in the Offer may be affected by
the laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or the United States or Quintain Shareholders who are not
resident in the United Kingdom or the United States will need to
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws of
any such jurisdiction. Further details in relation to overseas
shareholders are contained in the Offer Document.
The Offer is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction, and will not be
capable of acceptance by any such use, means, instrumentality or
facility from within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or
mail it in, into or from such jurisdiction. Any person (including,
without limitation, any agent, nominee, custodian or trustee) who
has a contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United Kingdom
or the United States should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction
and must not mail, send or otherwise forward or distribute them in,
into or from any Restricted Jurisdiction.
Notice to US holders of Quintain Shares
The Offer is being made in the United States pursuant to Section
14(e) of, and Regulation 14E under, the US Exchange Act, and
otherwise in accordance with the requirements of the Code.
Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic
tender offer procedures and law.
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