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
15
May 2024
RECOMMENDED ALL-SHARE OFFER
FOR THE COMBINATION
of
BARRATT DEVELOPMENTS PLC
("Barratt")
and
REDROW PLC
("Redrow")
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
Redrow announces that at the Court
Meeting and General Meeting held earlier today in connection with
the recommended all-share offer for the combination of Barratt and
Redrow, pursuant to which Barratt will acquire the entire issued
and to be issued ordinary share capital of Redrow (the
"Combination") to be
implemented by way of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"):
(A) the requisite majority of
Scheme Shareholders voted to approve the Scheme at the Court
Meeting; and
(B) the requisite majority of
Redrow Shareholders voted to pass the Special Resolution to
implement the Scheme, including the amendment of Redrow's 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 19 April 2024 (the
"Scheme
Document").
Capitalised terms used in this
announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document. All references to times
in this announcement are to London, United Kingdom times unless
stated otherwise.
Voting results of the Court Meeting
The table below sets out the results
of the poll at the Court Meeting. Each Scheme Shareholder, present
in person or by proxy, was entitled to one vote per Scheme Share
held at the Voting Record Time.
Results of Court Meeting
|
Number of Scheme Shares Voted**
|
%
of Scheme Shares Voted* **
|
Number of Scheme Shareholders who voted
|
%
of number of Scheme Shareholders who voted*
|
Number of Scheme Shares voted as a % of the Scheme Shares
eligible to be voted at the Court Meeting*
|
FOR
|
230,553,421
|
99.93%
|
475
|
94.06%
|
69.70%
|
AGAINST
|
153,041
|
0.07%
|
38
|
7.52%
|
0.00%
|
TOTAL***
|
230,706,462
|
100.00%
|
505
|
100.00%
|
69.75%
|
*Rounded to two decimal
places.
**Where a Scheme Shareholder has cast some of their votes
"for" and some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
and percentage of Scheme Shareholders who voted as set out in this
row.
***The aggregate of Scheme Shareholders voting "for" and
"against" the resolution as set out in this row exceeds the total
number and percentage of Scheme Shareholders who voted because 8
registered members gave instructions for votes to be cast "for" the
resolution in respect of part of their holding of Scheme Shares and
"against" the resolution in respect of another part of their
holding of Scheme Shares.
Voting results of the General Meeting
The table below sets out the results
of the poll conducted at the General Meeting. Each Redrow
Shareholder, present in person or by proxy, was entitled to one
vote per Redrow Share held at the Voting Record Time.
The total number of Redrow Shares in
issue at the Voting Record Time was 330,770,245. Redrow does not
hold any shares in treasury. Consequently, the total number of
voting rights in Redrow at the Voting Record Time was
330,770,245.
|
FOR
|
AGAINST
|
TOTAL
|
WITHELD**
|
|
Number of
Votes
|
% of
Votes*
|
Number of
Votes
|
% of
Votes*
|
Number of
Votes
|
Number of
Votes
|
Approval of the Special Resolution
|
230,689,231
|
99.92%
|
184,071
|
0.08%
|
230,873,302
|
32,330
|
*Rounded to two decimal
places.
** A vote withheld is not a
vote counted in the calculation of the proportion of votes 'For' or
'Against' the Special Resolution.
A copy of the Special Resolution
passed at the General Meeting will be submitted today to the
National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Timetable
The outcome of the Court Meeting and
General Meeting means that Conditions 2.1 and 2.2 (as set out in
Part A of Part 3 of the Scheme Document) have been
satisfied.
The Scheme remains subject to the
sanction by the Court at the Court Hearing and the satisfaction
(or, where applicable, the waiver) of the other Conditions to the
Scheme (as set out in the Scheme Document).
Subject to the Scheme receiving the
sanction of the Court, the filing of the Court Order with the
Registrar of Companies and the satisfaction (or, where applicable,
waiver) of the other Conditions, it is expected that the Scheme
will become effective during the second half of 2024, and in any
event, prior to the Long Stop Date.
The expected timetable of principal
events for the implementation of the Scheme remains as set out on
page 14 of the Scheme Document. If any of the key dates and/or
times set out in the timetable change, Redrow will give notice of
this change by issuing an announcement through a Regulatory
Information Service.
Prior to the Scheme becoming
effective in accordance with its terms, Redrow will make an
application for the suspension of trading of the Redrow Shares on
the London Stock Exchange's Main Market for listed securities to
take effect on the Business Day following the Effective Date and
for the cancellation of the listing of Redrow Shares on the
Official List to take effect two Business Days following the
Effective Date (and subject to the Scheme becoming
effective).
Enquiries
Redrow plc
Richard Akers, Non-Executive
Chair
Matthew Pratt, Group Chief
Executive
Barbara Richmond, Group Finance
Director
|
+44
(0) 1244 520 044
|
Barclays Bank PLC, acting through its Investment Bank (Joint
Financial Adviser and Corporate Broker to Redrow)
Alisdair Gayne
Osman Akkaya
Tom Macdonald
Akshay Majithia
Mark Gunalan
|
+44 (0) 20
7623 2323
|
Peel Hunt (Joint Financial Adviser, Sole Rule 3 Adviser and
Corporate Broker to Redrow)
Charles Batten
Marc Jones
Pete Mackie
Ben Harrington
Rebecca Bankhead
|
+44
(0) 20 7418 8900
|
Instinctif Partners (Public Relations Adviser to
Redrow)
Guy Scarborough
Emma Baxter
|
+44 (0) 20
7457 2020
|
Slaughter and May is acting as legal
adviser to Redrow.
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 Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively for Redrow
and no one else in connection with the subject matter of this
Document and will not be responsible to anyone other than Redrow
for providing the protections afforded to clients of Barclays nor
for providing advice in relation to the subject matter of this
Document.
In
accordance with the Takeover Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its
affiliates will continue to act as exempt principal trader in
Redrow 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 Takeover 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.
Peel Hunt LLP ("Peel
Hunt"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser and corporate broker to Redrow and for no one
else in connection with the matters referred to in this Document
and will not be responsible to any person other than Redrow for
providing the protections afforded to clients of Peel Hunt, nor for
providing advice in relation to the matters referred to herein.
Neither Peel Hunt nor any of its affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Peel Hunt in connection with
the matters referred to in this Document, or
otherwise.
Further
information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of,
any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in relation to the Combination or the Scheme or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful.
The Combination will be made solely by the Scheme Document and
the Forms of Proxy accompanying the Scheme Document, which together
contain the full terms and conditions of the Combination, including
details of how the Combination may be approved.
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. Nothing in this
announcement should be relied on for any other
purpose.
Redrow and Barratt urge Redrow Shareholders to read the Scheme
Document because it contains important information relating to the
Combination.
This announcement does not constitute a prospectus or
prospectus exempted document.
Overseas
Shareholders
The availability of the Combination to Redrow Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Any
person outside the United Kingdom or who are subject to the laws
and/regulations of another jurisdiction should inform themselves
of, and should observe, any applicable legal and/or regulatory
requirements.
The release, publication or distribution of this announcement
in or into or from jurisdictions other than the United Kingdom may
be restricted by law and therefore any persons who are subject to
the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, such restrictions. Any
failure to comply with the applicable restrictions may constitute a
violation of the securities laws of such jurisdiction. To the
fullest extent permitted by applicable law, the companies and
persons involved in the Combination disclaim any responsibility or
liability for the violation of such restrictions by any
person.
Unless otherwise determined by Barratt or required by the
Takeover Code and permitted by applicable law and regulation, the
Combination 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 Combination by any such use, means, instrumentality or form
(including, without limitation, facsimile, email or other
electronic transmission, telex or telephone) within any 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 Scheme Document and all documents
relating to the Combination 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 Document and all documents relating to the Combination
(including custodians, nominees and trustees) must observe these
restrictions and 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. Doing so may render invalid any
purported vote in respect of the Combination.
Additional information for US
investors
The Combination relates to shares of an English company and is
proposed to be made by means of a scheme of arrangement under
English law. US Redrow Shareholders should note that the Scheme
relates to the shares of a UK company and will be governed by
English law. Neither the US proxy solicitation rules nor the tender
offer rules under the US Exchange Act will apply to the Combination
and the Scheme. Moreover, the Combination and the Scheme are
subject to the disclosure requirements and practices applicable in
the UK to schemes of arrangement, which differ from the disclosure
requirements of the US proxy solicitation rules and tender offer
rules.
Financial information included in the relevant documentation
has been prepared in accordance with accounting standards
applicable in the UK and may not be comparable to financial
statements of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US. If Barratt were to exercise its rights to
implement the Combination by means of a Takeover Offer and
determines to extend the offer into the United States, such
Takeover Offer would be made in compliance with all applicable
United States laws and regulations. Such a Takeover Offer would be
made in the United States by Barratt and no one
else.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Combination, passed upon the fairness of the Combination or the
adequacy or accuracy of this announcement, the Scheme Document the
Barratt Prospectus, the Barratt Circular or any accompanying
documents. Any representation to the contrary is a criminal offence
in the US.
In
accordance with the Takeover Code and normal UK practice, and
pursuant to Rule 14e-5(b) of the US Exchange Act, in the event that
the Combination is implemented by way of a Takeover Offer: (a)
Barratt or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Redrow outside of the US,
other than pursuant to the Combination, until the date on which the
Combination and/or Scheme becomes effective, lapses or is otherwise
withdrawn; and (b) Barclays and its affiliates will continue to act
as exempt principal traders in Redrow securities on the London
Stock Exchange. If purchases or arrangements to purchase were to be
made as contemplated by clause (a) of this paragraph, they would
occur either in the open market at prevailing prices or in private
transactions at negotiated prices, and any information about such
purchases or arrangements to purchase would be disclosed as
required in the UK, would be reported to a Regulatory Information
Service and would be available on the London Stock Exchange website
at www.londonstockexchange.com. Purchases contemplated by clause
(b) of this paragraph that are required to be made public in the
United Kingdom pursuant to the Takeover Code would be reported to a
Regulatory Information Service and would be available on the London
Stock Exchange website at
www.londonstockexchange.com.
The New Barratt Shares have not been, and will not be,
registered with the SEC under the US Securities Act or under the
securities laws of any state or other jurisdiction of the United
States. Accordingly, the New Barratt Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred,
directly or indirectly, in or into or from the United States absent
registration under the US Securities Act or an exemption therefrom.
The New Barratt Shares are expected to be issued in reliance upon
the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Redrow
Shareholders (whether or not US persons) who are or will be
affiliates (within the meaning of the US Securities Act) of Barratt
or Redrow prior to, or of Barratt after, the Effective Date will be
subject to certain US transfer restrictions to the New Barratt
Shares received pursuant to the Scheme.
For the purpose of qualifying for the exemption from the
registration requirements of the US Securities Act (as described
above), Redrow will advise the Court through counsel that its
sanctioning of the Scheme will be relied upon by Barratt as an
approval of the Scheme following a hearing on its fairness to
Scheme Shareholders, at which hearing all such holders are entitled
to attend in person or through representation to support or oppose
the sanctioning of the Scheme and with respect to which
notification has been given to all such holders.
The Combination is not structured in order to achieve any
particular United States (or other non-UK) tax treatment for Redrow
Shareholders, non-UK tax considerations have not been not taken
into account in structuring the Combination, and no analysis has
been conducted regarding the United States (or other non-UK) tax
treatment of the Combination to Redrow Shareholders or otherwise.
Each Redrow Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of
the Combination applicable to them, including under applicable
United States state and local, as well as overseas and other, tax
laws.
Redrow and Barratt are organised under English law. Some or
all of the officers and directors of Redrow and Barratt are
residents of countries other than the United States. It may not be
possible to sue Redrow or Barratt or their respective directors or
officers in a non-US court for violations of US securities laws. It
may be difficult to compel Redrow, Barratt and/or their respective
affiliates, directors and officers to subject themselves to the
jurisdiction and judgment of a US court.
Forward looking
statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Combination, and other information published by Redrow, Barratt or
any member of their respective groups contain statements which are,
or may be deemed to be, "forward looking statements". Such
forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
on numerous assumptions regarding the business strategies and the
environment in which Barratt, Redrow, or the Combined Group will
operate in the future and are subject to risks and uncertainties
that could cause actual results to differ materially from those
expressed or implied by those statements.
The forward looking statements contained in this announcement
relate to Barratt, Redrow or the Combined Group's future prospects,
developments and business strategies, the expected timing and scope
of the Combination and other statements other than historical
facts. In some cases, these forward looking statements can be
identified by the use of forward looking terminology, including the
terms "believes", "estimates", "will look to", "would look to",
"plans", "prepares", "anticipates", "expects", "is expected to",
"is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects", "intends", "may",
"will", "shall" or "should" or their negatives or other variations
or comparable terminology. 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 Barratt's, Redrow's or
the Combined Group's operations and potential synergies resulting
from the Combination; and (iii) the effects of global economic
conditions and governmental regulation on Barratt's, Redrow's or
the Combined Group's business.
By
their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such
factors.
Neither Barratt, Redrow nor any of their respective associates
or directors, officers 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. Given these risks and uncertainties, potential
investors should not place any reliance on forward looking
statements.
Specifically, statements of estimated cost savings and
synergies relate to future actions and circumstances which, by
their nature, involve risks, uncertainties and contingencies. As a
result, the cost savings and synergies referred to may not be
achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated. Due to
the scale of the Combined Group, there may be additional changes to
the Combined Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting cost synergies
may be materially greater or less than those
estimated.
The forward looking statements speak only at the date of this
announcement. All subsequent oral or written forward-looking
statements attributable to Barratt or Redrow, or any of their
respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary
statement above.
Barratt and Redrow expressly disclaim any obligation to update
such statements other than as required by law or
by the rules of
any competent regulatory authority, whether as a result of new
information, future events or otherwise.
No profit forecasts or
estimates
No
statement in this announcement is intended as a profit forecast or
estimate for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Barratt or Redrow, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for Barratt or Redrow, as
appropriate.
Disclosure requirements of
the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. 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 Takeover Code, any person who is, or
becomes, interested in 1 per cent. 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 Takeover Panel's website at http://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 website and
availability of hard copies
A
copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Barratt's and Redrow's websites at
www.barrattdevelopments.co.uk and https://investors.redrow.co.uk,
respectively, by no later than 12 noon (London time) on 22 April
2024. For the avoidance of doubt, the contents of these websites
are not incorporated into and do not form part of this
announcement.
Hard copies of the Scheme Document are being sent to Redrow
Shareholders who have elected to receive documents in hard copies.
If you have previously elected or been deemed to consent to receive
documents and information from Redrow by means of Redrow's website,
you will not receive a hard copy of the Scheme Document but will
receive a separate notification in accordance with your prescribed
method of communication. Hard copies of the Scheme Document,
subject to applicable securities laws, can be requested by
contacting Redrow's Registrars, Computershare Investor Services PLC
("Computershare"), between
8.30 a.m. and 5.30 p.m. Monday to Friday (except public holidays in
England and Wales) on +44 (0)370 707 1257 or by submitting a
request in writing to Computershare, The Pavilions, Bridgwater
Road, Bristol BS13 8AE.
If
you are in any doubt as to the contents of this announcement, you
should consult your stockbroker, bank manager, solicitor,
accountant or other independent professional adviser who, if you
are taking advice in the United Kingdom, is authorised pursuant to
the Financial Services and Markets Act 2000 (as amended) or, if you
are in a territory outside the United Kingdom, is an appropriately
authorised independent financial adviser.