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RNS Number : 0991E
Brookfield Property Partners L.P
05 February 2015
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 OF SUCH JURISDICTION
5 February 2015
RECOMMENDED FINAL CASH OFFER
for
Songbird Estates plc ("Songbird")
and
MANDATORY CASH OFFER
for
Canary Wharf Group plc ("Canary Wharf Group")
by
entities jointly controlled by
Qatar Investment Authority ("QIA")
and
Brookfield Property Partners L.P. ("Brookfield")
1. Songbird Offer declared wholly unconditional
As at 3.00 p.m. (London time) on 4 February 2015 (being the
latest practicable date prior to this announcement), valid
acceptances of the Songbird Offer amount to 484,881,282 Songbird
Shares representing approximately 65.49 per cent. of Songbird's
issued ordinary share capital.
In addition to the acceptances referred to above, Qatar Holding
holds 211,746,156 Songbird Shares representing approximately 28.6
per cent. of Songbird's issued ordinary share capital.
QIA and Brookfield announce that, in light of the acceptances
referred to above, Bidco is reducing the percentage of Songbird
Shares required to satisfy the acceptance condition set out in
paragraph 1 of Part A of Appendix 1 to the Songbird Offer Document
from 90 per cent. to more than 50 per cent. of the voting rights
normally exercisable at a general meeting of Songbird.
Accordingly, the acceptance condition has now been satisfied and
the Songbird Offer has become unconditional as to acceptances and
is now declared unconditional in all other respects.
Settlement of the Songbird Offer for those shareholders who have
accepted will now proceed to take place in accordance with the
terms of the Songbird Offer Document.
The Songbird Offer will remain open for acceptance until further
notice and at least 14 days' notice will be given if Bidco decides
to close the Songbird Offer. Songbird Shareholders who have not yet
accepted the Songbird Offer and who wish to do so should take
action to accept the Songbird Offer as soon as possible. Details of
the procedure for doing so are set out in the Songbird Offer
Document. The Songbird Offer Document is also available on Bidco's
website at www.songbirdoffer.com.
2. Compulsory Acquisition - Songbird Offer
Upon the expected acceptance of the Songbird Offer by Qatar
Holding in respect of its Songbird Shares, Bidco will have received
acceptances under the Songbird Offer in respect of more than 90 per
cent. of the Songbird Shares by nominal value and voting rights
attaching to such shares to which the Songbird Offer relates and as
all of the other Conditions to the Songbird Offer have been
satisfied or waived (if capable of being waived), Bidco intends to
exercise its rights pursuant to the provisions of Chapter 3 of Part
28 of the Companies Act 2006 to acquire compulsorily the remaining
Songbird Shares in respect of which the Songbird Offer has not been
accepted on the same terms as the Songbird Offer.
3. Canary Wharf Group Offer
As QIA and Brookfield's final cash offer for Songbird has now
been declared wholly unconditional, QIA and Brookfield are pleased
to announce the terms of a mandatory cash offer for the acquisition
of the entire issued and to be issued ordinary share capital of
Canary Wharf Group not owned by Songbird, such offer to be made by
Stork Holdings Limited ("CWG Bidco"), a wholly owned subsidiary of
Bidco.
Under the terms of the Canary Wharf Group Offer, which shall be
subject to the terms set out in Appendix I to this announcement and
to be set out in the Canary Wharf Group Offer Document, Canary
Wharf Group Shareholders shall be entitled to receive:
For each Canary Wharf Group Share: GBP6.45 in cash
a price equivalent on a see-through basis to the Songbird Final
Offer Price.
Franklin Mutual Advisers, LLC has provided to Bidco a letter
stating its intention to accept any cash offer for the Canary Wharf
Group Shares which is made on a see-through basis to the Songbird
Final Offer Price. The letter is in respect of 44,572,955 shares,
representing approximately 7.0 per cent. of Canary Wharf Group's
issued share capital. The letter is not legally binding and does
not constitute an irrevocable undertaking.
As the Songbird Offer is wholly unconditional, it is expected
that QIA and Brookfield will shortly control the 443,305,541 Canary
Wharf Group Shares owned by Songbird. Taken together with the
141,106,490 Canary Wharf Group Shares owned by Brookfield and its
affiliates (representing approximately 22.1 per cent.), QIA and
Brookfield will together own or control 91.5 per cent. of the
Canary Wharf Group Shares, and 98.4 per cent. of the Canary Wharf
Group Shares if Franklin Mutual Advisers, LLC accept the Canary
Wharf Group Offer in respect of the shares referred to in the
letter of intent described above .
4. Recommendation
The board of Canary Wharf Group ("CWG Board") notes that in
addition to the Canary Wharf Group Shares already owned by Songbird
and Brookfield and its affiliates, Franklin Mutual Advisers, LLC
has indicated that it intends to accept the Canary Wharf Group
Offer and, furthermore, that if CWG Bidco acquires 90 per cent. or
more of the Canary Wharf Group Shares to which the Canary Wharf
Group Offer relates, it intends to exercise its rights to acquire
compulsorily the remaining Canary Wharf Group Shares in respect of
which the Canary Wharf Group Offer has not been accepted.
Irrespective of whether or not CWG Bidco is ultimately able to
exercise this right, the Canary Wharf Group Shareholders should be
aware that there can be no certainty as to whether or not, and if
so at what price, they will have a further opportunity to sell
their Canary Wharf Group Shares. The CWG Board, which has been
advised by Morgan Stanley and Rothschild, therefore intends to
advise the Canary Wharf Group Shareholders to accept the Canary
Wharf Group Offer.
5. Information on CWG Bidco
CWG Bidco is a wholly owned subsidiary of Bidco, which is owned
jointly on a 50:50 basis by Brookfield and QIA, the two largest
investors in Canary Wharf Group on a see-through basis.
6. Financing arrangements
The Canary Wharf Group Offer will be financed by way of debt and
equity contribution to CWG Bidco via Bidco. QIA and Brookfield will
each contribute 50 per cent. of the total contribution required to
be made to CWG Bidco.
Barclays, Citigroup and HSBC are satisfied that resources
available to CWG Bidco are sufficient to satisfy in full the cash
consideration payable to Canary Wharf Group Shareholders under the
terms of the Canary Wharf Group Offer.
7. Conditions to the Canary Wharf Group Offer
There are no conditions attached to the Canary Wharf Group Offer
(and it will therefore be unconditional in all respects at the time
it is made to the Canary Wharf Group Shareholders).
8. Structure of the Canary Wharf Group Offer and Canary Wharf Group Offer Document
CWG Bidco plans to effect the Canary Wharf Group Offer by way of
takeover offer under section 974 of the Companies Act 2006 and the
Code.
The Canary Wharf Group Shares shall be acquired under the Canary
Wharf Group Offer fully paid and free from all liens, charges,
equitable interests, encumbrances, rights of pre-emption and any
other rights and interests of any nature whatsoever and together
with all rights now and hereafter attaching thereto, including
voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement.
The Canary Wharf Group Offer Document and the Form of Acceptance
accompanying the Canary Wharf Group Offer Document will be
published (save with the consent of the Panel) within 28 days of
this announcement. The Canary Wharf Group Offer Document and
accompanying Form of Acceptance will be made available to all
Canary Wharf Group Shareholders at no charge to them.
Canary Wharf Group Shareholders are urged to read the Canary
Wharf Group Offer Document and the accompanying Form of Acceptance
when they are sent to them because they will contain important
information.
9. Canary Wharf Group Offer - Compulsory acquisition
If CWG Bidco receives acceptances under the Canary Wharf Group
Offer in respect of, and/or otherwise acquires, 90 per cent. or
more of the Canary Wharf Group Shares by nominal value and voting
rights attaching to such shares to which the Canary Wharf Group
Offer relates, CWG Bidco intends to exercise its rights pursuant to
the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to
acquire compulsorily the remaining Canary Wharf Group Shares in
respect of which the Canary Wharf Group Offer has not been accepted
on the same terms as the Canary Wharf Group Offer.
10. General
The Canary Wharf Group Offer will be subject to the terms set
out in Appendix I to this announcement and to the full terms which
shall be set out in the Canary Wharf Group Offer Document. Appendix
II contains definitions of certain expressions used in this
announcement.
11. Offer website
The following documents are published on CWG Bidco's website
(http://www.songbirdoffer.com) in accordance with Rule 26.1 of the
Code:
-- the joint bidding agreement relating to the financing of the
Songbird Offer and the Canary Wharf Group Offer;
-- the amended and restated limited partnership agreement relating to Bidco;
-- the general partner shareholders agreement relating to the general partner of Bidco;
-- the preferred unit subscription agreement relating to an
investment by QIA in Brookfield and its affiliates;
-- the offer document setting out the Final Cash Offer for Songbird; and
-- the letter of intent referred to in paragraph 3 above.
Enquiries:
Barclays Bank plc, acting through its
Investment Bank (Joint financial adviser +44 (0) 20 7623
to QIA and Bidco) 2323
Derek Shakespeare
Jean-Philippe Establier
Tom Boardman (Corporate Broking)
Citigroup Global Markets Limited (Joint +44 (0) 20 7986
financial adviser to QIA and Bidco) 4000
Jan Skarbek
Edward McBride
Charles Lytle (Corporate Broking)
HSBC Bank plc (Financial adviser to Brookfield +44 (0) 20 7991
and joint financial adviser to Bidco) 8888
Oliver Smith
Richard Choi
Simon Alexander (Corporate Broking)
Rothschild (Joint financial adviser to +44 (0) 20 7280
Canary Wharf Group) 5000
Alex Midgen
Robert Waddingham
Peter Everest
Morgan Stanley (Joint financial adviser +44 (0) 20 7425
to Canary Wharf Group) 8000
Guy Metcalfe
Nick White
Ian Hart
+44 (0) 20 7251
Finsbury (PR adviser to QIA) 3801
James Murgatroyd
David Henderson
+44 (0) 20 7360
Smithfield (PR adviser to Brookfield) 4900
John Kiely
Ged Brumby
Brunswick Group (PR adviser to Canary +44 (0) 20 7404
Wharf Group) 5959
Simon Sporborg
Rosheeka Field
Further Information
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 QIA and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than QIA and Bidco for providing
the protections afforded to clients of Barclays nor for providing
advice in relation to the Songbird Offer and the Canary Wharf Group
Offer or any other matter referred to in this announcement.
Citigroup, 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 QIA and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than QIA and Bidco for providing
the protections afforded to clients of Citigroup nor for providing
advice in relation to the Songbird Offer and the Canary Wharf Group
Offer or any other matter referred to in this announcement.
HSBC, 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 Brookfield and Bidco and no one else in connection
with the Songbird Offer and the Canary Wharf Group Offer and will
not be responsible to anyone other than Brookfield and Bidco for
providing the protections afforded to clients of HSBC nor for
providing advice in relation to the Songbird Offer and the Canary
Wharf Group Offer or any other matter referred to in this
announcement.
N M Rothschild & Sons Limited ("Rothschild"), 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 Canary
Wharf Group and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Canary Wharf Group for providing the protections
offered to clients of Rothschild nor for providing advice in
relation to the subject matter of this announcement or any other
matters referred to in this announcement.
Morgan Stanley & Co. International plc ("Morgan Stanley"),
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 as financial
adviser to Canary Wharf Group and no one else in connection with
the matters described in this announcement. In connection with such
matters, Morgan Stanley, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to any possible transaction, the
contents of this announcement or any other matter referred to
herein.
This announcement is for information purposes only and 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 of an offer
to buy securities in any jurisdiction, pursuant to the Songbird
Offer, Canary Wharf Group Offer or otherwise. Any response in
respect of the Canary Wharf Group Offer should be made only on the
basis of information contained in the Canary Wharf Group Offer
Document, which will contain the full terms of the Canary Wharf
Group Offer, including how the Canary Wharf Group Offer may be
accepted. Canary Wharf Group Shareholders are advised to read the
formal documentation in relation to the Canary Wharf Group Offer
carefully once it has been despatched.
This announcement does not constitute a prospectus or
prospectus-equivalent document.
This announcement has been prepared for the purpose of complying
with English law 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 of
jurisdictions outside the United Kingdom.
Overseas jurisdictions
The release, publication or distribution of this announcement
in, and the availability of the Songbird Offer and the Canary Wharf
Group Offer to persons who are residents, citizens or nationals of,
jurisdictions other than the United Kingdom may be restricted by
laws and/or regulations of those jurisdictions. Therefore any
persons who are subject to the laws and regulations of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements in their
jurisdiction. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction.
In particular, copies of this announcement and any formal
documentation relating to the Songbird Offer and the Canary Wharf
Group Offer 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. Unless otherwise permitted by
applicable law and regulation, the Songbird Offer and the Canary
Wharf Group Offer, may not be made, directly or indirectly, in or
into, or by the use of mails or any means or instrumentality
(including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or
foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Songbird Offer and the Canary Wharf Group Offer, may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The receipt of cash pursuant to the Canary Wharf Group Offer by
Canary Wharf Group Shareholders, respectively, may be a taxable
transaction under applicable national, state and local, as well as
foreign and other tax laws. Each Canary Wharf Group Shareholder is
urged to consult their independent professional adviser regarding
the tax consequences of accepting the Canary Wharf Group Offer.
Notice to US investors
The Songbird Offer was made, and the Canary Wharf Group Offer
will be made, for securities of a United Kingdom company and
Songbird Shareholders and Canary Wharf Group Shareholders in the
United States should be aware that this announcement, the Songbird
Offer Document, the Canary Wharf Group Offer Document and any other
documents relating to the Songbird Offer or the Canary Wharf Group
Offer have been or will be prepared in accordance with the Code and
United Kingdom disclosure requirements, format and style, all of
which differ from those in the United States. Songbird's and Canary
Wharf Group's financial statements, and all financial information
that is included in this announcement or that may be included in
the Songbird Offer Document, Canary Wharf Group Offer Document or
any other documents relating to the Songbird Offer or Canary Wharf
Group Offer, have been or will be prepared in accordance with
United Kingdom generally accepted accounting principles and
International Financial Reporting Standards and may not be
comparable to financial statements of United States companies.
The Songbird Offer was made, and the Canary Wharf Group Offer
will be made, in the United States pursuant to applicable US tender
offer rules and securities laws (or pursuant to exemptive relief
therefrom granted by the United States Securities and Exchange
Commission (the "SEC")) and otherwise in accordance with the
requirements of the Code, the Panel, the London Stock Exchange and
the UK Financial Conduct Authority. Accordingly, the Songbird Offer
and the Canary Wharf Group 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 United
States domestic tender offer procedures and law.
In accordance with the Code and normal United Kingdom market
practice and subject to exemptive relief granted by the SEC from
Rule 14e-5 under the United States Securities Exchange Act of 1934,
as amended (the "Exchange Act"), or pursuant to Rule 14e-5(b) under
the Exchange Act (if applicable), CWG Bidco or its nominees or
brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Songbird Shares and
Canary Wharf Group Shares outside the United States, otherwise than
pursuant to the Songbird Offer or Canary Wharf Group Offer,
respectively, before or during the period in which the Songbird
Offer or Canary Wharf Group Offer, respectively, remains open for
acceptance, such as in open market purchases at prevailing prices
or privately negotiated purchases at negotiated prices. Such
purchases, or arrangements to purchase, will comply with all
applicable United Kingdom rules, including the Code and the rules
of the London Stock Exchange. In addition, in accordance with the
Code, normal United Kingdom market practice and Rule 14e-5(b) of
the Exchange Act, Barclays, Citigroup and HSBC will continue to act
as exempt principal traders in Songbird 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.
Forward Looking Statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve 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. Any forward-looking statements made in this
announcement are made as of the date of this announcement based on
the opinions and estimates of the CWG Bidco Directors. Each of
Brookfield, QIA, CWG Bidco and their respective members, directors,
officers, employees, advisers and any person acting on behalf of
one or more of them, expressly disclaims any intention or
obligation to update or revise any forward-looking or other
statements contained in this announcement, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
None of Brookfield, QIA, CWG Bidco, nor their respective
members, directors, officers or employees, advisers or any person
acting on their behalf, 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.
No forward-looking or other statements have been reviewed by the
auditors of Brookfield, QIA or Canary Wharf Group. All subsequent
oral or written forward-looking statements attributable to any of
Brookfield, QIA, CWG Bidco, or their respective members, directors,
officers, advisers or employees or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above.
No profit forecasts or estimates
Nothing in this announcement is intended or shall be deemed to
be a forecast, projection or estimate of the future financial
performance of Brookfield, QIA, Bidco, CWG Bidco or Canary Wharf
Group and no statement in this announcement should be interpreted
to mean that earnings or earnings per share of those persons (where
relevant) for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share of those persons (where relevant).
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10(th) 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 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,
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 pm (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 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.
Information relating to Songbird Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Songbird Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Songbird may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.12 of the Code.
Information relating to Canary Wharf Group Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Canary Wharf Group Shareholders,
persons with information rights and other relevant persons for the
receipt of communications from Canary Wharf Group may be provided
to CWG Bidco during the offer period as required under Section 4 of
Appendix 4 of the Code to comply with Rule 2.12 of the Code.
Publication on Website
This announcement and the display documents required to be
published pursuant to Rule 26.1 of the Code will be made available,
free of charge and subject to certain restrictions relating to
persons in Restricted Jurisdictions, on Bidco's website at
www.songbirdoffer.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement. For the
avoidance of doubt, the content of such website is not incorporated
into, and does not form part of, this announcement.
Appendix I
Terms of the Canary Wharf Group Offer
1 Certain terms of the Canary Wharf Group Offer
1.1 The Canary Wharf Group Shares acquired under the Canary
Wharf Group Offer shall be acquired fully paid and free from all
liens, equities, charges, encumbrances, options, rights of
pre-emption and any other third party rights and interests of any
nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of this
announcement.
1.2 The availability of the Canary Wharf Group Offer to persons
not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions. Persons who are not resident in the
United Kingdom should inform themselves about and observe any
applicable requirements.
1.3 The Canary Wharf Group Offer is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any
means of instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any jurisdiction
where to do so would violate the laws of that jurisdiction and
shall not be capable of acceptance by any such use, means,
instrumentality or facility or from within such Restricted
Jurisdiction (unless otherwise determined by CWG Bidco) and the
Canary Wharf Group Offer cannot be accepted by any such use, means
or instrumentality or otherwise from any such Restricted
Jurisdiction.
1.4 The Canary Wharf Group Offer is governed by English law and
is subject to the jurisdiction of the English courts and to the
Conditions and further terms set out in this Appendix I (and, in
the case of certificated Canary Wharf Group Shares, the Form of
Acceptance). The Canary Wharf Group Offer shall be subject to the
applicable requirements of the Code, the Panel and the Financial
Conduct Authority.
Appendix II
Definitions
"Barclays" Barclays Bank plc, acting through
its Investment Bank
"Bidco" Stork Holdco L.P., a Bermudan limited
partnership jointly controlled by
QIA and Brookfield
"CWG Bidco" Stork Holdings Limited, a company
incorporated in Jersey and a wholly
owned subsidiary of Bidco
"CWG Bidco Directors" the members of the Board of CWG Bidco
"Board" the board of directors of the relevant
company
"Brookfield" Brookfield Property Partners L.P.,
a limited partnership incorporated
under the laws of Bermuda with registered
number 47277
"Business Day" a day (other than Saturdays, Sundays
and public holidays in the UK) on
which banks are open for business
in the City of London
"Canary Wharf Group" Canary Wharf Group plc, a company
incorporated in England and Wales
with registered number 04191122
"Canary Wharf Group Offer" the offer for the entire issued and
to be issued ordinary share capital
of Canary Wharf Group (other than
the ordinary shares held by Songbird)
"Canary Wharf Group Offer the offer document to be despatched
Document" by or on behalf of CWG Bidco to the
shareholders of Canary Wharf Group
setting out the terms and conditions
of the Canary Wharf Group Offer
"Canary Wharf Group Shareholders" the holders of Canary Wharf Group
Shares from time to time
"Canary Wharf Group Shares" the ordinary shares of one pence each
in the capital of Canary Wharf Group
"Citigroup" Citigroup Global Markets Limited
"Code" the Code on Takeovers and Mergers
issued from time to time by the Panel
on Takeovers and Mergers
"HSBC" HSBC Bank plc
"London Stock Exchange" The London Stock Exchange plc
"Panel" the Panel on Takeovers and Mergers
"QIA" Qatar Investment Authority, established
by State of Qatar Emiri Decision No
(22) of 2005
"Restricted Jurisdiction" any jurisdiction where the extension
or availability of the Songbird Offer
or the Canary Wharf Group Offer would
breach any applicable law or regulation
"Songbird" Songbird Estates plc, a company incorporated
in England and Wales with registered
number 5043352
"Songbird Final Offer the price offered to Songbird Shareholders
Price" under the terms of the Songbird Offer,
being GBP3.50 in cash for each Songbird
Share
"Songbird Offer" the terms of the offer for Songbird
made pursuant to this announcement
"Songbird Offer Document" the offer document despatched by or
on behalf of Bidco to the shareholders
of Songbird setting out the terms
and conditions of the Songbird Offer
"Songbird Shareholders" the holders of Songbird Shares from
time to time
"Songbird Shares" the issued and to be issued shares
of 10 pence each in the capital of
Songbird, being 740,374,616 outstanding
in total as at the date of this announcement
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act 2006.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times referred to in this announcement are London times
unless otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUVSRRVKAURRR
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