TIDMSMP TIDMTTM
RNS Number : 8597H
St. Modwen Properties PLC
06 August 2021
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 THAT
JURISDICTION.
FOR IMMEDIATE RELEASE
6 August 2021
RECOMMED CASH ACQUISITION
of
ST. MODWEN PROPERTIES PLC
by
BRIGHTON BIDCO LIMITED
(a newly formed company indirectly owned by investment funds
advised by Blackstone)
to be effected by means of a scheme of arrangement under Part 26
of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 20 May 2021, Brighton Bidco Limited ("Bidco") and St. Modwen
Properties PLC ("St. Modwen") jointly announced that they had
reached agreement on the terms and conditions of a recommended all
cash offer by Bidco for the entire issued, and to be issued,
ordinary share capital of St. Modwen (the "Acquisition"), to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The circular in relation to the
Scheme (the "Scheme Document") was published on 24 June 2021.
Capitalised terms in this announcement, unless otherwise defined,
have the same meanings given to them in the Scheme Document.
On 21 July 2021, the Scheme was approved by the Scheme
Shareholders at the Court Meeting and the Special Resolution
relating to the implementation of the Scheme was approved by St.
Modwen Shareholders at the General Meeting.
On 4 August 2021, St. Modwen announced that the High Court of
Justice of England and Wales had sanctioned the Scheme at the
Sanction Hearing held on 4 August 2021.
St. Modwen and Bidco are pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies
today, the Scheme has now become effective in accordance with its
terms and the entire issued and to be issued share capital of St.
Modwen is now owned by Bidco.
A Scheme Shareholder on the register of members of St. Modwen at
the Scheme Record Time, being 6:00 p.m. on 5 August 2021, will be
entitled to receive 560 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder is
entitled will be effected by means of an electronic payment or the
despatch of a cheque (for a Scheme Shareholder holding Scheme
Shares in certificated form) or the crediting of CREST accounts
(for a Scheme Shareholders holding Scheme Shares in uncertificated
form) as soon as practicable and in any event not later than 14
days after the Effective Date (being 20 August 2021), as set out in
the Scheme Document.
Suspension and cancellation of listing and trading of St. Modwen
Shares
The listing of St. Modwen Shares on the premium listing segment
of the Official List of the Financial Conduct Authority and the
admission to trading of St. Modwen Shares on the Main Market of the
London Stock Exchange for listed securities were suspended with
effect from 7:30 a.m. on 6 August 2021.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to the de-listing of St.
Modwen Shares from the premium listing segment of the Official List
of the Financial Conduct Authority and the cancellation of the
admission to trading of St. Modwen Shares on the Main Market of the
London Stock Exchange for listed securities, which is expected to
take effect by 8:00 a.m. on 9 August 2021.
St. Modwen Board appointments and resignations
As the Scheme has now become Effective, St. Modwen duly
announces that, as of today's date, Nick Porter, Adam Shah and
Peter Krause have been appointed to the St. Modwen Board and Danuta
Gray, Ian Bull, Simon Clarke, Jenefer Greenwood, Jamie Hopkins,
Dame Alison Nimmo and Sarah Whitney have tendered their
resignations and have stepped down from the St. Modwen Board.
Full details of the Acquisition are set out in the Scheme
Document.
Enquiries:
Brighton Bidco Limited
Giles Croot +44 78 8174 9614
Rothschild & Co (Lead Financial Adviser to Bidco) +44 20 7280 5000
Alex Midgen
Sam Green
RBC Capital Markets (Financial Adviser to Bidco) +44 207 653 4000
Charlie Foster
Paul Lim
Paternoster (PR Adviser to Bidco)
Tom Buchanan +44 79 7498 2366
Ben Honan +44 745 482 6103
St. Modwen Properties PLC +44 121 222 9400
Sarwjit Sambhi
Lazard (Financial Adviser to St. Modwen) +44 20 7187 2000
William Rucker
Patrick Long
Louise Campbell
J.P. Morgan Cazenove +44 20 7742 4000
(Financial Adviser and Corporate Broker to St. Modwen)
Paul Hewlett
James Robinson
Jonty Edwards
Numis +44 20 7260 1000
(Financial Adviser and Corporate Broker to St. Modwen)
Heraclis Economides
Ben Stoop
Alec Pratt
Tulchan (PR Adviser to St. Modwen) +44 20 7353 4200
Olivia Peters stmodwen@tulchangroup.com
Sunni Chauhan
Elizabeth Snow
Kirkland & Ellis International LLP is acting as legal
adviser to Bidco
Slaughter and May is acting as legal adviser to St. Modwen
Important notices
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting exclusively for
Bidco and for no one else in connection with the subject matters
described in this announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
its clients or for providing advice in connection with the subject
matters described in this announcement.
RBC Europe Limited (trading as "RBC Capital Markets"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Bidco and for no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than Bidco for providing the
protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
as financial adviser to St. Modwen and no one else in connection
with the subject matters described in this announcement and will
not be responsible to anyone other than St. Modwen for providing
the protections afforded to clients of Lazard nor for providing
advice in relation to the subject matters described in this
announcement. Neither Lazard 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 Lazard in
connection with the subject matters described in this announcement,
any statement contained herein or otherwise.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
is authorised in the United Kingdom by the Prudential Regulation
Authority (the "PRA") and regulated in the United Kingdom by the
PRA and the FCA. J.P. Morgan Cazenove is acting as financial
adviser exclusively for St. Modwen and no one else in connection
with the subject matters described in this announcement and will
not regard any other person as its client in relation to the
subject matters described in this announcement and will not be
responsible to anyone other than St. Modwen for providing the
protections afforded to clients of J.P. Morgan Cazenove or its
affiliates, nor for providing advice in relation to any matter
referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as financial
adviser exclusively for St. Modwen and no one else in connection
with the subject matters described in this announcement and will
not regard any other person as its client in relation to the
subject matters described in this announcement and will not be
responsible to anyone other than St. Modwen for providing the
protections afforded to clients of Numis, nor for providing advice
in relation to any 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 or
inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of an offer to buy any securities, any vote or
approval in any jurisdiction pursuant to the Acquisition or
otherwise.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with and for
the purpose of complying with English law, the Code, the Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules
and the Listing Rules and 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.
The release, publication or distribution of this announcement in
or into certain 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 of, and observe, any applicable requirements of
their jurisdictions.
The availability of the Acquisition to St. Modwen Shareholders
who are not resident in and citizens of the UK 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 UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. 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.
Unless otherwise determined by Bidco or required by the Code,
and permitted by applicable law and regulation, the Acquisition
will not be made available, directly or indirectly, in, into or
from any Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction and no person may vote in favour of the
Acquisition by any such use, means, instrumentality or from within
any 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
this announcement and all such documents relating to the
Acquisition (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition.
The Acquisition shall be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the FCA.
Notice to US investors in St. Modwen
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act. Accordingly,
the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to
schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation
rules.
The financial information included in the Scheme Document has
been prepared in accordance with generally accepted accounting
principles of the United Kingdom and thus may not be comparable to
the financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
The receipt of consideration by a US holder for the transfer of
its St. Modwen Shares pursuant to the Scheme may have tax
consequences in the US and such consequences, if any, are not
described herein. Each St. Modwen Shareholder is urged to consult
their independent professional adviser immediately regarding the
tax consequences of the Acquisition applicable to them, including
under applicable United States state and local, as well as overseas
and other, tax laws.
St. Modwen is incorporated under the laws of England and Wales,
and Bidco is incorporated under the laws of Jersey. Some or all of
the officers and directors of Bidco and St. Modwen, respectively,
are residents of countries other than the United States. In
addition, some of the assets of Bidco and St. Modwen are located
outside the United States. As a result, it may be difficult for US
holders of St. Modwen Shares to enforce their rights and any claim
arising out of the US federal laws or to enforce against them a
judgment of a US court predicated upon the securities laws of the
United Kingdom. US holders of St. Modwen Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Publication on a website
This announcement will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on St. Modwen's website at
www.stmodwen.co.uk/investors and Bidco's website at
www.publishdocuments.co.uk by no later than 12 noon on the first
Business Day following the date of this announcement. For the
avoidance of doubt, neither the contents of these websites nor any
website accessible from hyperlinks is incorporated into or forms
part of this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, St. Modwen
Shareholders, persons with information rights and participants in
St. Modwen Share Plans may request a hard copy of this announcement
by contacting St. Modwen's registrars, Equiniti, between 8.30 a.m.
to 5:30 p.m. Monday to Friday (except English and Welsh public
holidays) on 0333 207 6530 if calling from the United Kingdom, or
+44 333 207 6530 if calling from outside the United Kingdom or by
submitting a request in writing to 'Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex, BN99 6DA'. Calls are charged at
the standard geographical rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Please note that Equiniti cannot provide any
financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes. For persons who
receive a copy of this announcement in electronic form or via a
website notification, a hard copy of this announcement will not be
sent unless so requested. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Acquisition should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by St. Modwen Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from St. Modwen may be provided to Bidco during the
offer period as required under Section 4 of Appendix 4 of the Code
to comply with Rule 2.11(c) of the Code.
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END
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