TIDMYEW
RNS Number : 5689U
Yew Grove REIT PLC
03 December 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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
3 DECEMBER 2021
Despatch of Rule 15 Proposal
In accordance with Rule 15(c) of the Irish Takeover Panel Act,
1997, Takeover Rules 2013 (the "Irish Takeover Rules"), Yew Grove
REIT plc ("Yew Grove") and Slate Office REIT ("Slate") announce
that letters dated 3 December 2021 containing details of the
proposal (the "Proposal") to holders of subsisting options granted
under the Yew Grove REIT plc 2018 Long Term Incentive Plan ("Yew
Grove Optionholders" and each a "Yew Grove Optionholder") have been
despatched to such Yew Grove Optionholders in connection with the
proposed acquisition of Yew Grove by Slate Office Ireland
Investment Limited ("Bidco"), an indirect wholly-owned subsidiary
of Slate (the "Acquisition").
The Proposal is being made available for inspection on Yew
Grove's website at www.ygreit.com and Slate's website at
www.slateofficereit.com/regulatory-filings. For the avoidance of
doubt, the content of such websites are not incorporated into, and
do not form part of, this announcement.
Request for Proposal
If you are a Yew Grove Optionholder and did not receive the
Proposal, please contact Charles Peach by email at
cpeach@ygreit.com immediately .
Statements required by the Takeover Rules
The directors of Yew Grove accept responsibility for the
information contained in this announcement relating to Yew Grove.
To the best of the knowledge and belief of the directors of Yew
Grove (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement for which
they accept responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such information
.
The directors of Slate and Bidco accept responsibility for the
information contained in this announcement relating to Slate and
Bidco. To the best of the knowledge and belief of the directors of
Slate and Bidco (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement
for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of
such information .
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if
any person is, or becomes, "interested" (directly or indirectly)
in, 1% or more of any class of "relevant securities" of Yew Grove,
all "dealings" in any "relevant securities" of Yew Grove (including
by means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by not
later than 3:30 pm (Irish time) on the "business day" in Dublin
following the date of the relevant transaction. This requirement
will continue until the date on which the "offer period" ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
"interest" in "relevant securities" of Yew Grove, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all "dealings" in "relevant securities" of Yew Grove by Slate or
Bidco, or by any party acting in concert (as defined in the Irish
Takeover Panel Act 1997 (as amended)) with either of them, must
also be disclosed by no later than 12 noon (Irish time) on the
"business day" in Dublin following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
General
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 any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely through the scheme document
published by Yew Grove on 30 November 2021 (the "Scheme Document")
(or, if the Acquisition is implemented by way of a takeover offer,
the offer document), which contains the full terms and conditions
of the Acquisition, including details of how to vote in respect of
the Acquisition. Any acceptance or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document (or, if the Acquisition is implemented by way
of a takeover offer, the offer document).
Overseas Shareholders
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
Ireland or the United Kingdom. Persons who are not resident in
Ireland or the United Kingdom, or who are subject to laws of any
jurisdiction other than Ireland or the United Kingdom, should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other documents relating to the acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Slate, Bidco and Yew Grove disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
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END
MSCBSBDDIUGDGBX
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