RNS Number:3290W
BEP Acquisitions Limited
22 December 2000
PART I
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
Recommended cash offer
to be made by
Granville Baird
on behalf of
BEP Acquisitions Limited
to acquire all of the share capital of
Bourne End Properties Plc
Summary
The boards of BEP Acquisitions and Bourne End announce that they have agreed
the terms of a recommended cash offer to be made by Granville Baird on behalf
of BEP Acquisitions for the whole of the issued and to be issued share
capital of Bourne End. BEP Acquisitions is a wholly owned subsidiary of BEP
Property Holdings Limited, a joint venture company controlled by Merrill
Lynch (Jersey) Holdings Limited, BEP Islands Limited and Greenbau Estuary
Limited.
The Offer is 69 pence in cash for each Bourne End Share, valuing the existing
issued share capital of Bourne End of 60,899,334 Bourne End Shares at
approximately #42 million.
The Offer represents a premium of approximately 16.9 per cent. over the
Closing Price of 59 pence per Bourne End Share on 14 December 2000, the day
before Bourne End announced that it was in discussions which may or may not
lead to an offer for Bourne End and a premium of approximately 9.5 per cent.
over the Closing Price of 63 pence per Bourne End Share on 21 December 2000,
the last dealing day before the date of this announcement.
BEP Acquisitions has received irrevocable undertakings to accept the Offer
from the directors, and a senior executive, of Bourne End in respect of their
entire beneficial and non beneficial holdings and those of their connected
persons, amounting in aggregate to 775,976 issued Bourne End Shares,
representing approximately 1.27 per cent. of the existing issued share capital
of Bourne End.
BEP Acquisitions has also received irrevocable undertakings to accept the
Offer from certain other shareholders of Bourne End in respect of, in
aggregate, 24,761,587 Bourne End Shares, representing approximately 40.66 per
cent. of Bourne End's existing issued share capital. These irrevocable
undertakings will cease to be binding in the event that a competing cash offer
is announced at more than a 10 per cent. premium to the price of the Offer,
whether in cash and/or in shares, unless within 21 days of such competing
offer document being posted, BEP Acquisitions announces a revised offer which
is no less favourable.
Accordingly, BEP Acquisitions has received irrevocable undertakings to accept
the Offer in respect of, in aggregate, 25,537,563 issued Bourne End Shares,
representing approximately 41.93 per cent. of the existing issued share
capital
of Bourne End.
The directors of Bourne End, who are being advised by Credit Suisse First
Boston, will be unanimously recommending the Offer. In providing its advice
to the directors of Bourne End, Credit Suisse First Boston has taken into
account the commercial assessments of the directors of Bourne End.
Mick Newmarch, Chairman of Bourne End, commenting on the Offer, said:
"We are pleased to recommend the Offer by BEP Acquisitions, which we believe
represents an attractive opportunity for Bourne End Shareholders to realise
their investment in cash."
Enquiries:
BEP Acquisitions Don Wijsmuller 01534 887080
Granville Baird Richard Donner or 020 7488 1212
David Silver
Bourne End Mick Newmarch or 020 7927 8000
David Roberts or
Duncan Bain
Credit Suisse First Boston John Pickles or 020 7888 8888
Lynne Sheldon
This summary should be read in conjunction with the full text of the
following announcement.
Granville Baird, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for BEP Acquisitions and no one else in
connection with the Offer and will not be responsible to anyone other than BEP
Acquisitions for providing the protections afforded to customers of Granville
Baird or for providing advice in relation to the Offer.
Credit Suisse First Boston, which is regulated in the UK by The Securities
and Futures Authority Limited, is acting for Bourne End and no one else in
connection with the Offer and will not be responsible to anyone other than
Bourne End for providing the protections afforded to customers of Credit
Suisse First Boston or for providing advice in relation to the Offer.
The availability of the Offer to persons outside the UK may be affected by
the laws of the relevant jurisdiction. Such persons should inform themselves
about and observe any applicable requirements. Unless otherwise determined by
BEP Acquisitions, the Offer will not be made, directly or indirectly, in or
into or by use of the mails of or by any means or instrumentality (including,
without limitation, telephonically or electronically) of inter-state or
foreign commerce of or any facilities of a national securities exchange of
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and any related offering documents are not being, and must not
be, mailed or otherwise distributed or sent in or into or from the United
States, Canada, Australia or Japan and doing so may invalidate any purported
acceptance of the Offer.
This announcement has been approved by Granville Baird solely for the purpose
of section 57 of the Financial Services Act 1986. It does not constitute an
offer or invitation to purchase any securities.
The full text of the conditions and reference to certain further terms of the
Offer are set out in Appendix 1 and form part of this announcement.
The directors of BEP Acquisitions accept responsibility for the information
contained in this announcement, other than information relating to Bourne
End, the Bourne End Group, the directors of Bourne End and members of their
immediate families, related trusts and persons connected with them. To the
best of the knowledge and belief of the directors of BEP Acquisitions (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 Bourne End accept responsibility for the information
contained in this announcement relating to Bourne End, the Bourne End Group,
the directors of Bourne End and members of their immediate families, related
trusts and persons connected with them. To the best of the knowledge and
belief of the directors of Bourne End (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.
PART II
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN
Recommended cash offer
to be made by
Granville Baird
on behalf of
BEP Acquisitions Limited
to acquire all of the share capital of
Bourne End Properties Plc
1. Introduction
The boards of BEP Acquisitions and Bourne End announce the terms of a
recommended cash offer to be made by Granville Baird on behalf of BEP
Acquisitions, a wholly owned subsidiary of BEP Property Holdings Limited, a
joint venture company controlled by Merrill Lynch (Jersey) Holdings Limited,
BEP Islands Limited and Greenbau Estuary Limited, for the whole of the issued
and to be issued share capital of Bourne End.
2. The Offer
The Offer, which will be on the terms and subject to the conditions set out
or referred to in this announcement and to be set out in the Offer Document
and Form of Acceptance or otherwise as may be required to comply with the
provisions of the Code, will be made on the following basis:
for each Bourne End Share 69 pence in cash
The Offer represents a premium of approximately 16.9 per cent. over the
Closing Price of 59 pence per Bourne End Share on 14 December 2000, the day
before Bourne End announced that it was in discussions which may or may not
lead to an offer for Bourne End and a premium of approximately 9.5 per cent.
over the Closing Price of 63 pence per Bourne End Share on 21 December 2000,
the last dealing day before the date of this announcement.
The Offer values the existing issued share capital of Bourne End at
approximately #42 million.
The directors of Bourne End, who have been so advised by Credit Suisse First
Boston, consider the terms of the Offer to be fair and reasonable. In
providing its advice to the directors of Bourne End, Credit Suisse First
Boston has taken into account the commercial assessments of the directors of
Bourne End. Accordingly, the directors of Bourne End will be unanimously
recommending Bourne End Shareholders to accept the Offer as they have
undertaken to do in respect of their own beneficial and non beneficial
interests and those of their connected persons amounting in aggregate to
735,976 issued Bourne End Shares, representing approximately 1.21 per cent of
the existing issued ordinary share capital of Bourne End.
3. Existing holdings in Bourne End
Immediately prior to this announcement, neither BEP Acquisitions nor, so far
as the directors of BEP Acquisitions are aware and except as stated below,
any member of the Merrill Lynch Group or of the WREI Group or of the
Greenwich Group owned any Bourne End Shares. As at the close of business on
20 December 2000 Merrill Lynch International held 18,786 Bourne End Shares as
market maker.In view of the requirement for confidentiality, BEP Acquisitions
has not made any enquiries in this respect of certain parties who may be
deemed by the Panel to be acting in concert with BEP Acquisitions for the
purposes of the Offer.
4. Irrevocable undertakings
BEP Acquisitions has received irrevocable undertakings to accept the Offer
from the directors, and a senior executive, of Bourne End in respect of their
entire beneficial and non beneficial holdings and those of their connected
persons, amounting in aggregate to 775,976 issued Bourne End Shares,
representing approximately 1.27 per cent. of the existing issued share capital
of Bourne End. The directors of Bourne End have also agreed to accept either
the Offer in respect of any Bourne End Shares which are issued to or vested in
them by virtue of any of the Bourne End Share Schemes or a cash cancellation
proposal to be made by BEP Acquisitions in due course in respect thereof.
BEP Acquisitions has also received irrevocable undertakings to accept the
Offer from certain other Bourne End Shareholders in respect of, in aggregate,
24,761,587 issued Bourne End Shares, representing approximately 40.66 per
cent. of Bourne End's existing issued share capital. These irrevocable
undertakings will cease to be binding in the event that a competing offer is
announced at more than a 10 per cent. premium to the price of the Offer,
whether in cash and/or in shares, unless within 21 days of such competing
offer document being
posted, BEP Acquisitions announces a revised offer which is no less
favourable.
Accordingly, BEP Acquisitions has received irrevocable undertakings to accept
the Offer in respect of, in aggregate, 25,537,563 issued Bourne End Shares,
representing approximately 41.93 per cent. of the existing issued share
capital
of Bourne End.
5. Financial effects of acceptance of the Offer
The following tables set out, for illustrative purposes only, on the bases
and assumptions set out in the notes below and assuming that the Offer
becomes or is declared unconditional in all respects, the financial effects
of acceptance on the capital value and gross income for a holder of 100
Bourne End Shares who accepts the Offer:
Capital value
Cash consideration for 100 Bourne End Shares #69.00
Less: Market value of 100 Bourne End Shares (i) #59.00
Increase in capital value #10.00
----
This represents a percentage increase of approximately 16.9%
----
Gross income
Gross income from cash consideration under the Offer (ii) #3.65
Less: Gross dividend income on 100 Bourne End Shares (iii) #1.44
----
Assumed increase in gross income #2.21
----
This represents a percentage increase of approximately 153.4%
Notes:
(i) The market value of Bourne End Shares is based on the Closing Price
of 59p per Bourne End Share on 14 December 2000, being the last dealing day
before the date of Bourne End's announcement that it was in discussions which
may or may not lead to an offer for Bourne End.
(ii) The cash consideration is assumed to be reinvested so to as to yield
5.29 per cent. gross per annum, being the FTSE Actuaries Government
Securities UK Index gross redemption yield for medium coupon UK gilts with
maturities up to five years, derived from the Financial Times on 21 December
2000, the latest practicable date prior to the publication of this
announcement.
(iii) The gross dividend income from 100 Bourne End Shares is based on
the first interim dividend of 0.65p (net) per share paid to Bourne End
shareholders on 7 July 2000 and the second interim dividend of 0.65p (net) per
share paid to Bourne End shareholders on 18 October 2000 in each case together
with an associated tax credit on 1/9th of the total amount paid.
(iv) In assessing the financial effects of acceptance of the Offer, no
account has been taken of any potential liability to taxation for Bourne End
shareholders.
6. Information on BEP Acquisitions, Merrill Lynch (Jersey) Holdings
Limited, BEP Islands Limited and Greenbau Estuary Limited
(a) BEP Acquisitions
BEP Acquisitions is a private company which was incorporated in Jersey for the
purposes of making the Offer. Its issued share capital is wholly owned by BEP
Property Holdings Limited, another private company incorporated recently in
Jersey.
To date, BEP Acquisitions has engaged in no activities other than those
incidental to its incorporation, the issue of its existing issued share
capital, the announcement of the Offer and the entering into of certain
agreements which will be referred to in the Offer Document. BEP Property
Holdings Limited has engaged in no activities other than those incidental to
its incorporation, the issue of its existing issued share capital and the
entering into of certain agreements which will be referred to in the Offer
Document.
(b) Merrill Lynch (Jersey) Holdings Limited
Merrill Lynch (Jersey) Holdings Limited is a member of Merrill Lynch Group.
Merrill Lynch Group is one of the world's leading financial management and
advisory companies with offices in over 40 countries and total client assets
of approximately USD1.7 trillion. As at 21 December 2000, being the last
dealing day on the New York Stock Exchange prior to the date of this
document, the market capitalisation of Merrill Lynch & Co., Inc., the
ultimate parent company, was approximately USD51,846 million. As an investment
bank, Merrill Lynch Group is a leading global underwriter and market maker of
debt and equity securities and an advisor to corporations, governments,
institutions, and individuals worldwide.
The real estate activities of Merrill Lynch Group in Europe include senior,
mezzanine and securitised financing, principal real estate investment, as
well as a dedicated advisory practice. Recent transactions include financing
the management buy-out of Greycoat plc and the acquisition of Savoy Hotels.
For the financial year ended 31 December 1999, Merrill Lynch Group reported
turnover of USD34,879 million (1998: USD34,574 million), profit before tax
and dividends of USD4,078 million (1998: USD2,096 million), profit after tax
of USD2,618 million (1998: USD1,259 million), gross assets of USD328,071
million (1998: USD299,804 million) and net assets of USD12,802 million (1998:
USD10,132 million), all approximately.
(c) BEP Islands Limited
BEP Islands Limited is a member of WREI Group. WREI Group is based in
Portland, Oregon, USA, with offices in Greenwich, Connecticut (USA) and
London and is involved in the acquisition of real estate companies, mortgage
backed securities, and commercial loans. As at 21 December 2000, being the
last dealing day on NASDAQ prior to the date of this document, the market
capitalisation of Wilshire Real Estate Investment Inc. the ultimate parent
company, was approximately USD24 million. Transactions in which WREI Group has
been involved include the acquisition of a property portfolio valued at
approximately #14.5 million from Warner Estates Plc and the acquisition of
Savoy Hotels.
For the financial year ended 31 December 1999, WREI Group reported gross
income of USD32.4 million (1998: USD34.8 million), net loss of USD26.6
million (1998: net loss of USD56.3 million), gross assets of USD220.8 million
(1998: USD381.1 million) and stockholders' equity of USD50.8 million (1998:
USD72.4 million), all approximately.
(d) Greenbau Estuary Limited
Greenbau Estuary Limited was incorporated in Jersey for the purposes of
making the investment in BEP Property Holdings Limited and is owned by Peter
Kasch and Julian Newiss who are both employees of The Greenwich International
(U.K.) Limited Partnership (an English limited partnership) ("GI-UK"). The
general partner of GI-UK is Greenwich Group International LLC (a New York
limited liability company) ("GGI") and the limited partner is Richbell III
LLC (a New York limited liability company). The members of Richbell III LLC
are all employees of GGI, including Peter Kasch and Julian Newiss. Richbell
III LLC is also the managing member of GGI. The activities of Richbell III
LLC relate only to the various activities of GGI. Peter Kasch has been
appointed a director of BEP Acquisitions and BEP Property Holdings Limited to
represent the interests of Greenbau Estuary Limited on the boards of both
companies.
Following the Offer becoming or being declared unconditional in all respects,
other employees of GGI and GI-UK may be given the opportunity to subscribe
for shares in Greenbau Estuary Limited.
Greenwich Group is an international real estate investment banking
organisation based in New York with other offices in Boston, Washington D.C.,
Los Angeles, London, Frankfurt and Singapore. Its operations in the United
States are focused on real estate financing and investment brokerage, those
in Singapore on joint ventures and brokerage and, in Europe, its business is
one of joint ventures and asset management.
Since its foundation in 1995, Greenwich Group has purchased in partnership
with various investment funds, approximately #500 million of real estate
within the UK including a #75 million property portfolio from Legal and
General and an agreement to acquire a #100 million property portfolio from
MEPC. GGI acts as asset manager for all of the properties it acquires in
joint ventures and currently has some #250 million of property under
management.
Following the Offer becoming or being declared unconditional in all respects,
GI-UK has agreed to act for BEP Acquisitions as asset manager, further
details of which will be set out in the Offer Document.
7. Information on Bourne End
The Bourne End Group is a specialist investor in retail property, currently
owning nine town shopping centres in England and Scotland. The centres range
in size from 80,000 sq. ft. to approximately 340,000 sq. ft.
For the year ended 31 December 1999, Bourne End's audited consolidated
results reported a pre-tax profit, before exceptional items, of approximately
#2.0m (1998 -- #0.4m) on net rental income of approximately #18.0 (1998 --
#15.7m). As at 31 December 1999, Bourne End's audited consolidated results
reported shareholders' funds of approximately #52.2m (1998 -- #55.7m). For
the six months ended 30 June 2000, Bourne End reported a pre-tax profit,
before exceptional items, of approximately #0.6m (1999 -- #0.9m) on net
rental income of approximately #7.1m (1999 -- #8.8m).
8. Background to and reasons for the Offer
The board of Bourne End has recognised for some time that, in common with
many smaller UK quoted property companies, Bourne End's share price has not
fairly reflected the underlying value of the Bourne End Group. The board of
Bourne End earlier this year considered at length the various means by which
it could deliver value to its shareholders and concluded that the best method
was to undertake an orderly realisation of the Bourne End property portfolio
in order to allow a distribution of capital to shareholders.
The board believes that the Offer gives Bourne End Shareholders the certainty
of realising the value of their investment in Bourne End earlier than had
they waited for the realisation of its property portfolio. This realisation
might take considerable time to achieve and would depend on market conditions
at the time. The directors of Bourne End have therefore concluded that Bourne
End Shareholders would welcome the opportunity of an immediate realisation of
their shares in cash.
9. Bourne End management and employees
The board of BEP Acquisitions has confirmed that the existing employment
rights, including pension rights, of all Bourne End Group employees will be
fully safeguarded.
It has been agreed that, after 30 days following the date upon which the Offer
becomes or is declared unconditional in all respects, the executive directors
will resign as directors and their employment will be terminated and they will
receive compensation payments for the early termination of their employment.
The non-executive directors have also agreed to resign as directors on the
Offer becoming or being declared unconditional in all respects, if required to
do so by BEP Acquisitions. BEP Acquisitions has confirmed to Bourne End that
Mick Newmarch and Robin Howard will continue in their role as the Remuneration
Committee of Bourne End for such time to allow them to make the necessary
determination of satisfaction of the level of performance related awards under
the terms of the Bourne End Executive Incentive Scheme. Full details of the
service contracts of the executive directors and the above arrangements will
be set out in the Offer Document.
10. Bourne End Share Schemes
The Offer extends to all Bourne End Shares which are unconditionally issued
or allotted while the Offer remains open for acceptance, including those
issued or allotted or vested pursuant to the exercise of options or rights
which have been granted over or in respect of up to 2,899,666 Bourne End
Shares in aggregate under the Bourne End Share Schemes. Appropriate proposals
will be made to holders of options over or rights in respect of Bourne End
Shares under the Bourne End Share Schemes in due course once the Offer has
become or been declared unconditional in all respects.
The participants in the Bourne End Executive Incentive Scheme have entered
into an agreement with the trustee of a trust established in connection with
the Bourne End Executive Incentive Scheme, Bourne End and BEP Acquisitions
whereby such trustee will, on behalf of such participants sell, or accept the
Offer in respect of, any Bourne End Shares which are to be vested in such
participants and the proceeds, net of PAYE and national insurance
contributions, properly deductible will be remitted to the participants.
Further details of this agreement will be set out on the Offer Document.
11. Financing
The Offer will be financed from cash resources made available to BEP Property
Holdings Limited and in turn to BEP Acquisitions by Merrill Lynch (Jersey)
Holdings Limited, BEP Islands Limited and Greenbau Estuary Limited and two
loan facilities in favour of BEP Acquisitions, one for approximately #15.5
million from Nationwide Building Society and one for approximately #18.5
million from Merrill Lynch Mortgage Capital Inc., further details of which
will be set out in the Offer Document.
12. Offer Document
The formal Offer Document will be posted as soon as possible to Bourne End
Shareholders and, for information only, to holders of options and to
participants under the Bourne End Share Schemes.
13. Inducement payment
Bourne End has agreed to pay BEP Acquisitions an inducement fee of #414,000 if
any property or properties owned or occupied by the Company or its
subsidiaries as at 21 December 2000 is/are sold or disposed of or assigned or
agreed to be so sold, disposed of or assigned (other than any agreement to
sub-let or assign the lease of 9 Queen Anne Street, London) at any time on or
prior to 8 January 2001; if the Offer is not made on or prior to 8 January
2001 following the announcement or making of a Competing Offer on or prior to
8 January 2001 by a third party for the whole of the issued and to be issued
share capital of the Company; or if the Offer is not posted to shareholders
following the announcement of a Competing Offer for the Company by a third
party or having been so posted, on or prior to 8 January 2001, lapses or is
withdrawn following the announcement of a Competing Offer. For the purposes
of the inducement fee, a Competing Offer means a takeover offer which is a
cash offer for all the Company's issued and to be issued share capital at not
less than 10 per cent. more than the price under the Offer. Full details
relating to the inducement fee will be set out in the Offer Document.
14. Enquiries
BEP Acquisitions Don Wijsmuller 01534 887080
Granville Baird Richard Donner 020 7488 1212
or David Silver
Bourne End Mick Newmarch or 020 7927 8000
David Roberts or
Duncan Bain
Credit Suisse First Boston John Pickles or 020 7888 8888
Lynne Sheldon
15. General
Granville Baird, which is regulated in the UK by The Securities and Futures
Authority Limited, is acting for BEP Acquisitions and no one else in
connection with the Offer and will not be responsible to anyone other than
BEP Acquisitions for providing the protections afforded to customers of
Granville Baird nor for providing advice in relation to the Offer.
Credit Suisse First Boston, which is regulated in the UK by The Securities
and Futures Authority Limited, is acting for Bourne End and no one else in
connection with the Offer and will not be responsible to anyone other than
Bourne End for providing the protections afforded to customers of Credit
Suisse First Boston or for providing advice in relation to the Offer.
The availability of the Offer to persons outside the UK may be affected by
the laws of the relevant jurisdiction. Such persons should inform themselves
about and observe any applicable requirements. Unless otherwise determined by
BEP Acquisitions, the Offer will not be made, directly or indirectly, in or
into or by use of the mails of or by any means or instrumentality (including,
without limitation, telephonically or electronically) of inter-state or
foreign commerce of, or any facilities of a national securities exchange of
the United States, Canada, Australia or Japan. Accordingly, copies of this
announcement and any related offering documents are not being, and must not
be, mailed or otherwise distributed or sent in or into or from the United
States, Canada, Australia or Japan and doing so may invalidate any purported
acceptance of the Offer.
This announcement has been approved by Granville Baird solely for the purpose
of section 57 of the Financial Services Act 1986. It does not constitute an
offer or invitation to purchase any securities.
The Offer will be subject to the applicable requirements of the City Code and
will be conditional upon the conditions and further terms of the Offer set
out in Appendix 1 and to be set out in the Offer Document and Form of
Acceptance.
The directors of BEP Acquisitions accept responsibility for the information
contained in this announcement, other than information relating to Bourne
End, the Bourne End Group, the directors of Bourne End and members of their
immediate families, related trusts and persons connected with them. To the
best of the knowledge and belief of the directors of BEP Acquisitions (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 Bourne End accept responsibility for the information
contained in this announcement relating to Bourne End, the Bourne End Group,
the directors of Bourne End and members of their immediate families, related
trusts and persons connected with them. To the best of the knowledge and
belief of the directors of Bourne End (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.
MORE TO FOLLOW
OFFEAFAAADNEFFE
Bourne End Prop (LSE:BEP)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Bourne End Prop (LSE:BEP)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
