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
THIS IS AN ANNOUNCEMENT OF A
POSSIBLE OFFER UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT A FIRM OFFER WILL BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
14 June
2024
Crest Nicholson Holdings plc
("Crest Nicholson")
Response to possible offer
announcement by Bellway p.l.c. ("Bellway")
The Board of Crest Nicholson notes
the announcement made by Bellway p.l.c. ("Bellway") on 13 June 2024
and confirms that on 7 May 2024 it received a revised unsolicited
preliminary proposal from Bellway in relation to a possible
all-share offer for Crest Nicholson (the "Revised
Proposal").
Under the terms of the Revised
Proposal, for each Crest Nicholson share owned, Crest Nicholson's
shareholders would receive 0.093 new ordinary shares in Bellway.
The Revised Proposal implied Crest Nicholson's shareholders would
own approximately 17.1 per cent. of the combined entity.
Based on the Bellway share price of
2,718 pence as at close of business on 13 June 2024, the Revised
Proposal represents an implied value of 253 pence per Crest
Nicholson share, which represents a premium of approximately 18.8
per cent. to the Crest Nicholson share price of 213 pence as at
close of business on 13 June 2024 and a premium of approximately
10.5 per cent. based on the 1-month volume weighted average share
price of 229 pence per Crest Nicholson share.
The Board of Crest Nicholson
evaluated the Revised Proposal with its financial advisers and
concluded that it significantly undervalued Crest Nicholson and its
future standalone prospects and was not in the best interests of
Crest Nicholson's shareholders. The Board therefore unanimously
rejected the Revised Proposal on 14 May 2024.
The Revised Proposal follows an
earlier unsolicited approach from Bellway on 25 April 2024
regarding a possible all-share offer for Crest Nicholson (the
"Initial Proposal") under which Crest Nicholson's shareholders
would receive 0.089 new ordinary shares in Bellway. The Initial
Proposal was also unanimously rejected by the Board of Crest
Nicholson on 2 May 2024, having concluded it fundamentally
undervalued Crest Nicholson and its future prospects.
As outlined in its half year results
on 13 June 2024 for the period ended 30 April 2024, Crest Nicholson
remains confident in its standalone prospects, in particular given
conclusion of the review of provisions for completed development
sites supported by external consultants, its highly attractive land
portfolio and the new leadership of Martyn Clark.
In accordance with Rule 2.6(a)
of the Code, Bellway is required, by not later than 5.00 p.m.
(London time) on 11 July
2024, being 28 days after 13 June 2024, the
date of the announcement made by Bellway publishing details of the
Revised Proposal, either to announce a firm intention to make an
offer for Crest Nicholson in accordance with Rule 2.7 of the
Code or to announce that it does not intend to make an offer for
Crest Nicholson, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This
deadline can only be extended with the consent of the Panel on
Takeovers and Mergers in accordance with Rule 2.6(c) of the
Code.
This announcement has been made
without the consent of Bellway.
The person responsible for arranging
the release of this announcement on behalf of Crest Nicholson
is Penny Thomas.
Enquiries:
Crest Nicholson Holdings plc
+ 44 (0) 19 3258 0555
Bill Floydd (Group Finance
Director)
Jenny Matthews (Head of Investor
Relations)
Barclays Bank PLC, acting through its Investment Bank
+ 44 (0) 20 7623 2323
(Joint Financial Adviser and Joint Corporate
Broker)
Robert Mayhew
Osman Akkaya
Stuart Jempson
Mark Gunalan
Jefferies International
Limited
+ 44 (0) 20
7029 8000
(Joint Financial Adviser and Joint Corporate
Broker)
Philip Yates
Sam Barnett
Will Soutar
Thomas Bective
Teneo
+ 44 (0) 20 7260 2700
(Financial Communications
Adviser)
James Macey White
Giles Kernick
Important notices
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or solicitation of any offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether
pursuant to this announcement or otherwise.
The release, distribution or
publication of this announcement in jurisdictions outside
the United Kingdom may be restricted by laws of the
relevant jurisdictions and therefore persons into whose possession
this announcement comes should inform themselves about, and
observe, any such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities law of
any such jurisdiction.
Notice related to financial adviser
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 Crest
Nicholson and no one else in connection
with the subject matter of this announcement and will not be
responsible to anyone other than Crest
Nicholson for providing the protections
afforded to clients of Barclays nor for providing advice in
relation to the subject matter of this announcement.
In accordance with the Code, normal
United Kingdom market practice and Rule 14e-5(b) of the Exchange
Act, Barclays and its affiliates will continue to act as exempt
principal trader in Crest Nicholson
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.
Jefferies International Limited
("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Crest Nicholson and no one else in
connection with the matters referred to in this announcement and
will not regard any other person as its client in relation to the
matters in this announcement and will not be responsible to anyone
other than Crest Nicholson for providing the protections afforded
to clients of Jefferies nor for providing advice in relation to any
matter referred to in this announcement. Neither Jefferies nor any
of its affiliates (nor their respective directors, officers,
employees or agents) 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 Jefferies in connection with this announcement, any
statement contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% 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 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (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 Code, any
person who is, or becomes, interested in 1% 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 of the Code. 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 of the
Code.
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 of the Code).
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.
Rule 2.9 information
In accordance with Rule 2.9 of the
Code, Crest Nicholson confirms that, as at the close of business on 13 June 2024, it
has 256,920,539 ordinary shares of £0.05 each in issue and admitted to trading
on the London Stock Exchange. No shares are
held in treasury. The International
Securities Identification Number (ISIN) for the ordinary shares is
GB00B8VZXT93.
Market Abuse Regulation
This announcement contains inside
information for the purposes of Article 7 of the UK version of the
Market Abuse Regulation (EU) No. 596/2014. Upon the
publication of this announcement the inside information is now
considered to be in the public domain.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.crestnicholson.com, by no later than 12 noon
(London time) on the business day following the date of this
announcement. The content of the website referred to in this
announcement is not incorporated into, and does not form part of,
this announcement.