Revision to Scheme of Arrangement
22 April 2009 - 5:13PM
UK Regulatory
TIDMDGRE
RNS Number : 0057R
Delek Global Real Estate PLC
22 April 2009
Not for release, publication or distribution in whole or in part in, into or
from any jurisdiction (including the United States) where to do so would
constitute a violation of the relevant laws or regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
22 April 2009
Delek Global Real Estate plc
("DGRE" or the "Company")
Revision to Scheme of Arrangement
Background
The Company announced on 17 April 2009 that it would pay an interim dividend
(the "Interim Dividend") of 7 pence per Share in cash to each Shareholder on 5
May 2009 (or as soon as is practicable thereafter) by reference to a record date
of 1 May 2009 and with an ex-dividend date of 29 April 2009. The decision to pay
this dividend necessitated changes to the Scheme Document sent to DGRE
Shareholders on 24 March 2009, which contained details of a proposal whereby DBI
intends to acquire, for 50 pence in cash for each Scheme Share, the entire
issued share capital of DGRE (which it and Delek Real Estate Limited do not,
taken together, already own), to be effected by way of a scheme of arrangement
between DGRE and the Scheme Shareholders under Article 125 of the Jersey Law.
The payment of the Interim Dividend will be made irrespective of whether the
Scheme is approved or not. Consequently, the board of DGRE announced on 17 April
2009 that it had adjourned the Court Meeting scheduled to be held that day to a
date to be fixed. Following the adjournment of the Court Meeting, the Court has
given the Company permission to re-convene the adjourned Court Meeting for 2.30
p.m. on 5 May 2009 at the offices of Carey Olsen, 47 Esplanade, St. Helier,
Jersey JE1 0BD, Channel Islands and to post a supplementary circular to
Shareholders (the "Supplementary Scheme Document") outlining the changes to the
Proposal as set out in the Scheme Document. The Supplementary Scheme Document is
being posted to Shareholders today.
The payment of the Interim Dividend and the modification of the Scheme to allow
the Interim Dividend to be received by Shareholders represents additional value
to Scheme Shareholders of approximately GBP2.8 million, in aggregate, which
represents an additional amount equal to 14 per cent. of the Cash Consideration
and which will be received by Scheme Shareholders irrespective of whether or not
the Scheme becomes effective.
A summary of the changes to the terms and conditions of the Proposal and an
update on current trading and disposals are set out below.
Revised Proposal: Modifications to the Scheme and the Conditions
The terms of the Scheme and the Conditions set out in the Scheme Document have
been modified by Court order insofar as is required to reflect the revised
Proposal, the terms of which are the same as set out in the Scheme Document,
save that:
1. DBI will acquire the Scheme Shares with all rights attaching to them after
17 April 2009, save for the right to receive the Interim Dividend, rather than
all such rights attaching to the Scheme Shares after 23 March 2009 as set out in
the Scheme Document; and
2. the revised date by which the Scheme must become effective or lapse is 15
May 2009.
The revised expected timetable is set out below.
As required by the Code, the Panel has been consulted, and has provided its
consent for these revisions to the Scheme.
Revised timetable of principal events
+-----------------------------------------+------------------------------+
| Event | Time/date |
| | |
+-----------------------------------------+------------------------------+
| Interim Dividend ex-dividend date | 29 April 2009 |
| | |
+-----------------------------------------+------------------------------+
| Interim Dividend record date | 1 May 2009 |
| | |
+-----------------------------------------+------------------------------+
| Scheme Voting Record Time for the | 6.00 p.m. on 3 May 2009 |
| adjourned Court Meeting | |
| | |
+-----------------------------------------+------------------------------+
| Latest time for lodging a Form of Proxy | 11.00 a.m. on 5 May 2009 |
| for the adjourned Court Meeting | |
| | |
+-----------------------------------------+------------------------------+
| Adjourned Court Meeting | 2.30 p.m. on 5 May 2009 |
| | |
+-----------------------------------------+------------------------------+
| Expected Interim Dividend payment date | 5 May 2009 |
| | |
+-----------------------------------------+------------------------------+
| Last day of dealing and registration of | 11 May 2009 |
| transfers of DGRE Shares | |
| | |
+-----------------------------------------+------------------------------+
| Court Hearing to sanction the Scheme | 2.30 p.m. on 11 May 2009 |
| | |
+-----------------------------------------+------------------------------+
| Scheme Record Time | 6.00 p.m. on 11 May 2009 |
| | |
+-----------------------------------------+------------------------------+
| Effective Date of the Scheme | 12 May 2009 |
| | |
+-----------------------------------------+------------------------------+
| Dealings in DGRE Shares suspended | 7.30 a.m. on 12 May 2009 |
| | |
+-----------------------------------------+------------------------------+
| Cancellation of admission of DGRE | 13 May 2009 |
| Shares to trading on AIM | |
| | |
+-----------------------------------------+------------------------------+
| Latest date for dispatch of cheques in | 26 May 2009 |
| respect of Cash Consideration (and for | |
| settlement of Cash Consideration | |
| through CREST) | |
| | |
+-----------------------------------------+------------------------------+
Current trading and update on disposals
a.Sale of Place Chatel
Since the posting of the Scheme Document, the Company announced, on 8 April
2009, that legal entities indirectly wholly owned by the Company had completed
the disposal of Place Chatel, a residential property located in Montreal, Canada
for a total consideration of CAD36.7 million (approximately GBP20.1 million).
b. Ongoing negotiations regarding possible disposals
In the Scheme Document it was disclosed that one of the companies in which the
DGRE Group is a shareholder has received an approach with regard to a potential
transaction that could, if effected, realise cash proceeds for that company.
This statement referred to a confidential approach from Macquarie Capital Funds
(Europe) Limited ("Macquarie"), on behalf of one of its funds, in relation to a
proposed transaction to prepay a significant proportion of the leases between
Linchfield Limited, which is a 59 per cent. owned subsidiary of the Company, and
its subsidiaries ("Linchfield") and National Car Parks Limited and its
subsidiaries and to extend the current termination date of all the leases within
Linchfield for a substantial period. The approach has a number of conditions
(which are outside the control of the DGRE Group to satisfy), discussions with
Macquarie are at a very early stage and there can be no assurance that any
transaction will result from the approach. It is unclear whether or not such a
transaction would generate any profit for Linchfield or whether, following such
a transaction, after profit-shares payable to Linchfield's bank and any other
conditions Linchfield's bank may insist on, any cash would flow to DGRE. Any net
cash proceeds to DGRE resulting from any such transaction would be substantially
smaller than any gross receipt of Linchfield.
c. Declines in valuations
In paragraph 5(a) of the letter from the Chairman of the Company set out in Part
1 of the Scheme Document, it was noted that, as at 31 December 2008, the average
decline from peak valuation of the Company's properties had only been 8.4 per
cent., compared, for example, to a decline in the UK Investment Property
Databank All Property Capital Growth Index of 35.6 per cent. The Independent
Directors have seen no reliable indications that the declines in global real
estate markets have reversed and therefore expect further declines to occur in
the Company's appraised Net Asset Value, although they cannot quantify the
likely extent of any such declines. In the period from 1 January 2009 to 31
March 2009 the UK Investment Property Databank All Property Capital Growth Index
declined a further 8.9 per cent..
Enquiries
+----------------------------------------------+----------------------+
| Independent Directors of Delek Global Real | |
| Estate plc | |
+----------------------------------------------+----------------------+
| Howard Stanton, Chairman | +44 (0) 7785 282 150 |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Panmure Gordon (Lead Financial Adviser to | +44 (0) 20 7459 3600 |
| the Independent Directors) | |
+----------------------------------------------+----------------------+
| Hugh Morgan | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Rothschild (Financial Adviser to the | +44 (0) 20 7280 5000 |
| Independent Directors) | |
+----------------------------------------------+----------------------+
| Alex Midgen | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Delek Belron International Limited | +972 (0) 3 61 12282 |
+----------------------------------------------+----------------------+
| Eran Meytal, Chairman | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Deloitte Corporate Finance (Financial | +44 (0) 20 7936 3000 |
| Adviser to DBI) | |
+----------------------------------------------+----------------------+
| Jonathan Hinton | |
+----------------------------------------------+----------------------+
| Leonie Grimes | |
+----------------------------------------------+----------------------+
| | |
+----------------------------------------------+----------------------+
| Pelham PR | +44 (0) 20 7337 1500 |
+----------------------------------------------+----------------------+
| Alex Walters | |
+----------------------------------------------+----------------------+
Terms defined in the Scheme Document dated 24 March 2009 have the same meanings
as in this announcement.
Values relating to the sale of Place Chatel, as described in paragraph (a) above
of this document, were calculated on an exchange rate of 1.83 Canadian Dollars
to 1 Pound Sterling, which was taken from Thomson Datastream on 7 April 2009
(being the last practicable date before the issue of the announcement relating
to the disposal of Place Chatel).
Copies of the Supplementary Scheme Document, the Scheme Document and this
announcement will be displayed on the DGRE website www.delekgre.com and will
also be available for inspection at the Company's registered office.
Panmure Gordon, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to DGRE
and no one else in connection with the Proposal (as revised) and will not be
responsible to anyone other than DGRE for providing the protections afforded to
the clients of Panmure Gordon nor for advice in connection with the Proposal (as
revised) or any other matter referred to in this announcement.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively as financial adviser to DGRE
and no one else in connection with the Proposal (as revised) and will not be
responsible to anyone other than DGRE for providing the protections afforded to
the clients of Rothschild nor for advice in connection with the Proposal (as
revised) or any other matter referred to in this announcement.
Deloitte Corporate Finance is acting exclusively as financial adviser to DBI and
no-one else in connection with the Proposal (as revised) and will not regard any
other person as its client nor be responsible to anyone other than DBI for
providing the protections afforded to clients of Deloitte Corporate Finance nor
for providing advice in relation to the Proposal (as revised) or any matter
referred to in this announcement. Deloitte Corporate Finance is a division of
Deloitte LLP, which is authorised and regulated by the Financial Services
Authority in respect of regulated activities.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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