TIDMTPF TIDMTPFZ
RNS Number : 2982C
Taliesin Property Fund Limited
18 January 2018
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 SUCH JURISDICTION
18 January 2018
RECOMMED CASH ACQUISITION
of
TALIESIN PROPERTY FUND LIMITED
(regulated by the Jersey Financial Services Commission)
by
WREN BIDCO LIMITED AND CANARY BIDCO LIMITED
newly formed companies owned by entities advised by affiliates
of
The Blackstone Group L.P.
as part of Blackstone's newly formed pan-European Core+ unit to
be effected by means of a scheme of arrangement under Article 125
of the Companies (Jersey) Law 1991
Publication and posting of Scheme Document
On 20 December 2017, the boards of Taliesin Property Fund
Limited (Taliesin) and Wren Bidco Limited and Canary Bidco Limited
(the Bidcos) announced that they had reached agreement on the terms
of a recommended all cash acquisition of the entire issued ordinary
share capital of Taliesin by the Bidcos (being newly incorporated
companies owned by entities advised by affiliates of the Blackstone
Group L.P.) (the Acquisition). The Acquisition will be implemented
by means of a Court-sanctioned scheme of arrangement under Article
125 of the Companies (Jersey) Law 1991, as amended (the Scheme).
Taliesin announces that today it is posting a scheme document to
its shareholders (the Scheme Document), containing, amongst other
things, the full terms and conditions of the Scheme, an explanatory
statement, together with the recommended actions to be taken by
Taliesin shareholders, and notices convening the Court Meeting and
the General Meeting.
In relation to the conditions of the Scheme, the Bidcos received
clearance from the German Federal Cartel Office on 11 January 2018.
Accordingly, the German merger control condition in respect of the
Acquisition (set out in paragraph 2 of Part A of Part III of the
Scheme Document) has been satisfied.
The expected timetable of principal events is attached as an
Appendix to this announcement. If any of the key dates set out in
the expected timetable change, an announcement will be made via a
Regulatory Information Service.
The Court Meeting and the General Meeting will both be held at
28 The Esplanade, St Helier, Jersey, JE2 3QA on 14 February 2018.
The Court Meeting will start at 11:00 a.m. and the General Meeting
will start at 11:15 a.m. (or as soon thereafter as the Court
Meeting has been concluded or adjourned). The Court Hearing to seek
the Court's sanction of the Scheme will be held at the Royal Court
of Jersey, Royal Court Building, Royal Square, St Helier, Jersey
JE1 1BA. It is anticipated that this hearing will be held on 23
February 2018.
Subject to the approval of Scheme Shareholders, the sanction of
the Court and the satisfaction or waiver of the other Conditions,
it is expected that the Scheme will become effective on 26 February
2018.
Instead of receiving cash consideration in Euros, Taliesin and
the Bidcos have agreed to make available to Scheme Shareholders the
opportunity to receive their cash consideration in pounds sterling
(the Currency Alternative). As more particularly described in the
Scheme Document, to elect for the Currency Alternative, Scheme
Shareholders should return the Form of Election being despatched
with the Scheme Document (or, in the case of holders of Scheme
Shares held in uncertificated form through CREST, should make an
appropriate electronic election through CREST) by the relevant date
set out in the Scheme Document and in the Appendix to this
announcement. Scheme Shareholders may only make a Currency Election
to receive such amount in pounds sterling for the whole of their
holding of Scheme Shares. For those Scheme Shareholders who make an
election under the terms of the Currency Alternative, the cash
amount payable in Euros to which such Scheme Shareholders would
otherwise be entitled pursuant to the Scheme will be paid (net of
all relevant fees and expenses) in pounds sterling based on the
exchange rate obtained by Link Asset Services within two Business
Days before the date of settlement of the Scheme consideration in
respect of the Scheme Shares.
Taliesin Shareholders should carefully read the Scheme Document
in its entirety before making a decision with respect to the
Scheme.
A copy of the Scheme Document will today be made available on
Taliesin's website, www.taliesinberlin.com and will be posted to
those Taliesin Shareholders who have requested documents to be sent
to them in hard copy form.
Terms and expressions used in this announcement shall (unless
the context otherwise requires) have the same meanings given to
them in the Scheme Document.
Enquiries:
Taliesin Property Fund Limited
Mark Smith Tel: +44 (0)
15 3470 0000
Rothschild (Financial adviser
to Taliesin)
Robert Waddingham Tel: +44 (0)
Sam Green 207 280 5000
Hannes Mungenast
Stockdale (Nomad and Broker
to Taliesin)
Robert Finlay Tel: +44 (0)
Owen Matthews 207 601 6100
The Blackstone Group International
Partners LLP
Andrew Dowler Tel: +44 (0)
207 451 4275
Lazard (Financial Adviser to
the Bidcos)
Patrick Long Tel: +44 (0)
Will Lawes 207 187 2000
Philip Chapman
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an 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, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Taliesin
in any jurisdiction in contravention of applicable law. The
Acquisition will be implemented solely by means of the Scheme
Document, which will contain the full terms and conditions of the
Acquisition including details of how to vote in respect of the
Scheme. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document.
Lazard & Co., Limited, which is authorised and regulated by
the FCA, is acting as financial adviser to the Bidcos and no-one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than the Bidcos for
providing the protections afforded to clients of Lazard & Co.,
Limited nor for providing advice in connection with the matters
referred to herein. Neither Lazard & Co., Limited 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 & Co., Limited in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise.
N. M. Rothschild & Sons Limited, which is authorised and
regulated by the FCA, is acting as financial adviser to Taliesin
and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than
Taliesin for providing the protections afforded to clients of
Rothschild nor for providing advice in connection with the matters
referred to herein. Neither Rothschild 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
Rothschild in connection with this announcement, any statement
contained herein, the Acquisition or otherwise.
Stockdale Securities Limited, which is authorised and regulated
by the FCA, is acting as nominated adviser and broker to Taliesin
and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than
Taliesin for providing the protections afforded to clients of
Stockdale nor for providing advice in connection with the matters
referred to herein. Neither Stockdale 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
Stockdale in connection with this announcement, any statement
contained herein, the Acquisition or otherwise.
Overseas jurisdictions
The availability of the Acquisition to Taliesin Shareholders who
are not resident in and citizens of the UK or Jersey 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 or Jersey should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. Further details in relation to overseas shareholders
are contained in the Scheme Document.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK and Jersey may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than the UK or Jersey should inform
themselves of, and observe, any applicable requirements. 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.
This announcement has been prepared for the purposes of complying
with English and Jersey law, the AIM Rules, the rules of the London
Stock Exchange and the Code and the 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 of England and Jersey.
Copies of this announcement and the formal documentation
relating to the Scheme and the Acquisition will not be and must not
be, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction or any jurisdiction where to do so
would violate the laws of that jurisdiction.
US Holders
US Holders should note that the Acquisition relates to the
securities of a Jersey company listed on AIM, is subject to UK and
Jersey disclosure requirements and practices (which are different
from those of the US) and is proposed to be implemented under a
scheme of arrangement under Jersey company law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules under the US Exchange Act, and the proxy
solicitation rules under the US Exchange Act will not apply to the
Acquisition. The Scheme will be subject to Jersey and UK disclosure
requirements and practices, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement and the
Scheme Document has been prepared in accordance with IFRS, and thus
may not be comparable to financial information of companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the US. However, if the Bidcos
were to exercise their right to implement the Acquisition of the
Taliesin Shares by way of an Offer, such Offer will be made in
compliance with applicable US tender offer and securities laws and
regulations. Such an Offer would be made by the Bidcos.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each Taliesin Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since the
Bidcos and Taliesin are located in countries other than the US, and
some or all of their officers and directors may be residents of
countries other than the US. US Holders may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of 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.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, the Bidcos or their nominees, or
their brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Taliesin Shares
outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition becomes effective, lapses or is
otherwise withdrawn. These purchases may occur either in the open
market at prevailing prices or in private transactions at
negotiated prices.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. 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 one per cent. 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. 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. 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).
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 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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Taliesin's website at www.taliesinberlin.com by
no later than 12 noon (London time) on the business day following
this announcement. For the avoidance of doubt, the contents of
these websites are not incorporated by reference and do not form
part of this announcement.
Requesting hard copy documents
Taliesin Shareholders may request a hard copy of this
announcement by contacting the Company Secretary of Taliesin during
business hours on +44 (0)1534 700 000 or by submitting a request in
writing to the Company Secretary of Taliesin at JTC (Jersey)
Limited, 28 Esplanade, St. Helier, Jersey JE2 3QA. 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. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.
Appendix
Expected timetable of principal events
All references to time in this document are references to the
time in London, United Kingdom and Jersey, Channel Islands, unless
otherwise stated. All dates and times are based on Taliesin's and
the Bidcos' current expectations and are subject to change. If any
of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Taliesin
Shareholders by announcement through a Regulatory Information
Service.
Event Expected time/date
Publication of this 18 January 2018
document
Voting Record Time for close of business on
the Meetings 12 February 2018 (1)
Latest time for lodging
Forms of Proxy for the: 11:00 a.m. on 13 February
Court Meeting (blue 2018 (2)
form) 11:15 a.m. on 13 February
General Meeting (yellow 2018 (2)
form)
Court Meeting 11:00 a.m. on 14 February
2018
General Meeting 11:15 a.m. on 14 February
2018 (3)
The following dates are indicative only and
subject to change; please see note (4) below
Court Hearing 23 February 2018
Last day of dealings 23 February 2018
in and for the registration
of transfers of Taliesin
Shares
Latest time for lodging 6:00 p.m. on 23 February
Forms of Election (or 2018
in the case of CREST
holders, submitting
electronic election
instructions through
CREST) in connection
with the Currency Alternative
Suspension of dealings 6:00 p.m. on 23 February
in and disablement in 2018
CREST of Taliesin Shares
Scheme Record Time 6:00 p.m. on 23 February
2018
Effective Date of the 26 February 2018
Scheme
Cancellation of admission 8:00 a.m. on 26 February
to trading of Taliesin 2018
Shares
Latest date for dispatch by 12 March 2018
of cheques/settlement
through CREST
Latest date by which 31 May 2018 (5)
Scheme must be implemented
Notes:
(1) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be close of business on the date which is two Business
Days before the date set for such adjourned Meeting.
(2 If the blue Form of Proxy for the Court Meeting is not
returned by such time or if the Court Meeting is adjourned for not
more than 48 hours, the blue Form of Proxy may be handed to a
representative of Link Asset Services, on behalf of the Chairman of
the Court Meeting, or to the Chairman of the Court Meeting, before
the start of that Meeting.
However, if the yellow Form of Proxy for the General Meeting is
not returned by such time, it will be invalid unless such Meeting
is adjourned for not more than 48 hours, in which case the yellow
Form of Proxy may be handed to a representative of Link Asset
Services, on behalf of the Chairman of the General Meeting, or to
the Chairman of the General Meeting, before the start of that
Meeting.
For further information, please see the "Action to be Taken"
section on pages 9 to 11 of the Scheme Document.
(3) To commence as soon thereafter as the Court Meeting is concluded or adjourned.
(4) These times and dates are indicative only and will depend
on, among other things, the dates upon which (i) the Conditions are
satisfied or (where applicable) waived, (ii) the Court sanctions
the Scheme, and (iii) the Court Order sanctioning the Scheme is
delivered to the Registrar of Companies.
(5) This date may be extended by agreement between Taliesin and
the Bidcos with the prior consent of the Panel and (if required)
the approval of the Court.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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