TIDMTPF TIDMTPFZ
RNS Number : 9127E
Taliesin Property Fund Limited
14 February 2018
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 OF SUCH
JURISDICTION
14 February 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 incorporated 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
Results of Court Meeting and General Meeting
Taliesin Property Fund Limited ("Taliesin") is pleased to
announce that the resolution to approve the Scheme was passed today
by the requisite majorities of Scheme Shareholders at the Court
Meeting, and the special resolution to implement the Scheme and
ordinary resolution to approve the IM Transaction were also passed
by the requisite majorities of Taliesin Shareholders and
Independent Taliesin Shareholders respectively at the subsequent
General Meeting, on the terms set out in the notice of each
meeting.
Capitalised terms and expressions used in this announcement have
the same meanings as set out in the document relating to the Scheme
dated 18 January 2018 (the "Scheme Document").
Court Meeting
At the Court Meeting, convened in accordance with the Court
Order dated 17 January 2018, the resolution to approve the Scheme
was duly passed on a poll by a majority in number of Scheme
Shareholders present and voting (and entitled to vote) in person or
by proxy, representing 89.1 per cent. of the voting rights held by
such Scheme Shareholders. Details of the votes cast were as
follows:
Number of Percentage Number of Percentage
Scheme Shareholders of Scheme Scheme Shares of eligible
who voted Shareholders voted Scheme Shares
who voted voted (%)
(%)
--------- --------------------- -------------- --------------- ---------------
For 49 89.1 4,225,729 82.9
--------- --------------------- -------------- --------------- ---------------
Against 6 10.9 7,969 0.2
--------- --------------------- -------------- --------------- ---------------
Total 55 100 4,233,698 83.1
--------- --------------------- -------------- --------------- ---------------
General Meeting
At the General Meeting, the special resolution to approve (i)
giving the Taliesin Board the authority to take all necessary
action to carry the Scheme into effect and (ii) amending the
Articles (as described in paragraph 9.4 of Part II of the Scheme
Document) and the ordinary resolution to approve the IM Transaction
were duly passed by the requisite majorities. Valid proxy votes
(including votes withheld) were received in respect of a total of
4,251,791 Taliesin Shares, representing 83.4 per cent. of the total
number of votes capable of being cast in respect of the special
resolution, and a total of 2,874,610 Taliesin Shares, representing
77.2 per cent. of the total number of votes capable of being cast
in respect of the ordinary resolution, at the General Meeting. A
poll was conducted on the proposed resolutions and the results are
detailed below:
Special resolution
----------------------------------------------------------
Number of Taliesin Percentage of Taliesin
Shares voted Shares voted (%)
------------ ------------------- -----------------------
For 4,244,032 99.8
------------ ------------------- -----------------------
Against 7,759 0.2
------------ ------------------- -----------------------
Abstain(1) 0 0
------------ ------------------- -----------------------
Total 4,251,791 100
------------ ------------------- -----------------------
Ordinary resolution
----------------------------------------------------------
Number of Taliesin Percentage of Taliesin
Shares voted Shares voted (%)(2)
------------ ------------------- -----------------------
For 2,866,851 99.7
------------ ------------------- -----------------------
Against 7,759 0.3
------------ ------------------- -----------------------
Abstain(1) 0 0
------------ ------------------- -----------------------
Total 2,874,610 100
------------ ------------------- -----------------------
(1) A vote withheld is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes for and
against the resolution.
(2) Taliesin Shares voted as a percentage of the number of
ordinary shares held by Independent Taliesin Shareholders.
Completion of the Acquisition remains subject to the
satisfaction or (if capable of waiver) waiver of the remaining
Conditions, including the sanction of the Royal Court of Jersey at
the Court Hearing which is anticipated to take place on 23 February
2018. A full list of Conditions to the implementation of the
Acquisition is included in the Scheme Document published on 18
January 2018. As noted in the Scheme Document, 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.
Next Steps and Timetable
An application has been made to disable in CREST dealings in
Taliesin Shares and to suspend trading in Taliesin Shares on AIM.
The disablement in CREST is expected to occur with effect from 6:00
p.m. on 23 February 2018 and the suspension from 7:30 a.m. on 26
February 2018.
An application has also been made for the cancellation of
admission to trading of Taliesin Shares, conditional on Court
sanction of the Scheme and the Scheme becoming effective. Such
cancellation is expected to occur with effect from 7:00 a.m. on 27
February 2018.
The expected timetable of remaining principal events is attached
as an Appendix 1 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.
Enquiries:
Taliesin
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 contains 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.
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 or will have 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 30.4 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 that
website 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, PO Box 1075, Elizabeth House, 9 Castle Street, St. Helier,
Jersey JE4 2QP. 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 1
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(1)
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
Disablement in CREST 6:00 p.m. on 23 February
of Taliesin Shares 2018
Scheme Record Time 6:00 p.m. on 23 February
2018
Suspension of dealings 7:30 a.m. on 26 February
in Taliesin Shares 2018
Effective Date of the 26 February 2018
Scheme
Cancellation of admission 7:00 a.m. on 27 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 (2)
Scheme must be implemented
Notes:
(1) 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.
(2) 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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