TIDMTPF TIDMTPFZ
RNS Number : 9563F
Taliesin Property Fund Limited
26 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
26 February 2018
RECOMMED CASH ACQUISITION
of
TALIESIN PROPERTY FUND LIMITED
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
Scheme effective
Taliesin Property Fund Limited ("Taliesin") is pleased to
announce that the acquisition by Wren Bidco Limited and Canary
Bidco Limited, newly incorporated companies owned by entities
advised by affiliates of The Blackstone Group L.P., of the entire
issued ordinary share capital of Taliesin has become effective
today, 26 February 2018. This follows the delivery of the Court
Order to the Registrar of Companies.
The consideration of 51 Euros (unless a Currency Election has
been made, in which case such consideration shall be in pounds
sterling) in cash per Scheme Share to be paid to or for the account
of each Scheme Shareholder pursuant to the Scheme will be
despatched (in the case of certificated holders of Scheme Shares)
or settled in CREST (in the case of uncertificated holders of
Scheme Share) by no later than 12 March 2018.
Dealings in Taliesin Shares have been disabled in CREST since
6:00 p.m. on 23 February 2018 and trading in Taliesin Shares on AIM
has been suspended from 7:30 a.m. on the date of this announcement.
An application also has been made by the Company to cancel the
admission to trading of Taliesin Shares on AIM and such
cancellation is expected to occur with effect from 7:00 a.m. on 27
February 2018.
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").
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.
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBSGDDCXDBGIL
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February 26, 2018 09:41 ET (14:41 GMT)
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