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 September 2019

RECOMMENDED CASH OFFER

BY

CBRE GROUP, INC.

FOR

TELFORD HOMES PLC

to be effected by means of a scheme of arrangement under

Part 26 of the Companies Act 2006

Court Sanction of Scheme of Arrangement

Further to the announcement by Telford Homes plc (the "Company") on 23 September 2019, the Company announces that the Court sanctioned the Scheme at the Court Hearing held earlier today. 

The Record Date for the Scheme will be 6.00pm on 30 September and all Ordinary Shares in issue at that time will be subject to the Scheme. Dealings in Telford Homes Shares on AIM will be suspended with effect from 7.30 a.m. on 1 October 2019 and, subject to the Scheme becoming effective later that day, the admission to trading of Telford Homes Shares on AIM will be cancelled at 7.00 a.m. on 2 October 2019.  The consideration payable to Scheme Shareholders will be paid by CBRE on 2 October 2019 or as soon as possible thereafter.

The Company has made an application to the London Stock Exchange for the admission to trading on AIM of 160,000 new ordinary shares of 10p each ("Ordinary Shares") to satisfy the requirements of the Company's unapproved Employee Share Option Scheme ("New Shares"). The New Shares are expected to be admitted to trading on AIM on 27 September 2019. A further 163,365 Ordinary Shares have been issued to employees in relation to the exercise of share awards under the Company's approved Employee Share Option Scheme, which are admitted to trading on AIM under the Company's block listing.

Following the issue and admission of the Ordinary Shares as detailed above, the Company's issued share capital and Total Voting Rights will comprise 76,396,365 Ordinary Shares and the Company does not hold any shares in treasury. Consequently, 76,396,365 is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

Enquiries:

Important notices

J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove, and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA ("J.P. Morgan") is acting as financial adviser exclusively for CBRE and no one else in connection with the Scheme and other matters described herein and will not regard any other person as its client in relation to the Scheme and other matters described herein and will not be responsible to anyone other than CBRE for providing the protections afforded to clients of J.P. Morgan or its affiliates, nor for providing advice in relation to the Scheme and other matters described herein or any other matter or arrangement referred to herein.

N.M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the Scheme and other matters described herein and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the Scheme and other matters described herein.

Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited, which are authorised and regulated in the United Kingdom by the FCA are acting exclusively for Telford Homes and for no one else in connection with the Scheme and other matters described herein and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the Scheme and other matters described herein.

Peel Hunt LLP, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Telford Homes and for no one else in connection with the Scheme and other matters described herein and will not be responsible to anyone other than Telford Homes for providing the protections afforded to its clients or for providing advice in connection with the Scheme and other matters described herein.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document which contains the full terms and conditions of the Acquisition.

This announcement has been prepared for the purpose of complying with English law and the Takeover 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 the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom or the United States may be restricted by law. Persons who are not resident in the United Kingdom or the United States or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by CBRE and/or the CBRE Acquisition Co or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction.

The availability of the Acquisition to Telford Homes Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the AIM Rules. Further details in relation to Overseas Shareholders are contained in paragraph 21 of Part II of the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

From April 2019, a charge to UK taxation on chargeable gains can arise for non-UK resident investors on the sale of shares in companies deriving their value from UK land. There are exemptions that can apply, including where the company's land assets are held for trading purposes and not as investments. Non-UK resident Telford Homes Shareholders should take their own advice from an appropriate independent tax adviser in this regard.

ADDITIONAL INFORMATION FOR US INVESTORS

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which are different from the disclosure requirements of the US under the US Exchange Act. The financial information included in the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

If CBRE and/or the CBRE Acquisition Co were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by CBRE and/ or the CBRE Acquisition Co and no one else. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

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 will likely be a taxable transaction for United States federal income tax purposes and under applicable United States state and local income tax laws. Each US holder of Telford Homes Shares is urged to consult his independent professional adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Acquisition applicable to him as well as any consequences arising under the laws of any other taxing jurisdiction.

It may be difficult for US holders to enforce their rights and claims arising out of the US federal securities laws, since Telford Homes is located in a country other than the US, and all of its officers and directors are 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 consistent with Rule 14e-5(b) under the US Exchange Act, CBRE, the CBRE Acquisition Co, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Telford Homes outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover 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 Takeover 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 AND AVAILABILITY OF HARD COPIES

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on CBRE's website at https://www.cbre.co.uk and/or Telford Homes' website at www.telfordhomes-ir.london by no later than 12 noon (London time) on 27 September 2019. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this announcement.

You may request a copy of this announcement in hard copy form and may also request that all future documents, announcements and information sent to you by Telford Homes in relation to the Acquisition should be in hard copy form. You may make this request by contacting the Registrar, Link Asset Services, on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Proposals nor give any financial, legal or tax advice.

General

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.