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
23 September 2019
RECOMMENDED CASH OFFER
BY
CBRE GROUP, INC.
FOR
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Receipt of merger control clearance
Further to the announcement by Telford Homes plc (the "Company") on 19 September 2019, the Company announces that CBRE Group, Inc. ("CBRE") has received merger control clearance from the European Commission. Accordingly, subject to the Court sanctioning the Scheme at the Court Hearing scheduled for 26 September 2019, it is anticipated that 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. A further announcement will be made by the Company following the Court Hearing.
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:
CBRE |
|
Jim Groch, Global Group President and Chief Investment Officer Cash Smith, Global Head, M&A Emma Giamartino, Americas Head, M&A Steve Iaco, Senior Managing Director Corporate Communications Brad Burke, Head of Investor Relations |
+1 215 921 7474 +1 704 331 1297 +1 215 921 7476 +1 212 984 6535 +1 215 921 7436 |
J.P. Morgan Cazenove (Financial Adviser to CBRE) |
|
John Witherspoon Dwayne Lysaght Bronson Albery Tara Morrison |
+44(0) 207 742 4000 +44(0) 207 742 4000 +44(0) 207 742 4000 +44(0) 207 742 4000 |
Telford Homes |
|
Andrew Wiseman, Chairman Jon Di-Stefano, Chief Executive Officer |
+44 (0)1992 809 800 +44 (0)1992 809 800 |
Rothschild & Co (Financial Adviser to Telford Homes) |
|
Alex Midgen Peter Everest |
+44 (0)20 7280 5000 +44 (0)20 7280 5000 |
Shore Capital (Nomad and Joint Broker to Telford Homes) |
|
Dru Danford Patrick Castle |
+44 (0)20 7408 4090 +44 (0)20 7408 4090
|
Peel Hunt (Joint Broker to Telford Homes) |
|
Charles Batten Capel Irwin |
+44 (0) 20 7418 8900 +44 (0) 20 7418 8900
|
Buchanan (PR Adviser to Telford Homes) |
|
Henry Harrison-Topham Victoria Hayns Steph Watson |
+44 (0) 20 7466 5000 +44 (0) 20 7466 5000 +44 (0) 20 7466 5000 |
|
|
Important notices
J.P. Morgan Securities LLC, together with its affiliate J.P. Morgan Securities plc, which conducts its
N.M. Rothschild & Sons Limited, which is authorised and regulated by the Financial Conduct Authority in the
Shore Capital and Corporate Limited and Shore Capital Stockbrokers Limited, which are authorised and regulated in the
Peel Hunt LLP, which is authorised and regulated by the FCA in the
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
Overseas Shareholders
The release, publication or distribution of this announcement in jurisdictions other than the
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
This announcement does not constitute a prospectus or prospectus equivalent document.
From April 2019, a charge to
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
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 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
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
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 (
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 (
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 (
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
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
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the