Hansteen Holdings plc TENDER OFFER & NOTICE OF GENERAL MEETING (6179S)

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RNS Number : 6179S

Hansteen Holdings plc

04 October 2017

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

4 October 2017

Hansteen Holdings PLC

("Hansteen" or the "Group" or the "Company")

HANSTEEN ANNOUNCES PROPOSED GBP580 MILLION TER OFFER AT 140p PER SHARE

AND

NOTICE OF GENERAL MEETING

Hansteen, the industrial property investor, is today posting a circular to its shareholders containing full details of a proposed Tender Offer at 140p per share and a notice of General Meeting convened for 4.30 p.m. on Wednesday 25 October 2017.

Highlights

-- In March 2017, the Company announced its intention to distribute to Shareholders a substantial proportion of the net cash proceeds from its EUR1.28 billion sale of the German and Dutch Portfolio, which was completed in June 2017.

-- The Board believes that, with the current high level of demand for industrial property investments, opportunities to reinvest the cash sales proceeds at prices which offer appropriate value and future growth potential are limited. Furthermore, the current substantial cash deposits earn virtually no return and are materially diluting the returns from the business.

-- The Board considers that returning the majority of the cash deposits to Shareholders is important, urgent and in the best interests of all Shareholders.

-- On 23 August 2017, the Board announced that it was proposing to return up to approximately GBP580 million.

-- Under the terms of the Tender Offer being announced today, Qualifying Shareholders are offered the opportunity for at least 1 in every 2 Ordinary Shares held by Qualifying Shareholders to be purchased at a price of 140p per Ordinary Share.

-- If the maximum number of shares under the Tender Offer is acquired, this will result in approximately GBP580 million being returned.

   --      The Tender Price represents: 

- a premium of 13.8 per cent. over the Hansteen closing price of 123.0p per Share on 20 March 2017 (being the latest practicable date prior to the announcement of the proposed sale of the German and Dutch Portfolio);

- a premium of 3.0 per cent. to the average Hansteen closing price of 135.9p for the 30 Business Days to 3 October 2017 (being the latest practicable date prior to the publication of the Circular);

- a premium of 0.7 per cent. to the Hansteen closing price of 139.1p on 3 October 2017 (being the latest practicable date prior to the publication of the Circular); and

   -       a premium of 7p to the NAV per share of 133p (as at 30 June 2017). 

-- If the maximum number of Ordinary Shares is purchased under the Tender Offer, as a result of this premium to the NAV per share and the costs associated with the Tender Offer (including the stamp duty), the Tender Offer will dilute the 30 June 2017 NAV per share of 133p by approximately 9p per share.

-- The Tender Offer has no impact on the payment, on 27 October 2017, of the interim dividend of 2.3p per Ordinary Share payable to Shareholders on the Register on 29 September 2017.

-- The Directors intend to tender their Individual Basic Entitlement (i.e. 1 in every 2 Ordinary Shares held) and the balance of their Ordinary Shares above their Individual Basic Entitlement which, to the extent that other Shareholders do not tender at least their Individual Basic Entitlement, will be satisfied proportionately to other excess applications.

-- The Tender Offer will close at 1.00 p.m. on 3 November 2017 with cash payments expected shortly thereafter.

Ian Watson and Morgan Jones, joint chief executives of Hansteen, said: "Today, Hansteen is delivering on its commitment to return approximately GBP580 million to shareholders, while retaining enough capital to pursue near term, smaller scale opportunities. We believe the tender offer at 140p per share represents a very attractive return of cash to our shareholders.

We continue to see good potential to drive further value growth both through increasing income from our remaining portfolio by improving occupancy and growing rental levels and capitalising on the demand for industrial assets from the investment market."

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 
 Announcement of the Tender                     4 October 2017 
  Offer 
 Tender Offer opens                             4 October 2017 
 Latest time and date for              4.30 p.m. on 23 October 
  receipt of Forms of Proxy                               2017 
 General Meeting                       4.30 p.m. on 25 October 
                                                          2017 
 Announcement of results              by 8.00 am on 26 October 
  of the General Meeting                                  2017 
 Latest time and date for              1.00 p.m. on 3 November 
  receipt of Tender Forms                                 2017 
  and share certificates in 
  relation to the Tender Offer 
  (i.e. close of Tender Offer) 
 Latest time and date for              1.00 p.m. on 3 November 
  receipt of TTE Instructions                             2017 
  in relation to the Tender 
  Offer (i.e. close of Tender 
  Offer) 
 Tender Offer Record Date                    close of business 
                                            on 3 November 2017 
 Announcement of results                       6 November 2017 
  of the Tender Offer 
 Purchase of Ordinary Shares                   7 November 2017 
  under the Tender Offer 
 CREST accounts credited                    by 8 November 2017 
  for revised, uncertificated 
  holdings of Ordinary Shares 
  (or, in the case of unsuccessful 
  tenders, for entire holdings 
  of Ordinary Shares) 
 CREST accounts credited                    by 14 November2017 
  in respect of Tender Offer 
  proceeds for uncertificated 
  Ordinary Shares 
 Cheques despatched in respect             by 14 November 2017 
  of Tender Offer proceeds 
  for certificated Ordinary 
  Shares 
 Return of share certificates              by 14 November 2017 
  in respect of unsuccessful 
  tenders of certificated 
  Ordinary Shares 
 Despatch of balancing share               by 14 November 2017 
  certificates (in respect 
  of certificated Ordinary 
  Shares) for revised, certificated 
  holdings in the case of 
  partially successful tenders 
 

Details of the Tender Offer

The terms of the Tender Offer are such that Qualifying Shareholders may tender all, part or none of their respective Individual Basic Entitlements of 1 in every 2 Ordinary Shares held by a Qualifying Shareholder at a price of 140p per Ordinary Share. Qualifying Shareholders will also be entitled to apply to tender Ordinary Shares above their Individual Basic Entitlement and, to the extent that other Shareholders do not tender up to their Individual Basic Entitlement, such applications will be satisfied proportionately to other excess applications.

Successfully tendered Ordinary Shares will be purchased free of commission and dealing charges.

The Tender Offer will be implemented on the basis of Peel Hunt LLP ("Peel Hunt") acquiring, as principal, the successfully tendered Ordinary Shares at a 140p per Ordinary Share. In turn, Peel Hunt has the right to require the Company to purchase such Ordinary Shares from it at the same price under the Option Agreement entered into between the Company and Peel Hunt. If Peel Hunt does not exercise its right to require the Company to purchase such Ordinary Shares, the Company has the right to require Peel Hunt to sell such Ordinary Shares to it at the same price. The Company intends to cancel any repurchased Ordinary Shares.

The Tender Offer is conditional upon, inter alia, the approval of Shareholders at a General Meeting of the Company to be held at 4.30 pm on Wednesday 25 October 2017 at 21 Tudor Street, London EC4Y 0DJ. The Tender Offer is also conditional on, inter alia, there not arising any material adverse change or certain other force majeure events prior to the closing of the Tender Offer.

A Circular setting out information on the details of the Tender Offer and the procedure that should be followed by Qualifying Shareholders who wish to participate in the Tender Offer is expected to be posted to Shareholders today.

Copies of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM In addition, the documents will be available on the Hansteen website (www.hansteen.co.uk) and may also be obtained from the Company Secretary.

This summary should be read in conjunction with the full text of the Circular. Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the Circular.

Enquiries:

 
 Hansteen Holdings PLC                   Tel: +44 (0) 
  Morgan Jones                            20 7408 7000 
  Ian Watson 
 Peel Hunt (Financial Adviser, Sponsor   Tel: +44 (0) 
  and Broker)                             20 7418 8900 
  Capel Irwin 
  Edward Fox 
 Tavistock                                Tel: +44 (0) 
  Jeremy Carey                            20 7920 3150 
  Kirsty Allan 
 

Important notices

This announcement contains inside information.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Ordinary Shares. The Tender Offer is made only pursuant to the Circular and the related Tender Form with respect to the Ordinary Shares. The Tender Offer is not being made to holders of Ordinary Shares in any jurisdiction in which the making of the Tender Offer would not be in compliance with the laws of that jurisdiction.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting as sponsor and broker to the Company and for no-one else in connection with the Tender Offer and will not be responsible to any person other than the Company for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Tender Offer or any other matter referred to in the Circular or this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by FSMA or the regulatory regime established thereunder, Peel Hunt does not accept any responsibility or liability whatsoever nor makes any representation or warranty, express or implied, concerning the contents of the Circular or this announcement, including their accuracy, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Tender Offer, the Circular or this announcement. Each of Peel Hunt, its affiliates and their respective directors, officers, employees and agents accordingly disclaims all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the contents of the Circular or this announcement or any such statement.

Notice for US Shareholders

To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Peel Hunt, or any of their affiliates, may make certain purchases of, or arrangements to purchase, Ordinary Shares outside the US during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Ordinary Shares effected by Peel Hunt acting as market maker in the Ordinary Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the US Securities Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the Listing Rules, and the relevant provisions of the US Exchange Act. Any information about such purchases will be disclosed as required in the UK and the US and, if required, will be reported via a Regulatory Information Service and will be available on the London Stock Exchange website at http://www.londonstockexchange.com.

Forward-looking statements

This Announcement contains indications of likely future developments and other forward-looking statements that are subject to risk factors associated with, among other things, the economic and business circumstances occurring from time to time in the countries, sectors and business segments in which the Group operates. These factors include, but are not limited to, those discussed in Part IV of the Circular. These and other factors could adversely affect the Group's results, strategy and prospects. Forward-looking statements involve risks, uncertainties and assumptions. They relate to events and/or depend on circumstances in the any rules made under that ordinance or (ii) in other circumstances which do not result in the Circular being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong) or which do not constitute an offer to the public within the meaning of that ordinance.

No advertisement, invitation or document relating to the Ordinary Shares may be issued or may be in the possession (and will not be issued or in the possession) of any person for the purpose of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made under that Ordinance.

This Announcement and the information contained herein are strictly confidential to the person whom it is addressed and must not be distributed, published, reproduced or disclosed (in whole or in part) by recipient to any other person or used for any purpose in Hong Kong.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 04, 2017 02:00 ET (06:00 GMT)