LSREF IV Investments LLC Compulsory Acqn Procedure (6826B)

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RNS Number : 6826B

LSREF IV Investments LLC

08 October 2015

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 OR REGULATIONS OF SUCH JURISDICTION

 
 For immediate release   8 OCTOBER 2015 
 

INCREASED RECOMMENDED CASH OFFER

for

QUINTAIN ESTATES AND DEVELOPMENT PLC

by

BAILEY ACQUISITIONS LIMITED

Compulsory acquisition procedure and extension of Increased Offer

On 25 September 2015 Bailey Acquisitions Limited (Bidco), an investment vehicle indirectly controlled by Lone Star Real Estate Fund IV announced that its increased offer for Quintain Estates and Development PLC (Quintain) (the Increased Offer) had become unconditional in all respects.

Extension of Increased Offer

The Increased Offer, which remains subject to the terms set out in the Revised Offer Document, will remain open for acceptances until 1.00 p.m. (London time) on 17 November 2015.

Compulsory acquisition procedure

On 30 September 2015 Bidco announced that it had received valid acceptances of the Increased Offer in respect of, or acquired, Quintain Shares representing over 90 per cent. of the existing issued share capital of Quintain and would, therefore, commence the procedures available to it under section 979 of the Companies Act 2006 to compulsorily acquire those Quintain Shares which it does not already own.

Further to such announcement, Bidco announces that on 6 October 2015 notices pursuant to section 979 of the Companies Act 2006 were sent to non-accepting shareholders informing them that Bidco intends to exercise its right to acquire compulsorily any Quintain Shares held by such non-accepting shareholders on 17 November 2015.

Actions to be taken

Quintain Shareholders who have not yet accepted the Increased Offer have the following options:

Option 1 - allow your Quintain Shares to be acquired compulsorily under the terms of the Increased Offer

Unless a Quintain Shareholder applies to the court and the court orders otherwise, on 17 November 2015 (being the date falling six weeks after the date of the notices given by Bidco to non-accepting shareholders), your Quintain Shares will be acquired compulsorily by Bidco under the terms of the Increased Offer and you will be entitled to 141 pence in cash for each Quintain Share you hold on that date. The consideration due to you will be held on trust by Quintain on your behalf in accordance with section 981 of the Companies Act 2006.

Quintain Shareholders need take no action at this time to follow Option 1. Bidco will write to Quintain Shareholders who have not accepted the Offer again in due course providing details of how such Quintain Shareholders can apply to Computershare Investor Services PLC for the cash consideration to which they are entitled.

Option 2 - accept the Increased Offer

The Increased Offer remains open for acceptance. Therefore, you may still accept the Increased Offer. If you validly accept the Increased Offer, the consideration will be despatched to you within 14 days of receipt of your acceptance, duly completed in all respects. This means that you may receive the consideration sooner than would be the case if you were to take Option 1 and wait for your Quintain Shares to be acquired compulsorily.

To accept the Increased Offer in respect of:

-- Quintain Shares held in certificated form (that is, not in CREST), you should complete, sign and return the personalised Form of Acceptance, which accompanied the Revised Offer Document, together with your share certificate(s) and/or other relevant document(s) of title, in accordance with the instructions contained in the Form of Acceptance and set out in the Revised Offer Document, as soon as possible and in any event on or before 1.00 p.m. (London time) on 17 November 2015.

-- Quintain Shares in uncertificated form (in CREST), you should ensure that an Electronic Acceptance is made by you or on your behalf and that settlement occurs. If you are a CREST-sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear, as soon as possible and in any event on or before 1.00 p.m. (London time) on 17 November 2015.

If you do not accept the Increased Offer in respect of your Quintain Shares on or before 1.00 p.m. (London time) on 17 November 2015 your Quintain Shares will be compulsorily acquired as described above in Option 1.

General

The Revised Offer Document and a specimen Form of Acceptance are available on Bidco's website at www.baileyacquisitionslimited.com. Further copies of the Revised Offer Document and the Form of Acceptance may be obtained by contacting the Receiving Agent, Computershare Investor Services PLC on 0370 707 1253 from within the UK or on [phone] if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday) or by submitting a request in writing to Computershare Corporate Actions Projects, Bristol, BS99 6AH.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the revised offer document in respect of the Increased Offer dated 26 September 2015 (the Revised Offer Document).

Enquiries

 
 Morgan Stanley (Financial Adviser to Bidco) 
 Nick White/Ian Hart/Gwen 
  Billon                     [phone] 
 
 Headland (Bidco's PR Adviser) 
 Francesca Tuckett/Howard 
  Lee                        [phone] 
 

Further information

Morgan Stanley & Co. International plc (Morgan Stanley), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as exclusive financial adviser to Bidco and no one else in connection with the Increased Offer. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Increased Offer, the contents of this announcement or any other matters referred to in this announcement.

This announcement is not intended to, and does not, constitute or form part of any 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 Increased Offer or otherwise. The Increased Offer is made solely by means of the Revised Offer Document and the Form of Acceptance accompanying the Revised Offer Document, which contain the full terms and conditions of the Increased Offer, including details of how the Increased Offer may be accepted. Any response to the Increased Offer should be made only on the basis of information contained in those documents. Quintain Shareholders are advised to read the formal documentation in relation to the Increased Offer carefully.

This announcement has been prepared for the purposes of complying with English law, 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 and regulations of any jurisdiction outside the United Kingdom.

Overseas jurisdictions

The distribution of this announcement in jurisdictions other than the United Kingdom or the United States and the ability of Quintain Shareholders who are not resident in the United Kingdom or the United States to participate in the Increased Offer may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States or Quintain Shareholders who are not resident in the United Kingdom or the United States will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders are contained in the Revised Offer Document.

The Increased Offer is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction, and will not be capable of acceptance by any such use, means, instrumentality or facility from within any Restricted Jurisdiction.

Accordingly, copies of this announcement and all documents relating to the Increased Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this announcement and/or the Revised Offer Document and/or any other related document to a jurisdiction outside the United Kingdom or the United States should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction and must not mail, send or otherwise forward or distribute them in, into or from any Restricted Jurisdiction.

Notice to US holders of Quintain Shares

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October 08, 2015 07:20 ET (11:20 GMT)