Quintain Estates & Development PLC Posting of response circular to increased offer (1549B)

TIDMQED

RNS Number : 1549B

Quintain Estates & Development PLC

05 October 2015

 
 For immediate release   5 October 2015 
 

RECOMMENDED INCREASED CASH OFFER

for

QUINTAIN ESTATES AND DEVELOPMENT PLC

by

BAILEY ACQUISITIONS LIMITED

Posting of response circular to increased offer

It was announced on 29 July 2015 that the then boards of directors of Quintain Estates and Development PLC (Quintain) and Bailey Acquisitions Limited (Bidco), an investment vehicle indirectly controlled by Lone Star Real Estate Fund IV (Lone Star), had reached agreement on the terms of a unanimously recommended cash offer under which Bidco would offer to acquire the entire issued and to be issued share capital of Quintain for a price of 131 pence per Quintain Share (the Offer). The full terms and conditions and the procedures for acceptance of the Offer were set out in the offer document which was published and sent to Quintain Shareholders by Bidco on 11 August 2015 and in the accompanying form of acceptance.

On 25 September 2015, Bidco announced an increased cash offer (the Increased Offer) for the entire issued and to be issued share capital of Quintain under which Quintain Shareholders would receive 141 pence per Quintain Share. On 26 September 2015 Bidco posted the revised offer document containing the full terms and conditions of the Increased Offer (the Revised Offer Document), together with the accompanying Form of Acceptance, to Quintain Shareholders and, for information purposes only, to persons with information rights and to participants in the Quintain Share Plans.

As previously announced, the Increased Offer, which is subject to certain further terms set out in the Revised Offer Document and the Form of Acceptance, is being made on the following basis:

141 pence in cash for each Quintain Share

The Increased Offer values the entire issued ordinary share capital of Quintain on a fully diluted basis at approximately GBP745 million.

Quintain announces that a response circular (the Response Circular) was posted on 3 October 2015 to Quintain Shareholders, participants in the Quintain Share Plans and, for information purposes only, to persons with information rights. This contains the unanimous recommendation of the Quintain Directors who are independent of Lone Star (Being Maxwell James, Nigel Kempner and Simon Carter) that Quintain Shareholders accept the Increased Offer.

Quintain Shareholders who have not yet accepted the Increased Offer are urged to do so as soon as possible:

-- To accept the Increased Offer in respect of Quintain Shares held in certificated form (that is, not in CREST), you should complete and return the Form of Acceptance so as to be received by no later than 1.00 p.m. (London time) on 10 October 2015 in accordance with the procedure set out in the Revised Offer Document.

-- To accept the Offer in respect of shares held in uncertificated form (that is, shares held in CREST), you should ensure than an Electronic Acceptance is made by you or on your behalf and that settlement occurs no later than 1.00 p.m. (London time) on 10 October 2015 in accordance with the procedure set out in the Revised Offer Document. 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 to Euroclear.

Quintain Shareholders who have previously validly accepted the Offer will automatically be deemed to have accepted the Increased Offer by virtue of their prior acceptances and, therefore, need to take no further action. All Quintain Shareholders who accepted the Offer before the date of the Revised Offer Document will receive the Increased Offer Price in respect of their Quintain Shares.

Unless otherwise stated, terms used in this announcement have the same meanings as given to them in the offer document which was published and sent to Quintain Shareholders by Bidco on 11 August 2015.

Enquiries

 
 Quintain Estates and Development 
  PLC 
 Maxwell James/Simon Carter              [phone] 
 
 
 J.P. Morgan Cazenove (Quintain's 
  Financial Adviser and Corporate 
  Broker) 
 Bronson Albery/Paul Hewlett/Tara 
  Morrison                               [phone] 
 
 
 Lazard (Quintain's Financial 
  Adviser) 
 Patrick Long/Max von Hurter/Philippe 
  Noël                              [phone] 
 
 
 Barclays (Quintain's Corporate 
  Broker) 
 Brendan Jarvis/Tom Boardman/Derek 
  Shakespeare                            [phone] 
 
 
 Finsbury (Quintain's PR 
  Adviser) 
 Jenny Davey/James Thompson              [phone] 
 

Further information

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Quintain and no one else in connection with the Offer and will not be responsible to anyone other than Quintain for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Lazard & Co., Limited (Lazard), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Quintain and no one else in connection with the Offer and will not be responsible to anyone other than Quintain for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Barclays Bank PLC, acting through its Investment Bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Quintain and no one else in connection with the Offer and will not be responsible to anyone other than Quintain for providing the protections afforded to its clients or for providing advice in relation to the 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 Offer or otherwise. The Offer is made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contains the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Quintain Shareholders are advised to read the formal documentation in relation to the 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 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 Offer Document.

The 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 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 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

The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, and otherwise in accordance with the requirements of the Code. Accordingly, the Offer will 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.

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October 05, 2015 02:00 ET (06:00 GMT)