Taliesin Property Fund Limited Publication and posting of Scheme Document (2982C)

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RNS Number : 2982C

Taliesin Property Fund Limited

18 January 2018

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

18 January 2018

RECOMMED CASH ACQUISITION

of

TALIESIN PROPERTY FUND LIMITED

(regulated by the Jersey Financial Services Commission)

by

WREN BIDCO LIMITED AND CANARY BIDCO LIMITED

newly formed companies owned by entities advised by affiliates of

The Blackstone Group L.P.

as part of Blackstone's newly formed pan-European Core+ unit to be effected by means of a scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991

Publication and posting of Scheme Document

On 20 December 2017, the boards of Taliesin Property Fund Limited (Taliesin) and Wren Bidco Limited and Canary Bidco Limited (the Bidcos) announced that they had reached agreement on the terms of a recommended all cash acquisition of the entire issued ordinary share capital of Taliesin by the Bidcos (being newly incorporated companies owned by entities advised by affiliates of the Blackstone Group L.P.) (the Acquisition). The Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991, as amended (the Scheme). Taliesin announces that today it is posting a scheme document to its shareholders (the Scheme Document), containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, together with the recommended actions to be taken by Taliesin shareholders, and notices convening the Court Meeting and the General Meeting.

In relation to the conditions of the Scheme, the Bidcos received clearance from the German Federal Cartel Office on 11 January 2018. Accordingly, the German merger control condition in respect of the Acquisition (set out in paragraph 2 of Part A of Part III of the Scheme Document) has been satisfied.

The expected timetable of principal events is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

The Court Meeting and the General Meeting will both be held at 28 The Esplanade, St Helier, Jersey, JE2 3QA on 14 February 2018. The Court Meeting will start at 11:00 a.m. and the General Meeting will start at 11:15 a.m. (or as soon thereafter as the Court Meeting has been concluded or adjourned). The Court Hearing to seek the Court's sanction of the Scheme will be held at the Royal Court of Jersey, Royal Court Building, Royal Square, St Helier, Jersey JE1 1BA. It is anticipated that this hearing will be held on 23 February 2018.

Subject to the approval of Scheme Shareholders, the sanction of the Court and the satisfaction or waiver of the other Conditions, it is expected that the Scheme will become effective on 26 February 2018.

Instead of receiving cash consideration in Euros, Taliesin and the Bidcos have agreed to make available to Scheme Shareholders the opportunity to receive their cash consideration in pounds sterling (the Currency Alternative). As more particularly described in the Scheme Document, to elect for the Currency Alternative, Scheme Shareholders should return the Form of Election being despatched with the Scheme Document (or, in the case of holders of Scheme Shares held in uncertificated form through CREST, should make an appropriate electronic election through CREST) by the relevant date set out in the Scheme Document and in the Appendix to this announcement. Scheme Shareholders may only make a Currency Election to receive such amount in pounds sterling for the whole of their holding of Scheme Shares. For those Scheme Shareholders who make an election under the terms of the Currency Alternative, the cash amount payable in Euros to which such Scheme Shareholders would otherwise be entitled pursuant to the Scheme will be paid (net of all relevant fees and expenses) in pounds sterling based on the exchange rate obtained by Link Asset Services within two Business Days before the date of settlement of the Scheme consideration in respect of the Scheme Shares.

Taliesin Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

A copy of the Scheme Document will today be made available on Taliesin's website, www.taliesinberlin.com and will be posted to those Taliesin Shareholders who have requested documents to be sent to them in hard copy form.

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

 
 Enquiries: 
 Taliesin Property Fund Limited 
 Mark Smith                           Tel: +44 (0) 
                                       15 3470 0000 
 Rothschild (Financial adviser 
  to Taliesin) 
 Robert Waddingham                    Tel: +44 (0) 
  Sam Green                            207 280 5000 
  Hannes Mungenast 
 Stockdale (Nomad and Broker 
  to Taliesin) 
 Robert Finlay                        Tel: +44 (0) 
  Owen Matthews                        207 601 6100 
 The Blackstone Group International 
  Partners LLP 
 Andrew Dowler                        Tel: +44 (0) 
                                       207 451 4275 
 Lazard (Financial Adviser to 
  the Bidcos) 
 Patrick Long                         Tel: +44 (0) 
  Will Lawes                           207 187 2000 
  Philip Chapman 
 

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Taliesin in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

Lazard & Co., Limited, which is authorised and regulated by the FCA, is acting as financial adviser to the Bidcos and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than the Bidcos for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in connection with the matters referred to herein. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

N. M. Rothschild & Sons Limited, which is authorised and regulated by the FCA, is acting as financial adviser to Taliesin and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Taliesin for providing the protections afforded to clients of Rothschild nor for providing advice in connection with the matters referred to herein. Neither Rothschild nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Stockdale Securities Limited, which is authorised and regulated by the FCA, is acting as nominated adviser and broker to Taliesin and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Taliesin for providing the protections afforded to clients of Stockdale nor for providing advice in connection with the matters referred to herein. Neither Stockdale nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stockdale in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Overseas jurisdictions

The availability of the Acquisition to Taliesin Shareholders who are not resident in and citizens of the UK or Jersey may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK or Jersey should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK and Jersey may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK or Jersey should inform themselves of, and observe, any applicable requirements. Any failure to comply with the applicable restrictions 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. This announcement has been prepared for the purposes of complying with English and Jersey law, the AIM Rules, 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 of jurisdictions outside of England and Jersey.

Copies of this announcement and the formal documentation relating to the Scheme and the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction.

US Holders

US Holders should note that the Acquisition relates to the securities of a Jersey company listed on AIM, is subject to UK and Jersey disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement under Jersey company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act, and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. The Scheme will be subject to Jersey and UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme Document has been prepared in accordance with IFRS, and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if the Bidcos were to exercise their right to implement the Acquisition of the Taliesin Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations. Such an Offer would be made by the Bidcos.

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 may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Taliesin Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since the Bidcos and Taliesin are located in countries other than the US, and some or all of their officers and directors may be 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 pursuant to Rule 14e-5(b) of the US Exchange Act, the Bidcos or their nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Taliesin Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

Dealing disclosure requirements

Under Rule 8.3(a) of the 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 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 [phone] 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

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Taliesin's website at www.taliesinberlin.com by no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

Taliesin Shareholders may request a hard copy of this announcement by contacting the Company Secretary of Taliesin during business hours on [phone] or by submitting a request in writing to the Company Secretary of Taliesin at JTC (Jersey) Limited, 28 Esplanade, St. Helier, Jersey JE2 3QA. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Appendix

Expected timetable of principal events

All references to time in this document are references to the time in London, United Kingdom and Jersey, Channel Islands, unless otherwise stated. All dates and times are based on Taliesin's and the Bidcos' current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Taliesin Shareholders by announcement through a Regulatory Information Service.

 
 Event                                                     Expected time/date 
 Publication of this                                          18 January 2018 
  document 
 Voting Record Time for                                  close of business on 
  the Meetings                                           12 February 2018 (1) 
            Latest time for lodging 
             Forms of Proxy for the:                11:00 a.m. on 13 February 
             Court Meeting (blue                                     2018 (2) 
             form)                                  11:15 a.m. on 13 February 
             General Meeting (yellow                                 2018 (2) 
             form) 
 Court Meeting                                      11:00 a.m. on 14 February 
                                                                         2018 
 General Meeting                                    11:15 a.m. on 14 February 

                                                                     2018 (3) 
 
 The following dates are indicative only and 
  subject to change; please see note (4) below 
 
 Court Hearing                                               23 February 2018 
 Last day of dealings                                        23 February 2018 
  in and for the registration 
  of transfers of Taliesin 
  Shares 
 Latest time for lodging                             6:00 p.m. on 23 February 
  Forms of Election (or                                                  2018 
  in the case of CREST 
  holders, submitting 
  electronic election 
  instructions through 
  CREST) in connection 
  with the Currency Alternative 
 Suspension of dealings                              6:00 p.m. on 23 February 
  in and disablement in                                                  2018 
  CREST of Taliesin Shares 
 Scheme Record Time                                  6:00 p.m. on 23 February 
                                                                         2018 
 Effective Date of the                                       26 February 2018 
  Scheme 
 Cancellation of admission                           8:00 a.m. on 26 February 
  to trading of Taliesin                                                 2018 
  Shares 
 Latest date for dispatch                                    by 12 March 2018 
  of cheques/settlement 
  through CREST 
 Latest date by which                                         31 May 2018 (5) 
  Scheme must be implemented 
 

Notes:

(1) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be close of business on the date which is two Business Days before the date set for such adjourned Meeting.

(2 If the blue Form of Proxy for the Court Meeting is not returned by such time or if the Court Meeting is adjourned for not more than 48 hours, the blue Form of Proxy may be handed to a representative of Link Asset Services, on behalf of the Chairman of the Court Meeting, or to the Chairman of the Court Meeting, before the start of that Meeting.

However, if the yellow Form of Proxy for the General Meeting is not returned by such time, it will be invalid unless such Meeting is adjourned for not more than 48 hours, in which case the yellow Form of Proxy may be handed to a representative of Link Asset Services, on behalf of the Chairman of the General Meeting, or to the Chairman of the General Meeting, before the start of that Meeting.

For further information, please see the "Action to be Taken" section on pages 9 to 11 of the Scheme Document.

   (3)           To commence as soon thereafter as the Court Meeting is concluded or adjourned. 

(4) These times and dates are indicative only and will depend on, among other things, the dates upon which (i) the Conditions are satisfied or (where applicable) waived, (ii) the Court sanctions the Scheme, and (iii) the Court Order sanctioning the Scheme is delivered to the Registrar of Companies.

(5) This date may be extended by agreement between Taliesin and the Bidcos with the prior consent of the Panel and (if required) the approval of the Court.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 18, 2018 09:12 ET (14:12 GMT)