Taliesin Property Fund Limited Offer to buy-back ZDP shares (2462H)

TIDMTPFZ

RNS Number : 2462H

Taliesin Property Fund Limited

09 March 2018

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

9 March 2018

TALIESIN PROPERTY FUND LIMITED

(LEI: 213800CDZPN11C1WNP20)

(incorporated and registered in Jersey with registered number 91744)

offer to buy-back ZDP Shares

Offer to buy-back ZDP Shares

Taliesin Property Fund Limited ("Taliesin") announces the offer (the "Offer") to buy-back the zero dividend preference shares of no par value in the Capital of Taliesin (the "ZDP Shares") at a price of 138.24p per ZDP Share.

Background to the Offer

On 26 February 2018 all of the ordinary shares of no par value in the Company were acquired by Wren Bidco Limited and Canary Bidco Limited (being newly incorporated companies owned by entities advised by affiliates of The Blackstone Group L.P.) by means of a Court-sanctioned scheme of arrangement (the "Scheme") under Article 125 of the Companies Law. The ZDP Shares did not form part of the Scheme but now that it has been completed, the Company is required under the Articles to initiate a process of offering an early repurchase of the ZDP Shares in accordance with the provisions set out in the Articles.

Further details of the Offer

Under the terms of the Offer, the ZDP shareholders who accept the Offer will receive 138.24p per ZDP Share.

The Offer is being implemented by way of an off market repurchase of ZDP Shares and a circular explaining the Offer and the procedures for acceptance is being sent to the holders of ZDP Shares on 9 March 2018.

The purchase of any ZDP Shares pursuant to the Offer is conditional on the members of the Taliesin Board who approve any purchases of ZDP Shares being able to make the necessary 12 month solvency statement as required by the Companies Law.

Any ZDP Shares that are purchased pursuant to the Offer will be cancelled.

The holders of ZDP Shares are not obliged to accept the Offer and if the holders of ZDP Shares do not accept the Offer, the ZDP Shares will continue to be subject to redemption in due course. Under the Articles, Taliesin is required to redeem all the outstanding ZDP Shares on or within 14 days before 30 September 2018. On redemption of the ZDP Shares in accordance with the Articles, the holders of ZDP Shares will receive 144.28p per ZDP Share.

The expected timetable of events is set out in an Appendix to this Announcement.

Capitalised terms and expressions used in this announcement (but not otherwise defined herein) have the same meanings as set out in the document relating to the Scheme dated 18 January 2018 (the "Scheme Document").

Enquiries:

 
 Taliesin 
 Nigel Anthony Le Quesne              Tel: +44 (0) 
                                       15 3470 0000 
 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 
 

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 the Company's 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 ZDP Shareholders by announcement through a Regulatory Information Service.

 
 Event                             Expected time/date 
 Publication of this document      9 March 2018 
 Latest time for lodging           1.00pm (London time) 
  Forms of Acceptance/settlement    on 10 April 2018 
  of TTE Instructions 
 Date on which all acceptances     10 April 2018 
  of the Buyback Offer 
  are deemed effective 
 Settlement Date for payment       24 April 2018 
  of consideration to ZDP 
  Shareholders who accept 
  the Buyback Offer 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 09, 2018 04:02 ET (09:02 GMT)