TIDMCOL
RNS Number : 1398W
FirstService Corporation
25 January 2012
25 January 2012
FirstService Corporation
FirstService Confirms Approach to Colliers International UK
FirstService Corporation (TSX: FSV and FSV.PR.U; NASDAQ: FSRV)
("FirstService") notes the announcement released by Colliers
International UK PLC ("Colliers International UK" or "the Company")
yesterday confirming that it had received an approach from
FirstService that may or may not lead to an offer for the Company.
Colliers International UK is the London based franchisee of
Colliers International, the commercial real estate operations of
FirstService.
In accordance with Rule 2.4(c) of the Takeover Code,
FirstService will have until 5.00pm on 21 February 2012, being 28
days after 24 January 2012 (or such later date as may be agreed by
Colliers International UK and the Takeover Panel), to announce
either a firm intention to make an offer for Colliers International
UK or that it does not intend to make an offer.
Any offer made for the ordinary shares in Colliers International
UK is likely to be solely in cash and at a price that is a
significant discount to the current trading price. Further, should
any offer be made, such offer may result in minimal, if any, value
to the shareholders of the Company, given the significant level of
indebtedness and other liabilities of the Company. Pursuant to Rule
2.5 (a) of the Takeover Code, FirstService reserves the right to
vary the form and/or mix of the consideration.
This is an announcement falling under Rule 2.4 of the Takeover
Code and does not constitute an announcement of a firm intention to
make an offer under Rule 2.7 of the Takeover Code. There can be no
certainty that an offer will be made nor as to the terms on which
any offer might be made. FirstService reserves the right to
structure any proposal ultimately made in any form whether by
scheme of arrangement, takeover offer or otherwise.
In late 2009, FirstService participated with a minority
investment as part of an equity financingto recapitalize its
franchisee, Colliers International UK, as it faced difficult market
conditions in the UK, while the Company's UK-based executive
management team and board of directors developed a plan to
revitalize and refocus its operations on improving performance.
A copy of this announcement is also available on FirstService's
website at www.firstservice.com
A further announcement will be made when appropriate.
Company contacts:
Jay S. Hennick John B, Friedrichsen
Founder & CEO Senior Vice President &CFO
+1 416 960 9500 +1 416 960 9500
About FirstService
FirstService Corporation is a global leader in the rapidly
growing real estate services sector, providing a variety of
services in commercial real estate, residential property management
and property services. As one of the largest property managers in
the world, FirstService manages more than 2.3 billion square feet
of residential and commercial properties through its three
industry-leading service platforms: Colliers International, the
third largest global player in commercial real estate services;
FirstService Residential Management, the largest manager of
residential communities in North America; and Property Services,
including Field Asset Services, one of America's largest providers
of property preservation and distressed asset management and FS
Brands, one of North America's largest providers of property
services through franchise networks.
FirstService generates over US$2.2 billion in annual revenues
and has more than 20,000 employees worldwide. More information
about FirstService is available at www.firstservice.com
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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 paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper offeror, 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 paper
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 Takeover Panel's website at ww.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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Forward-looking Statements
Certain statements included in this release contain words such
as "could", "expects", "expectations", "may", "anticipates",
"believes", "intends", "estimates" and "plans" (and similar
expressions) and constitute "forward-looking statements" within the
meaning of applicable securities law. These statements are based on
FirstService's current expectations, estimates, forecasts and
projections about the operating environment, economies and markets
in which FirstService and its subsidiaries operate. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which are difficult to predict and
may cause the actual results, performance or achievements of
FirstService, or outcomes or results, to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business
conditions which will, among other things, impact demand for the
FirstService's services, service industry conditions and capacity
and the cost of providing services; the ability of FirstService to
implement its business strategy, including FirstService's ability
to acquire suitable acquisition candidates on acceptable terms and
successfully integrate newly acquired businesses with its existing
businesses; changes in or the failure to comply with government
regulations (especially safety and environmental laws and
regulations); and other factors which are described in
FirstService's filings with the U.S. Securities and Exchange
Commission and Canadian regulatory authorities. These statements,
although considered reasonable by FirstService at the date of this
press release, may prove to be inaccurate and consequently
FirstService's actual results could differ materially from its
expectations as set out or implied in this release. Unless
otherwise required by applicable securities laws, FirstService
disclaims any intention or obligation to update or revise any
forward-looking statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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