TIDMTPF TIDMTPFZ
RNS Number : 8924Z
Taliesin Property Fund Limited
20 December 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
20 December 2017
RECOMMED CASH ACQUISITION
of
Taliesin Property Fund Limited 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)
Summary
-- The boards of directors of Taliesin Property Fund Limited
("Taliesin") and Wren Bidco Limited ("Bidco 1") and Canary Bidco
Limited ("Bidco 2" and together, the "Bidcos") are pleased to
announce that they have reached agreement on the terms and
conditions of a recommended all cash acquisition of the entire
issued ordinary share capital of Taliesin.
-- Under the terms of the Acquisition, each Scheme Shareholder will be entitled to receive:
for each Scheme Share: 51 Euros in cash
-- The price per Scheme Share represents a premium of approximately:
-- 10 per cent. to the closing price of EUR46.31 per Taliesin
Share on 19 December 2017 (being the last business day before the
date of this Announcement);
-- 16 per cent. to the volume-weighted average price of EUR44.15
per Taliesin Share for the three-month period ended 19 December
2017 (being the last business day before the date of this
Announcement);
-- 20 per cent. to the volume-weighted average price of EUR42.58
per Taliesin Share for the twelve-month period ended 19 December
2017 (being the last business day before the date of this
Announcement); and
-- 16 per cent. to the 30 June 2017 Adjusted NAV of EUR44.14 per Taliesin Share.
-- The Offer Price has been agreed by the boards of directors of
Taliesin and the Bidcos on the basis that no final dividend for the
financial year ended 31 December 2017 will be paid by Taliesin to
Taliesin Shareholders. If Taliesin announces, declares, makes or
pays any dividend or other distribution on or after the date of
this Announcement and prior to the Effective Date, the Bidcos
reserves their right to reduce the Offer Price by an amount equal
to the amount of such dividend or distribution.
-- The Acquisition values Taliesin's entire issued ordinary
share capital at approximately EUR260 million.
-- It is intended that the Acquisition will be implemented by
means of a Court-sanctioned scheme of arrangement under Article 125
of the Companies Law.
-- The Scheme Document will contain an updated portfolio
valuation reported on in accordance with Rule 29 of the Code.
-- The Taliesin Directors, who have been so advised by
Rothschild as to the financial terms of the Acquisition, consider
the terms of the Acquisition to be fair and reasonable. In
providing its advice, Rothschild has taken into account the
commercial assessments of the Taliesin Directors.
-- Accordingly, the Taliesin Directors confirm they intend to
recommend unanimously that the Taliesin Shareholders vote in favour
of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (in the case of Mark Smith, other
than in respect of the Resolution to approve the IM Transaction),
as they have irrevocably undertaken to do in respect of their own
beneficial holdings which are under their control of:
-- in respect of the Scheme at the Court Meeting and the
Resolutions to implement the Scheme, in aggregate, 129,920 Taliesin
Shares representing approximately 2.5 per cent. of the issued
ordinary share capital of Taliesin on 19 December 2017 (being the
last business day before the date of this Announcement); and
-- in respect of the Resolution to approve the IM Transaction,
in aggregate, 5,200 Taliesin Shares representing approximately 0.1
per cent. of the Independent Voting Share Capital of Taliesin on 19
December 2017 (being the last business day before the date of this
Announcement).
-- The Investment Managers, Seumas Dawes, Georges Saier, Michael
and Felicity Milbourn, Julian Adams, and Paul Luke have irrevocably
undertaken to vote in favour of the Scheme at the Court Meeting and
the Resolutions to be proposed at the General Meeting to implement
the Scheme (in the case of the Investment Managers and Paul Luke,
other than the Resolution to approve the IM Transaction) in respect
of their own beneficial holdings which are under their control
of:
-- in respect of the Scheme at the Court Meeting and the
Resolutions to implement the Scheme, in aggregate, 2,510,616
Taliesin Shares representing approximately 49.2 per cent. of the
issued ordinary share capital of Taliesin on 19 December 2017
(being the last business day before the date of this Announcement);
and
-- in respect of the Resolution to approve the IM Transaction,
1,258,155 Taliesin Shares representing approximately 33.8 per cent.
of the Independent Voting Share Capital of Taliesin on 19 December
2017 (being the last business day before the date of this
Announcement).
-- The Bidcos have therefore received irrevocable undertakings
to vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting to implement the
Scheme (other than the Resolution to approve the IM Transaction)
from Taliesin Shareholders holding 2,640,536 Taliesin Shares and
representing approximately 51.8 per cent. of the issued ordinary
share capital of Taliesin on 19 December 2017 (being the last
business day before the date of this Announcement) and 1,263,355
Taliesin Shares representing approximately 33.9 per cent. of
Independent Voting Share Capital of Taliesin on 19 December 2017
(being the last business day before the date of this Announcement)
in respect of the Resolution to approve the IM Transaction. Further
details of these undertakings, including the circumstances in which
they cease to be binding are set out in Appendix 3.
-- The terms of the Acquisition will be put to the Taliesin
Shareholders at the Court Meeting and the General Meeting (which is
expected to immediately follow the Court Meeting). The Court
Meeting and the General Meeting are required to enable Taliesin
Shareholders to consider, and if thought fit, vote in favour of the
resolutions to approve the Scheme and its implementation. In order
to become Effective, the Scheme must be approved by a majority in
number of Scheme Shareholders, present and voting at the Court
Meeting, whether in person or by proxy, representing 75 per cent.
or more of the voting rights held by those Scheme Shareholders.
-- The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1 to this Announcement. Full details
of the Acquisition will be set out in the Scheme Document. It is
expected that the Scheme Document, containing further information
about the Acquisition and notices of the Court Meeting and General
Meeting, together with the Forms of Proxy, will be published as
soon as practicable and, in any event, within 28 days of this
Announcement (unless the Panel agrees otherwise). An expected
timetable of principal events will be included in the Scheme
Document.
-- The Acquisition is expected to become Effective in the first
quarter of 2018, subject to satisfaction (or, where applicable,
waiver) of the Conditions and further terms set out in Appendix 1
to this Announcement.
-- Taliesin Management Limited and JJ Investment Management
Limited (the "Investment Managers") act as investment advisers to
Taliesin pursuant to investment advisory agreements. The Bidcos
have entered into a share purchase agreement with Mark Smith and
certain other sellers under which the Investment Managers will be
sold to the Bidcos (the "IM Transaction"), subject to the
Acquisition becoming Effective. It is anticipated completion of the
IM Transaction will occur immediately following the Acquisition
becoming Effective. If the Acquisition does not become Effective,
the IM Transaction will not occur. The consideration payable by
Bidcos in respect of the IM Transaction will be EUR18 million,
after taking into account the proceeds attributable to the Taliesin
Shares held by the Investment Managers which will be transferred to
the Bidcos on the Effective Date. For the purposes of Rule 16 of
the Code, Rothschild has confirmed that, in its opinion, the terms
of the IM Transaction are fair and reasonable so far as Independent
Taliesin Shareholders are concerned. The IM Transaction is subject
to the approval of Independent Taliesin Shareholders in accordance
with Rule 16 of the Code.
-- Bidco 1 has entered into a share purchase agreement with JTC
Trustees Limited under which Sophia Holdings Limited, an indirect
holder of approximately 6 per cent. of Taliesin Holdings Limited (a
subsidiary of Taliesin) will be sold to Bidco 1 (the "Sophia
Transaction"), subject to the Acquisition becoming Effective. It is
anticipated that completion of the Sophia Transaction will occur
immediately following completion of the Acquisition. If the
Acquisition does not become Effective, the Sophia Transaction will
not occur. The consideration payable by Bidco 1 in respect of the
Sophia Transaction will be EUR1.
-- Taliesin has in issue zero dividend preference shares of no
par value which are listed on the Main Market of the London Stock
Exchange (the "ZDP Shares"). As further described in this
announcement, upon the Acquisition becoming Effective, Taliesin 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 which the holders of the ZDP
Shares may either accept or reject. Full details of the terms of
the buyback offer and relevant documentation will be sent to
holders of ZDP Shares following the Scheme becoming effective.
-- Nigel Le Quesne, the Chairman of Taliesin, said:
"We are delighted to announce the Acquisition of Taliesin by the
Bidcos, which represents the successful conclusion of over 10 years
of investment in Berlin residential property. The Acquisition
offers all Taliesin Shareholders the chance to realise their
investment in Taliesin at a premium and in cash."
-- Commenting on the Announcement Anthony Myers, the Head of
Real Estate Europe of The Blackstone Group International Partners
LLP, said:
"The acquisition of Taliesin by Blackstone Property Partners'
newly formed pan-European Core+ unit would represent a further
expansion of our German residential business. Taliesin would form
an integral part of our long-term German residential portfolio,
which is focused on well located assets across the country's
gateway cities, and Berlin in particular."
This summary should be read in conjunction with, and is subject
to, the full text of the following Announcement (including its
Appendices). The Acquisition will be subject to the Conditions and
certain further terms set out in Appendix 1 and to the full terms
and conditions to be set out in the Scheme Document. Appendix 2
contains the sources and bases of certain information contained in
this summary and the following Announcement. Appendix 3 contains
details of the irrevocable undertakings received by the Bidcos.
Appendix 4 contains the definitions of certain terms used in this
summary and the following Announcement.
Enquiries
The Blackstone Group International Partners LLP Tel: + 44 (0) 207 451 4275
Andrew Dowler
Lazard (Financial Adviser to the Bidcos) Tel: +44 (0) 207 187 2000
Patrick Long
Will Lawes
Philip Chapman
Taliesin Tel: +44 (0) 15 3470 0000
Mark Smith
Rothschild (Financial Adviser to Taliesin) Tel: +44 (0) 207 280 5000
Robert Waddingham
Sam Green
Hannes Mungenast
Stockdale (Nomad and Broker to Taliesin) Tel: +44 (0) 207 601 6100
Robert Finlay
Owen Matthews
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
will be 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 or will have 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.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by the Bidcos and
Taliesin contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
the Bidcos and Taliesin about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on the Bidcos and Taliesin, the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although the
Bidcos and Taliesin believe that the expectations reflected in such
forward-looking statements are reasonable, the Bidcos and Taliesin
can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; as future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which the Bidcos and Taliesin operate, weak, volatile
or illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which the
Bidcos and Taliesin operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
the Bidcos nor Taliesin, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations (including under the AIM
Rules), neither the Bidcos nor Taliesin is under any obligation,
and the Bidcos and Taliesin expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for the Bidcos or Taliesin, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
the Bidcos or Taliesin, as appropriate.
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 +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
In accordance with Rule 2.9 of the Code, Taliesin confirms that
as at the date of this Announcement, it has in issue and admitted
to trading on AIM 5,099,993 ordinary shares each of no par value
(and holds no shares in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is
JE00B3B3WB31.
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 +44 (0)1534 700 000 or by submitting a request in
writing to the Company Secretary of Taliesin at JTC (Jersey)
Limited, PO Box 1075, Elizabeth House, 9 Castle Street, St. Helier,
Jersey JE4 2QP. 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Taliesin Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Taliesin may be provided to the Bidcos during
the offer period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Inside Information
This Announcement contains inside information. The person
responsible for arranging the release of this Announcement on
behalf of Taliesin is Mark Smith.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
20 December 2017
RECOMMED CASH ACQUISITION
of
Taliesin Property Fund Limited by Wren Bidco Limited and Canary
Bidco Limited (newly incorporated companies owned by entities
advised by affiliates of The Blackstone Group L.P.)
1. Introduction
The boards of directors of Taliesin Property Fund Limited
("Taliesin") and Wren Bidco Limited ("Bidco 1") and Canary Bidco
Limited ("Bidco 2" and together, the "Bidcos") are pleased to
announce that they have reached agreement on the terms and
conditions of a recommended all cash acquisition of the entire
issued and to be issued ordinary share capital of Taliesin. It is
intended that the Acquisition will be implemented by means of a
Court-sanctioned scheme of arrangement under Article 125 of the
Companies Law.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the
Conditions and further terms set out in Appendix 1 to this
Announcement and the full terms and conditions to be set out in the
Scheme Document, each Taliesin Shareholder will be entitled to
receive:
for each Scheme Share: 51 Euros in cash
The Offer Price of 51 Euros per Scheme Share represents a
premium of approximately:
-- 10 per cent. to the closing price of EUR46.31 per Taliesin
Share on 19 December 2017 (being the last business day before the
date of this Announcement);
-- 16 per cent. to the volume-weighted average price of EUR44.15
per Taliesin Share for the three-month period ended 19 December
2017 (being the last business day before the date of this
Announcement);
-- 20 per cent. to the volume-weighted average price of EUR42.58
per Taliesin Share for the twelve-month period ended 19 December
2017 (being the last business day before the date of this
Announcement); and
-- 16 per cent. to the 30 June 2017 Adjusted NAV of EUR44.14 per Taliesin Share.
The Acquisition values Taliesin's entire issued ordinary share
capital at approximately EUR260 million.
The Offer Price has been agreed by the boards of directors of
the Bidcos and Taliesin on the basis that no final dividend for the
financial year ending 31 December 2017 will be paid by Taliesin to
Taliesin Shareholders. If Taliesin announces, declares, makes or
pays any dividend or other distribution on or after the date of
this Announcement and prior to the Effective Date, the Bidcos
reserve the right to reduce the Offer Price by an amount equal to
the amount of such dividend or distribution.
3. Background to and reasons for the Acquisition
The Bidcos believe that the acquisition of Taliesin represents
an attractive opportunity for Blackstone to acquire a well located
residential portfolio and in doing so increase its exposure to the
German residential market.
4. Recommendation
The Taliesin Directors, who have been so advised by Rothschild
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its advice,
Rothschild has taken into account the commercial assessments of the
Taliesin Directors.
Accordingly, the Taliesin Directors confirm they intend to
recommend unanimously that the Taliesin Shareholders vote in favour
of the Scheme at the Court Meeting and the Resolutions to be
proposed at the General Meeting (in the case of Mark Smith, other
than in respect of the Resolution to approve the IM Transaction),
as they have irrevocably undertaken to do in respect of their own
beneficial holdings which are under their control of:
-- in respect of the Scheme at the Court Meeting and the
Resolutions to implement the Scheme, in aggregate, 129,920 Taliesin
Shares representing approximately 2.5 per cent. of the issued
ordinary share capital of Taliesin on 19 December 2017 (being the
last business day before the date of this Announcement); and
-- in respect of the Resolution to approve the IM Transaction,
5,200 Taliesin Shares representing approximately 0.1 per cent. of
the Independent Voting Share Capital of Taliesin on 19 December
2017 (being the last business day before the date of this
Announcement).
5. Background to and reasons for the recommendation
Taliesin was formed in 2005 to invest in residential property in
Berlin, where, at the time, property prices had slumped to levels
considerably below those prevailing in other German and European
cities. At the time of its admission to trading on AIM in 2007,
Taliesin had raised EUR37.8 million of equity capital. The Berlin
residential market represented an attractive investment
opportunity, partly because (i) rental yields could match or exceed
funding costs, and (ii) it was possible to buy property at a
discount to replacement cost.
Taliesin's last property acquisition was in 2013. Since then it
has focused on managing its portfolio for both income and capital
growth. Property prices in Berlin have risen substantially in
recent years albeit they are still below levels in other German
cities. Meanwhile, individual apartment prices are at a premium to
the price of whole buildings. In 2015, Taliesin began to take
advantage of this disparity by splitting freeholds in its portfolio
and selling off individual apartments.
The Taliesin Directors consider this strategy has provided
excellent returns for Taliesin Shareholders. In 2006 the Company
raised capital at EUR10.00 per share. The 30 June 2017 Adjusted NAV
was EUR44.14 per share, which, when taking into account the capital
returns totalling EUR4.00 per share over this period, implies a
4.8x return for Taliesin Shareholders since 2006. Whilst the Board
continues to believe in the strength of the Taliesin model and in
the potential for further growth in the Berlin residential property
market, the Board also recognises that the relatively small free
float of Taliesin and the relatively illiquid market for Taliesin's
shares makes it hard for shareholders to crystallise the NAV
returns achieved to date.
The Board has also considered alternative methods of returning
capital to Taliesin Shareholders, such as employing higher leverage
or disposing of its assets, and returning these proceeds to
Taliesin Shareholders. However, it is the Board's view that the
prospects of achieving, over time, higher net proceeds than those
implied by the Acquisition are outweighed by the downside risks for
Taliesin Shareholders from the execution and market risks inherent
in such a disposal programme.
The Acquisition represents an opportunity for Taliesin
Shareholders to realise in cash their full investment in Taliesin
at a meaningful premium to both last reported NAV and the
prevailing share price. The attractiveness of this pricing, the
reliability and speed of execution which Blackstone are able to
deliver and the relatively low property disposal costs payable in a
single corporate sale of the entire business have all been taken
into account by the Taliesin Directors in arriving at their
conclusion to recommend unanimously the Acquisition to Taliesin
Shareholders.
6. Irrevocable Undertakings
As described above, the two Taliesin Directors who hold Taliesin
Shares have irrevocably undertaken to vote, or procure votes, in
favour of the Scheme at the Court Meeting and the Resolutions
(other than, in the case of Mark Smith, the Resolution to approve
the IM Transaction) to be proposed to implement the Scheme at the
General Meeting in respect of their own beneficial holdings which
are under their control, amounting to in aggregate, 129,920
Taliesin Shares representing approximately 2.5 per cent. of the
issued ordinary share capital of Taliesin on 19 December 2017
(being the last business day before the date of this Announcement)
and 5,200 Taliesin Shares representing approximately 0.1 per cent.
of the Independent Voting Share Capital of Taliesin on 19 December
2017 (being the last business day before the date of this
Announcement) in respect of the Resolution to approve the IM
Transaction.
In addition, the Investment Managers, Seumas Dawes, Georges
Saier, Michael and Felicity Milbourn, Julian Adams, and Paul Luke
who hold Taliesin Shares have irrevocably undertaken to vote, or
procure votes, in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting to implement the
Scheme (in the case of the Investment Managers and Paul Luke, other
than the Resolution to approve the IM Transaction) in respect of
their beneficial holdings which are under their control, amounting
to in aggregate, 2,510,616 Taliesin Shares representing
approximately 49.2 per cent. of the issued ordinary share capital
of Taliesin on 19 December 2017 (being the last business day before
the date of this Announcement) and 1,258,155 Taliesin Shares
representing approximately 33.8 per cent. of the Independent Voting
Share Capital of Taliesin on 19 December 2017 (being the last
business day before the date of this Announcement) in respect of
the Resolution to approve the IM Transaction.
The Bidcos have therefore received irrevocable undertakings to
vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting to implement the
Scheme (other than the Resolution to approve the IM Transaction)
amounting to, in aggregate, 2,640,536 Taliesin Shares representing
approximately 51.8 per cent. of the issued ordinary share capital
of Taliesin on 19 December 2017 (being the last business day before
the date of this Announcement) and 1,263,355 Taliesin Shares
representing approximately 33.9 per cent. of the Independent Voting
Share Capital of Taliesin on 19 December 2017 (being the last
business day before the date of this Announcement) in respect of
the Resolution to approve the IM Transaction.
The undertakings from the Taliesin Directors, Mark Smith and
Nigel Le Quesne, will cease to be binding only if (i) the Panel
consents to the Bidcos not proceeding with the Acquisition; (ii)
the Scheme Document is not dispatched to Taliesin Shareholders
within 28 days (or such longer period as may be agreed between
Taliesin and the Panel) of this Announcement; or (iii) the Scheme
or Offer lapses or is withdrawn and no new, revised or replacement
Scheme or Offer is announced by the Bidcos in accordance with Rule
2.7 of the Code in its place or is announced, in accordance with
Rule 2.7 of the Code, at the same time. The undertakings will
remain binding in the event that a higher competing offer for
Taliesin is made.
Further details of these irrevocable undertakings are set out in
Appendix 3 to this Announcement.
7. Information relating to Blackstone and the Bidcos
Blackstone is one of the world's leading investment firms.
Blackstone seeks to create positive economic impact and long-term
value for our investors, the companies we invest in, and the
communities in which we work. Blackstone does this by using
extraordinary people and flexible capital to help companies solve
problems. Its asset management businesses, with over $385 billion
in assets under management, include investment vehicles focused on
private equity, real estate, public debt and equity, non-investment
grade credit, real assets and secondary funds, all on a global
basis.
In June 2007, Blackstone completed its initial public offering
on the New York Stock Exchange and trades under the symbol
"BX".
Information about Blackstone, including certain ownership,
governance, and financial information, is disclosed in Blackstone's
periodic filings with the U.S. Securities and Exchange Commission
("SEC"), which can be obtained from Blackstone's website at
www.blackstone.com or the SEC's website at www.sec.gov. Follow
Blackstone on Twitter @Blackstone.
The Blackstone Real Estate group was established in 1991 and is
the largest private equity real estate investment manager in the
world today with over $111 billion of investor capital under
management through its opportunistic, core+, and debt strategy
businesses.
Bidco 1 is a limited company registered in Jersey and
incorporated on 12 June 2017. Bidco 1 was formed for the purposes
of the Acquisition and is an entity owned by funds advised by
affiliates of Blackstone and has not traded since its date of
incorporation, nor has it entered into any obligations other than
in connection with the Acquisition. Bidco 2 is a limited company
registered in Jersey and incorporated on 12 June 2017. Bidco 2 was
formed for the purposes of the Acquisition and is an entity owned
by funds advised by affiliates of Blackstone and has not traded
since its date of incorporation, nor has it entered into any
obligations other than in connection with the Acquisition.
8. Information relating to Taliesin
Taliesin is incorporated in Jersey as a public company under the
Companies Law and a closed-ended collective investment unclassified
fund under the Collective Investment Funds (Jersey) Law 1988 (as
amended). Taliesin's main country of operation is Germany and the
Taliesin Shares have been admitted to trading on AIM since 2007.
The Investment Managers have been appointed by Taliesin to provide
investment advisory services to it in connection with its
investments.
Taliesin is principally engaged in selective investing in
primarily residential property in Berlin, Dresden and Potsdam with
its operations focused on management of properties held for rent
and privatisation. Taliesin's investment properties consist of 62
multi-tenant buildings with a total of more than 1,500 rental
units.
Taliesin's property portfolio is held through intermediate
holding companies and local special purpose vehicles. They are
administered by Taliesin Deutschland, a Berlin-based subsidiary of
Taliesin Management Limited, one of the Investment Managers.
Day-to-day property management is outsourced and undertaken by Core
ImmobilienManagement GmbH, a local property management specialist,
under the supervision of Taliesin Deutschland GmbH.
As at 30 June 2017, Taliesin's property portfolio was valued at
EUR359.7m or EUR3,070 per square metre.
The Scheme Document will contain an updated portfolio valuation
reported on in accordance with Rule 29 of the Code.
9. Financing
The cash consideration payable by the Bidcos under the terms of
the Acquisition will be funded from equity to be invested by
Blackstone Funds.
Lazard is satisfied that sufficient resources are available to
the Bidcos to satisfy in full the cash consideration payable to the
Taliesin Shareholders under the terms of the Scheme.
10. Further terms
If any dividend or other distribution or return of value is
authorised, declared, made or paid in respect of the Scheme Shares
on or after the date of this Announcement and prior to the
Effective Date, the Bidcos will be entitled to reduce the Offer
Price by the amount of any such dividend, other distribution or
return of value.
11. ZDP Shares
Taliesin has in issue zero dividend preference shares of no par
value which are listed on the Main Market of the London Stock
Exchange (the "ZDP Shares"). The ZDP Shares carry no rights to
receive dividends out of the revenue or any other profits of
Taliesin and are required to be redeemed by Taliesin on or within
14 days before 30 September 2018. Upon the Acquisition becoming
Effective, Taliesin 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. The holders
of the ZDP Shares may either accept or reject such buyback offer.
Full details of the terms of the buyback offer and relevant
documentation will be sent to holders of ZDP Shares following the
Scheme becoming effective.
12. Investment Managers and Sophia
Taliesin Management Limited and JJ Investment Management Limited
(the "Investment Managers") act as investment advisers to Taliesin
pursuant to investment advisory agreements. The Bidcos have entered
into a Share Purchase Agreement with Mark Smith and certain other
sellers whereby the Investment Managers will be sold to the Bidcos
(the "IM Transaction"). Subject to the Acquisition becoming
Effective, it is anticipated that completion of the IM Transaction
will occur immediately following the Acquisition becoming
Effective. If the Acquisition does not become Effective, the IM
Transaction will not occur. The consideration payable by Bidcos in
respect of the IM Transaction will be EUR18 million, after taking
into account the proceeds attributable to the Taliesin Shares held
by the Investment Managers which will be transferred to the Bidcos
on the Effective Date. For the purposes of Rule 16 of the Code,
Rothschild has confirmed that, in its opinion, the terms of the IM
Transaction are fair and reasonable so far as Independent Taliesin
Shareholders are concerned. The IM Transaction is subject to the
approval of Independent Taliesin Shareholders in accordance with
Rule 16 of the Code.
Bidco 1 has entered into a share purchase agreement with JTC
Trustees Limited whereby Sophia Holdings Limited, an indirect
holder of approximately 6 per cent. of Taliesin Holdings Limited (a
subsidiary of Taliesin) will be sold to Bidco 1 (the "Sophia
Transaction"). Subject to the Acquisition becoming Effective, it is
anticipated that completion of the Sophia Transaction will occur
upon completion of the Acquisition. If the Acquisition does not
become Effective, the Sophia Transaction will not occur. The
consideration payable by Bidco 1 in respect of the Sophia
Transaction will be EUR1.
13. Management and employees
The Bidcos are acquiring the Investment Managers to ensure that
they will have control over the investment management of the assets
of Taliesin following the Acquisition becoming Effective. Taliesin
itself has no employees.
Nigel Le Quesne, Stephen Burnett, Mark Smith, Nicholas Mark
Houslop and Nikolaus von Palombini will cease to be directors of
Taliesin immediately following the Acquisition becoming
Effective.
14. Offer-related Arrangements
Confidentiality Agreement
On 18 May 2017, The Blackstone Group International Partners LLP,
on behalf of the Bidcos, and Taliesin entered into the
Confidentiality Agreement in relation to the Acquisition, pursuant
to which, amongst other things, The Blackstone Group International
Partners LLP, on behalf of the Bidcos has undertaken to: (a)
subject to certain exceptions, keep information relating to
Taliesin and the Acquisition confidential and not to disclose it to
third parties; and (b) use such confidential information only in
connection with the Acquisition. These confidentiality obligations
will remain in force until 18 November 2018.
Cooperation Agreement
The Bidcos and Taliesin have entered into the Cooperation
Agreement, pursuant to which the Bidcos have agreed to use all
reasonable endeavours to ensure the satisfaction of the Regulatory
Condition as soon as reasonably practicable and before 31 May
2018.
The Bidcos have agreed to use all reasonable endeavours to
ensure the satisfaction of the Regulatory Condition as soon as
reasonably practicable and in any event to enable the Acquisition
to complete before the Long Stop Date and Taliesin has agreed to
certain undertakings to co-operate and provide the Bidcos with
information and assistance as may be necessary for the purpose of
obtaining the necessary clearances to satisfy the Regulatory
Condition.
The Cooperation Agreement will terminate with immediate
effect:
-- if agreed in writing between the parties prior to the Effective Date;
-- immediately upon service of written notice by the Bidcos to
Taliesin, which may only be served if:
-- Taliesin announces that the Taliesin Directors no longer
intend to give, or intend to qualify or adversely modify, the
Taliesin Recommendation; or
-- the Taliesin Recommendation is not made in the Scheme
Document or is subsequently withdrawn or adversely modified or
qualified;
-- an independent competing transaction is (i) recommended by
the Taliesin Directors, or (ii) becomes effective, becomes or is
declared unconditional in all respects or completes; or
-- if the Scheme, or if the Bidcos implement the Acquisition by
way of the Offer, the Offer, lapses, terminates or is withdrawn in
accordance with its terms prior to 31 May 2018 (and with the
consent of the Panel, if required) other than:
-- where this follows a result of a switch to implement the Acquisition by way of an Offer; or
-- it is otherwise to be followed within five Business Days by
an announcement under Rule 2.7 of the Code made by the Bidcos (or a
person acting in concert with the Bidcos) to implement the
Acquisition by a different offer or scheme on substantially the
same or improved terms and which is (or is intended to be)
recommended by the Taliesin Directors;
-- the Effective Date does not occur by or on 31 May 2018; or
-- upon the Acquisition becoming Effective.
15. Structure of the Acquisition
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement between Taliesin and
the Scheme Shareholders, under Article 125 of the Companies Law.
The purpose of the Scheme is to provide for the Bidcos to become
the owner of the entire issued ordinary share capital of Taliesin.
Under the Scheme, the Acquisition will be achieved by the transfer
of the Scheme Shares from the Scheme Shareholders to the Bidcos in
consideration for which the Scheme Shareholders will receive cash
on the basis described in paragraph 2 above. Under the Scheme,
Bidco 1 would acquire 90 per cent. of the Taliesin Shares and Bidco
2 would acquire 10 per cent. of the Taliesin Shares. The procedure
involves, among other things, an application by Taliesin to the
Court to sanction the Scheme.
The Acquisition is subject to the Conditions and certain further
terms referred to in Appendix 1 to this Announcement and to the
full terms and conditions to be set out in the Scheme Document, and
will only become Effective if, among other things, the following
events occur on or before 31 May 2018 (or such later date as the
Bidcos and Taliesin may, with the consent of the Panel, agree and,
if required, the Court may approve):
-- a resolution to approve the Scheme is passed by a majority in
number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy,
representing 75 per cent. or more of the voting rights held by
those Scheme Shareholders;
-- a resolution approving the IM Transactions is passed (on a
poll) by a simple majority of the Independent Taliesin Shareholders
present and voting at the General Meeting;
-- the resolution(s) necessary to implement the Scheme is/are
passed by the requisite majority of Taliesin Shareholders at the
General Meeting (which will require the approval of Taliesin
Shareholders representing at least two-thirds of the votes cast at
the General Meeting either in person or by proxy);
-- following the Court Meeting and General Meeting, the Scheme
is sanctioned by the Court (without modification, or with
modification on terms agreed by the Bidcos and Taliesin); and
-- following such sanction, the Scheme Court Order is delivered
to the Registrar of Companies for registration.
As a consequence of Rule 16 of the Code, neither of the
Investment Managers, Mark Smith (or his connected persons) nor Paul
Luke may vote on the Resolution relating to the IM Transaction.
Rule 16 of the Code provides that, except with the consent of the
Panel, an offeror or persons acting in concert with it may not make
any arrangements with shareholders and may not deal or enter into
arrangements to deal in shares of the offeree company, or enter
into arrangements which involve acceptance of an offer, either
during an offer or when one is reasonably in contemplation, if
there are favourable conditions attached which are not being
extended to all shareholders.
The IM Transaction outlined in paragraph 12 above constitutes an
arrangement with a Taliesin Shareholder made when the Acquisition
was reasonably in contemplation and to which favourable conditions
are attached which are not being extended to all Taliesin
Shareholders.
For the purposes of Rule 16, the Panel has provided its consent
to the IM Transaction subject to confirmation from Rothschild that
the terms of the IM Transaction are fair and reasonable so far as
Independent Taliesin Shareholders are concerned (which is set out
in paragraph 12 above) and provided that the IM Transaction is
approved by the Independent Taliesin Shareholders at the General
Meeting. Such vote must be taken on a poll.
The Independent Taliesin Shareholders should note that
completion of the Acquisition will be conditional upon passing of
the Resolution at the General Meeting approving the IM Transaction,
unless such condition is waived by the Bidcos with the consent of
the Panel.
Upon the Scheme becoming Effective: (i) it will be binding on
all Scheme Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the General Meeting (and
if they attended and voted, whether or not they voted in favour);
and (ii) share certificates in respect of Taliesin Shares will
cease to be valid and entitlements to Taliesin Shares held within
the CREST system will be cancelled.
Any Taliesin Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. The resolution(s) to be
proposed at the General Meeting will, amongst other matters,
provide that the Articles be amended to incorporate provisions
requiring any Taliesin Shares issued after the Scheme Record Time
(other than to the Bidcos and/or their nominees) to be
automatically transferred to the Bidcos on the same terms as the
Acquisition (other than terms as to timings and formalities). The
provisions of the Articles (as amended) will avoid any person
(other than the Bidcos and their nominees and the holders of the
ZDP Shares) holding shares in the capital of Taliesin after the
Effective Date.
If the Scheme does not become Effective on or before 31 May 2018
(or such later date as the Bidcos and Taliesin may, with the
consent of the Panel, agree and, if required, the Court may
approve), it will lapse and the Acquisition will not proceed
(unless the Panel otherwise consents).
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting.
The Scheme Document will also contain the expected timetable for
the Acquisition, and will specify the necessary actions to be taken
by Taliesin Shareholders. It is expected that the Scheme Document,
together with the Forms of Proxy, will be published as soon as
practicable and in any event, within 28 days of this Announcement
(unless the Panel agrees otherwise). Subject, amongst other things,
to the satisfaction or waiver of the Conditions, it is expected
that the Scheme will become Effective in the first quarter of 2018.
An expected timetable of events will be included in the Scheme
Document.
16. Delisting
It is intended that an application will be made to the London
Stock Exchange to cancel trading of the Taliesin Shares on AIM to
take effect as of or shortly after the Effective Date.
The last day of dealings in Taliesin Shares on AIM is expected
to be the business day immediately prior to the date of the Scheme
Court Hearing and no transfers will be registered after 6.00 p.m.
(London time) on that date.
17. Disclosure of interests in Taliesin relevant securities
Except for the irrevocable commitments referred to in paragraph
6 above, as at the date of this Announcement neither the Bidcos,
nor any director of either of the Bidcos, nor, as far as the Bidcos
are aware, any person acting in concert (within the meaning of the
Code) with the Bidcos:
-- has any interest in, or right to subscribe for, any relevant securities of Taliesin; nor
-- has any short position in relevant securities of Taliesin,
including any short position under a derivative, any agreement to
sell, any delivery obligation or right to require another person to
purchase or take delivery of relevant securities of Taliesin;
nor
-- has borrowed or lent any relevant securities of Taliesin or
entered into any financial collateral arrangements relating to
relevant securities of Taliesin; nor
-- is party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Code in
relation to relevant securities of Taliesin.
18. Overseas shareholders
The availability of the Acquisition or the distribution of this
Announcement to Taliesin Shareholders who are not resident in the
United Kingdom or Jersey may be affected by the laws of their
relevant jurisdiction. Such persons should inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdiction. Taliesin Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without
delay.
This Announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any securities.
Taliesin Shareholders are advised to read carefully the Scheme
Document and related Forms of Proxy once these have been
published.
19. Documents published on a website
Copies of the following documents will, by no later than 12 noon
(London time) on the business day following this Announcement, be
published on Taliesin's website at www.taliesinberlin.com until the
Effective Date:
-- this Announcement;
-- the irrevocable undertakings referred to in paragraph 6;
-- the Share Purchase Agreement relating to the IM Transaction referred to in paragraph 12;
-- the Confidentiality Agreement referred to in paragraph 14; and
-- the Cooperation Agreement referred to in paragraph 14.
The contents of Taliesin's website are not incorporated into and
do not form part of this Announcement.
20. General
The Acquisition will be subject to the Conditions and certain
further terms set out in Appendix 1 and the full terms and
conditions to be set out in the Scheme Document when issued.
The Acquisition will be governed by Jersey law and will be
subject to the jurisdiction of the Courts. The Acquisition will be
subject to the applicable requirements of the Code, the Panel, the
London Stock Exchange, the AIM Rules, the FCA and the Registrar of
Companies.
The bases and sources of certain information contained in this
Announcement are set out in Appendix 2. Certain terms used in this
Announcement are defined in Appendix 4.
The Bidcos reserve the right (subject to the Panel's consent and
to the terms of the Cooperation Agreement) to elect to implement
the Acquisition by way of an Offer for the entire issued and to be
issued ordinary share capital of Taliesin as an alternative to the
Scheme. In such an event an Offer will be implemented on the same
terms (subject to appropriate amendments), so far as applicable, as
those which would apply to the Scheme and subject to the amendment
referred to in paragraph 5 of Part B of Appendix 1 of this
Announcement.
If the Acquisition is effected by way of an Offer and such Offer
becomes or is declared unconditional in all respects and sufficient
acceptances are received the Bidcos intend to: (i) make an
application to the London Stock Exchange to cancel trading of
Taliesin Shares from AIM; and (ii) exercise its rights to apply the
provisions of Article 117 of the Companies Law to acquire
compulsorily the remaining Taliesin Shares in respect of which the
Offer has not been accepted.
Enquiries
The Blackstone Group International Partners LLP Tel: + 44 (0) 207 451 4275
Andrew Dowler
Lazard (Financial Adviser to the Bidcos) Tel: +44 (0) 207 187 2000
Patrick Long
Will Lawes
Philip Chapman
Taliesin Tel: +44 (0) 15 3470 0000
Mark Smith
Rothschild (Financial Adviser to Taliesin) Tel: +44 (0) 207 280 5000
Robert Waddingham
Sam Green
Hannes Mungenast
Stockdale (Nomad and Broker to Taliesin) Tel: +44 (0) 207 601 6100
Robert Finlay
Owen Matthews
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
will be contained in the Scheme Document.
The release, publication or distribution of this Announcement in
or into jurisdictions other than the UK or 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 or will have 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.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by the Bidcos and
Taliesin contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
the Bidcos and Taliesin about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on the Bidcos and Taliesin, the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although the
Bidcos and Taliesin believe that the expectations reflected in such
forward-looking statements are reasonable, the Bidcos and Taliesin
can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; as future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which the Bidcos and Taliesin operate, weak, volatile
or illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which the
Bidcos and Taliesin operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
the Bidcos nor Taliesin, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations (including under the AIM
Rules), neither the Bidcos nor Taliesin is under any obligation,
and the Bidcos and Taliesin expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for the Bidcos or Taliesin, as appropriate, for
the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for
Bidcos or Taliesin, as appropriate.
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 +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
In accordance with Rule 2.9 of the Code, Taliesin confirms that
as at the date of this Announcement, it has in issue and admitted
to trading on AIM 5,099,993 ordinary shares each of no par value
(and holds no shares in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is
JE00B3B3WB31.
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 +44 (0)1534 700 000 or by submitting a request in
writing to the Company Secretary of Taliesin at at JTC (Jersey)
Limited, PO Box 1075, Elizabeth House, 9 Castle Street, St. Helier,
Jersey JE4 2QP. 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.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other information provided by Taliesin Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Taliesin may be provided to the Bidcos during
the offer period as required under Section 4 of Appendix 4 of the
Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Inside Information
This Announcement contains inside information. The person
responsible for arranging the release of this Announcement on
behalf of Taliesin is Mark Smith.
Appendix 1
Conditions and Certain Further Terms of the Scheme and the
Acquisition
Part A. Conditions to the Scheme and Acquisition
The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Code, on or before 31 May 2018 or such later date (if any) as
the Bidcos and Taliesin may, with the consent of the Panel, agree
and (if required) the Court may approve.
Scheme approval
1. The Scheme will be conditional upon:
a. approval of the Scheme by a majority in number of the Scheme
Shareholders representing not less than 75 per cent. of the voting
rights held by the Scheme Shareholders (or the relevant class or
classes thereof, if applicable) in each case present and voting,
either in person or by proxy, at the Court Meeting and at any
separate class meeting which may be required by the Court or at any
adjournment of any such meetings, provided that the Court Meeting
may not be adjourned beyond the 22nd day after the expected date of
the Court Meeting to be set out in the Scheme Document in due
course (or such later date (if any) as the Bidcos and Taliesin may
agree and the Court may allow);
b. all resolutions necessary to approve and implement the Scheme
as set out in the notice of the General Meeting (other than the
Resolution to approve the IM Transaction referred to in
sub-paragraph c below) being duly passed by the requisite majority
at the General Meeting or at any adjournment thereof, provided that
the General Meeting may not be adjourned beyond the 22nd day after
the expected date of the General Meeting to be set out in the
Scheme Document in due course (or such later date (if any) as the
Bidcos and Taliesin may agree and the Court may allow);
c. the Resolution to approve the IM Transaction being duly
passed by the requisite majority of the Independent Taliesin
Shareholders at the General Meeting or at any adjournment thereof,
provided that the General Meeting may not be adjourned beyond the
22nd day after the expected date of the General Meeting to be set
out in the Scheme Document in due course (or such later date (if
any) as the Bidcos and Taliesin may agree and the Court may allow);
and
d. the sanction of the Scheme by the Court (without
modification, or with modification on terms acceptable to the
Bidcos and Taliesin), provided that the Scheme Court Hearing may
not be adjourned beyond the 22nd day after the expected date of the
Scheme Court Hearing to be set out in the Scheme Document in due
course (or such later date (if any) as the Bidcos and Taliesin may
agree and the Court may allow), and the delivery of the Scheme
Court Order to the Registrar of Companies for registration.
In addition, the Bidcos and Taliesin have agreed that, subject
as stated in Part B below and to the requirements of the Panel, the
Acquisition will be conditional upon the following matters and,
accordingly, the necessary actions to make the Scheme effective
will not be taken unless such conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
Regulatory clearances
2. The merger control filing to the German Federal Cartel Office
having been made in accordance with the German Act Against
Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen)
and merger control clearance from the German Federal Cartel Office
having been received on terms reasonably satisfactory to the Bidcos
(acting in accordance with the terms of the Cooperation Agreement)
or any waiting periods having expired, lapsed or otherwise
terminated in Germany.
General third party clearances
3. Excluding filings, applications, obligations, notifications,
waiting and other time periods, and clearances relating to
antitrust or merger control (in respect of which only paragraph 2
above shall apply), all necessary filings or applications having
been made, all necessary waiting and other time periods (including
any extensions of such waiting and other time periods) under any
applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any relevant jurisdiction
having been complied with, in each case in connection with the
Acquisition or the acquisition by any member of the Wider Bidco
Group of any shares or other securities in, or control of, any
member of the Wider Taliesin Group, where the direct consequence of
a failure to make such a notification or filing or to wait for the
expiry, lapse, or termination of any such waiting or time period
would be unlawful in any relevant jurisdiction.
4. No Third Party having intervened (other than any Third Party
having intervened in respect of antitrust or merger control (in
respect of which only paragraph 2 above shall apply)) and there not
continuing to be outstanding any statute, regulation or order of
any Third Party (other than any statute, regulation or order of any
Third Party relating to antitrust or merger control (in respect of
which only paragraph 2 above shall apply)), in each case which
would reasonably be expected to:
(a) make the Scheme or the Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition by the
Bidcos or any member of the Wider Bidco Group of any shares or
other securities in, or control or management of, Taliesin or any
member of the Wider Taliesin Group void, illegal or unenforceable
in any jurisdiction, or otherwise directly or indirectly materially
restrain, prevent, prohibit, restrict or materially delay, the same
or impose additional conditions or obligations with respect to the
Scheme or the Acquisition or such acquisition, or otherwise
materially impede, challenge or interfere with the Scheme or
Acquisition or such acquisition, or require amendment to the terms
of the Scheme or Acquisition or the acquisition or proposed
acquisition of any Taliesin Shares or the acquisition of control or
management of Taliesin or the Wider Taliesin Group by the Bidcos or
any member of the Wider Bidco Group;
(b) materially limit or delay, or impose any material
limitations on, the ability of any member of the Wider Bidco Group
or any member of the Wider Taliesin Group to acquire or to hold or
to exercise effectively, directly or indirectly, all or any rights
of ownership in respect of shares or other securities in, or to
exercise voting or management control over, any member of the Wider
Taliesin Group or any member of the Wider Bidco Group;
(c) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider Bidco Group of any shares or other
securities in Taliesin or of all or any portion of their respective
businesses, assets or properties or materially limit the ability of
any of them to conduct any of their respective businesses or to own
or control any of their respective assets or properties or any part
thereof;
(d) except pursuant to Articles 116 to 118 and Article 121 of
the Companies Law, require any member of the Wider Bidco Group or
of the Wider Taliesin Group to acquire, or to offer to acquire, any
shares or other securities (or the equivalent) in any member of
either group owned by any third party;
(e) materially limit the ability of any member of the Wider
Bidco Group or of the Wider Taliesin Group to conduct or integrate
or co-ordinate its business, or any part of it, with the businesses
or any part of the businesses of any other member of the Wider
Bidco Group or of the Wider Taliesin Group; or
(f) otherwise materially adversely affect, any or all of the
business, assets, profits, financial or trading position of any
member of the Wider Taliesin Group or of the Wider Bidco Group.
Certain matters arising as a result of any arrangement,
agreement, etc.
5. Except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise or other
instrument to which any member of the Wider Taliesin Group is a
party, or by or to which any such member or any of its assets is or
are or may be bound, entitled or subject, which, in each case as a
consequence of the Scheme or Acquisition or the acquisition or
proposed acquisition of any shares or other securities in, or
control of, Taliesin or any other member of the Wider Taliesin
Group by any member of the Wider Bidco Group or otherwise, would be
expected to result in (in any case, to an extent which would
reasonably be expected to be material and adverse in the context of
the Taliesin Group taken as a whole):
(a) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or any grant available to,
any member of the Wider Taliesin Group being or becoming repayable
or capable of being declared repayable immediately or prior to its
stated maturity date or repayment date or the ability of any member
of the Wider Taliesin Group to borrow monies or incur any
indebtedness being withdrawn or inhibited or becoming capable of
being withdrawn or inhibited;
(b) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider Taliesin
Group;
(c) any such arrangement, agreement, licence, permit, franchise
or instrument, or the rights, liabilities, obligations or interests
of any member of the Wider Taliesin Group thereunder, being, or
becoming capable of being, terminated or modified or affected or
any action being taken or any obligation or liability arising
thereunder;
(d) any asset or interest of any member of the Wider Taliesin
Group being or falling to be disposed of or charged or ceasing to
be available to any member of the Wider Taliesin Group or any right
arising under which any such asset or interest could be required to
be disposed of or could cease to be available to any member of the
Wider Taliesin Group otherwise than in the ordinary course of
business;
(e) the creation of any liabilities (actual or contingent) by
any member of the Wider Taliesin Group other than trade creditors
or other liabilities incurred in the ordinary course of
business;
(f) the rights, liabilities, obligations or interests of any
member of the Wider Taliesin Group under any such arrangement,
agreement, licence, permit, franchise or other instrument or the
interests or business of any such member in or with any other
person, firm, company or body (or any arrangement or arrangements
relating to any such interests or business) being terminated or
adversely modified or affected; or
(g) the financial or trading position or the value of any member
of the Wider Taliesin Group being prejudiced or adversely
affected,
and no event having occurred which, under any provision of any
such arrangement, agreement, licence, permit or other instrument,
would or would reasonably be expected to result in any of the
events or circumstances which are referred to in paragraphs (a) to
(g) of this Condition 5 in any case to an extent which would
reasonably be expected to be material and adverse in the context of
the Taliesin Group taken as a whole.
Certain events occurring since 31 December 2016
6. Except as Disclosed, no member of the Wider Taliesin Group
having, since 31 December 2016:
(a) issued or agreed to issue, or authorised the issue of,
additional shares of any class, or securities convertible into or
exercisable or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible securities
or transferred or sold any shares out of treasury, in each case
other than as between Taliesin and wholly-owned subsidiaries of
Taliesin;
(b) purchased or redeemed or repaid any of its own shares or
other securities or reduced or made any other change to any part of
its share capital in each case to an extent which is material and
adverse in the context of the Wider Taliesin Group taken as a
whole;
(c) recommended, declared, paid or made any dividend or other
distribution whether payable in cash or otherwise or made any bonus
issue (other than to Taliesin or a wholly-owned subsidiary of
Taliesin);
(d) other than pursuant to the Acquisition (and except for
transactions between Taliesin and its wholly-owned subsidiaries or
between the wholly-owned subsidiaries of Taliesin and transactions
in the ordinary course of business) implemented, effected ,
authorised or announced its intention to implement, effect,
authorise or propose any merger, demerger, reconstruction,
amalgamation, scheme, or acquisition or disposal of assets or
shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is
material and adverse in the context of the Wider Taliesin Group
taken as a whole or in the context of the Acquisition;
(e) save for intra-Taliesin Group transactions, made or
authorised any change in its loan capital other than in connection
with ordinary course financing arrangements in any case to an
extent which is material and adverse in the context of the Taliesin
Group taken as a whole;
(f) save for intra-Taliesin Group transactions, entered into,
implemented or authorised the entry into of, any joint venture,
asset or profit sharing arrangement, partnership or merged with,
demerged or acquired any body corporate, partnership or business or
acquired or disposed of or transferred, mortgaged, charged or
created any security interest over any assets or any right, title
or interest in any assets (including shares in any undertaking and
trade investments) or authorised the same (in each case, to an
extent which is material and adverse in the context of the Wider
Taliesin Group taken as a whole);
(g) save in the ordinary course of business, issued or
authorised the issue of, or made any change in or to, any
debentures or (save for intra-Taliesin Group transactions) incurred
or increased any indebtedness or liability (actual or contingent)
which in any case is material and adverse in the context of the
Wider Taliesin Group taken as a whole;
(h) entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or
which is reasonably likely to involve an obligation of such nature
or magnitude (save in the ordinary course of business); or
(B) is likely to materially restrict the business of any member
of the Wider Taliesin Group other than to a nature and extent which
is normal in the context of the business concerned,
and, in either case, which is or would reasonably be expected to
be material and adverse in the context of the Wider Taliesin Group
taken as a whole;
(i) (other than in respect of a member which is dormant or which
is solvent at the relevant time) taken any corporate action or had
any legal proceedings instituted or threatened against it or
petition presented or order made for its winding-up (voluntarily or
otherwise), dissolution or reorganisation or for the appointment of
a receiver, administrator, administrative receiver, trustee or
similar officer of all or any material part of its assets and
revenues or any analogous proceedings in any jurisdiction or
appointed any analogous person in any jurisdiction which in any
case is material in the context of the Wider Taliesin Group taken
as a whole;
(j) been unable, or admitted in writing that it is unable, to
pay its debts or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business to
an extent which is material in the context of the Wider Taliesin
Group taken as a whole;
(k) other than in respect of claims between Taliesin and wholly
owned subsidiaries of Taliesin, waived or compromised any claim
otherwise than in the ordinary course of business which is material
in the context of the Wider Taliesin Group taken as a whole;
(l) made any alteration to its memorandum or articles of
association (in each case, other than in connection with the
Scheme) which is material in the context of the Acquisition;
(m) (except in relation to changes made or agreed as a result
of, or arising from, legislation or changes to legislation) made or
agreed or consented to:
(A) any material change to:
(i) the terms of the trust deeds constituting the pension
scheme(s) established for its directors, employees or their
dependents; or
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder; or
(iii) the basis on which qualification for, or accrual or
entitlement to such benefits or pensions are calculated or
determined; or
(iv) the basis upon which the liabilities (including pensions)
or such pension schemes are funded, valued or made,
in each case, which is material in the context of the Wider
Taliesin Group taken as a whole,
(B) any change to the trustees including the appointment of a trust corporation;
(n) entered into or materially varied the terms of or made any
offer (which remains open for acceptance) to enter into or vary the
terms of, any contract, agreement, commitment, transaction or
arrangement with any director or senior executive which is material
and adverse in the context of the Acquisition or which would
reasonably be expected to have a material adverse effect on the
financial position of the Wider Taliesin Group;
(o) proposed, agreed to provide or materially modified the terms
of any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by the Wider Taliesin Group in each case which is
material and adverse in the context of the Wider Taliesin Group
taken as a whole; and
(p) on or after the date of this Announcement, and other than
with the consent of the Bidcos, no action having been taken or
proposed by any member of the Wider Taliesin Group which requires
or would require the approval of Taliesin Shareholders in general
meeting in accordance with, or as contemplated by, Rule 21.1 of the
Code.
No adverse change, litigation or regulatory enquiry
7. Except as Disclosed, since 31 December 2016:
(a) there having been no adverse change or deterioration in the
business, assets, financial or trading positions or profit or
prospects of any member of the Wider Taliesin Group which in any
case is material and adverse in the context of the Wider Taliesin
Group taken as a whole;
(b) no contingent or other liability of any member of the Wider
Taliesin Group having arisen or become apparent or increased which
in any case is or would reasonably be expected to be material and
adverse in the context of the Wider Taliesin Group taken as a
whole;
(c) (other than as a result of or in connection with the
Acquisition), no litigation, arbitration proceedings, prosecution
or other legal or regulatory proceedings to which any member of the
Wider Taliesin Group is or may become a party (whether as
plaintiff, defendant or otherwise) and no investigation by any
Third Party against or in respect of any member of the Wider
Taliesin Group having been threatened in writing, announced,
implemented or instituted by or against or remaining outstanding
against or in respect of any member of the Wider Taliesin Group
which in any such case is or would reasonably be expected to be
material and adverse in the context of the Wider Taliesin Group
taken as a whole;
(d) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any
licence held by any member of the Wider Taliesin Group which is
necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which
would reasonably be expected to have a material adverse effect on
the Wider Taliesin Group taken as a whole; and
(e) no member of the Wider Taliesin Group having conducted its
business in breach of any applicable laws and regulations which in
any case is material in the context of the Wider Taliesin Group
taken as a whole.
No discovery of certain matters
8. Except as Disclosed, the Bidcos not having discovered:
(a) that any financial or business or other information
concerning the Wider Taliesin Group disclosed at any time by or on
behalf of any member of the Wider Taliesin Group, whether publicly,
to any member of the Wider Bidco Group or to any of their advisers
or otherwise, is misleading or contains any misrepresentation of
fact or omits to state a fact necessary to make any information
contained therein not misleading, in each case to an extent which
is material in the context of the Wider Taliesin Group taken as a
whole;
(b) that any member of the Wider Taliesin Group is subject to
any liability (actual or contingent) which is material in the
context of the Wider Taliesin Group taken as a whole;
(c) any past or present member of the Wider Taliesin Group has
not complied in all material respects with all applicable
legislation or regulations of any jurisdiction relating to the use,
treatment, storage, carriage, disposal, discharge, spillage,
release, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment (including property)
or harm human health or otherwise relating to environmental matters
or the health and safety of any person, or that there has otherwise
been any such use, treatment, handling, storage, transport,
release, disposal, discharge, spillage, leak or emission (whether
or not this constituted a non-compliance by any person with any
legislation or regulations and wherever the same may have taken
place), which non- compliance would be likely to give rise to any
material liability including any penalty for non-compliance
(whether actual or contingent) or cost on the part of any member of
the Wider Taliesin Group, which in any case is material in the
context of the Wider Taliesin Group as a whole; or
(d) there is any material liability (actual or contingent) to
make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by of any past or present
member of the Wider Taliesin Group under any environmental
legislation, regulation, notice, circular or order of any
government, governmental, quasi-governmental, state or local
government, supranational, statutory or other regulatory body,
agency, court, association or any other person or body in any
jurisdiction, which in any case is material in the context of the
Wider Taliesin Group taken as a whole.
Anti-corruption, sanctions and criminal property
9. Except as Disclosed, the Bidcos not having discovered that:
(a) any:
(A) past or present member, director, officer or employee of the Wider Taliesin Group; or
(B) person that performs or has performed services on behalf of the Wider Taliesin Group,
has at any time engaged in an activity, practice or conduct
which would constitute an offence under the UK Bribery Act 2010,
the US Foreign Practices Act of 1977 or any other applicable anti-
corruption legislation;
(b) any material asset of any member of the Wider Taliesin Group
constitutes criminal property as defined by section 340(3) of the
Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that
definition);
(c) any past or present member, director, officer or employee of
the Wider Taliesin Group, or any other person for whom any such
person may be liable or responsible, has engaged in any business
with, made any investments in, or made any payments or assets
available to or received any funds or asset from:
(A) any government, entity, or individual with which US or
European Union persons (or persons operating in those territories)
are prohibited from engaging in activities, doing business or from
receiving or making available funds or economic resources, by US or
European Union laws or regulations, including the economic
sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury & Customs; or
(B) any government, entity or individual targeted by any of the
economic sanctions of the United Nations, United States or the
European Union or any of its member states; or
(d) a member of the Taliesin Group has engaged in a transaction
which would cause the Bidco Group to be in breach of any law or
regulation on completion of the Acquisition, including the economic
sanctions administered by the United States Office of Foreign
Assets Control or HM Treasury & Customs or any government,
entity or individual targeted by any of the economic sanctions of
the United Nations, United States or the European Union or any of
its member states.
10. For the purpose of these Conditions:
(a) Third Party means any central bank, government, government department or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, authority, court, trade agency, association, institution or professional or environmental body in any relevant jurisdiction, including, for the avoidance of doubt, the Panel; and
(b) a Third Party shall be regarded as having "intervened" if it
has given notice to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference or
made, proposed or enacted any statute, regulation, decision or
order or taken any measures or other steps or required any action
to be taken or information to be provided or otherwise having done
anything and "intervene" shall be construed accordingly.
Part B. Certain further terms of the Scheme and the
Acquisition
1. Conditions 2 to 9 (inclusive) must be fulfilled, be
determined by the Bidcos to be or remain satisfied or (if capable
of waiver) be waived prior to the commencement of the Scheme Court
Hearing, failing which the Scheme will lapse.
2. Notwithstanding the paragraph above, subject to paragraph (4)
below and subject to the requirements of the Panel, the Bidcos
reserve the right in their sole discretion to waive all or any of
Conditions 2 to 9 (inclusive), in whole or in part and to proceed
with the Scheme Court Hearing prior to the fulfilment, satisfaction
or waiver of any of the Conditions 2 to 9 (inclusive).
3. The Bidcos shall be under no obligation under the terms and
Conditions of the Acquisition to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of
Conditions 2 to 9 (inclusive) by a date earlier than the latest
date specified in paragraph 1 above, notwithstanding that the other
Conditions may at such earlier date have been waived or fulfilled
and that there are, at such earlier date, no circumstances
indicating that any Condition may not be capable of fulfilment.
4. Subject to the consent of the Panel, the Bidcos reserve the
right in their sole discretion to waive (if capable of waiver)
paragraph (c) of Condition 1 relating to the approval of the
Independent Taliesin Shareholders of the IM Transaction.
5. The Bidcos reserve the right to elect to implement the
Acquisition by way of a takeover offer (as defined in Article 116
of the Companies Law), subject to the Panel's consent and (while
the Cooperation Agreement is continuing) to the terms of the
Cooperation Agreement. In such event, such Offer will be
implemented on the same terms and conditions (subject to
appropriate amendments, including (without limitation and for so
long as the Cooperation Agreement is continuing) an acceptance
condition set at 75 per cent. of the shares to which the Offer
relates (or such lesser percentage, as the Bidcos may decide with
the consent of the Panel) so far as applicable, as those which
would apply to the Scheme.
6. Under Rule 13.5(a) of the Code, the Bidcos may not invoke a
Condition so as to cause the Acquisition not to proceed, to lapse
or to be withdrawn unless the circumstances which give rise to the
right to invoke the Condition are of material significance to the
Bidcos in the context of the Acquisition. The Conditions contained
in paragraph 1 above and, if applicable, any acceptance condition
if the Offer is implemented by means of a takeover offer, are not
subject to this provision of the Code.
7. If the Panel requires the Bidcos to make an offer for
Taliesin Shares under the provisions of Rule 9 of the Code, the
Bidcos may make such alterations to the Conditions as are necessary
to comply with the provisions of that Rule.
8. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this
Appendix 1 and those terms which will be set out in the Scheme
Document and such further terms as may be required to comply with
the provisions of the AIM Rules and the provisions of the Code.
9. The Bidcos may not invoke any of the Conditions, other than
the Conditions set out in paragraph 2 to 4 (inclusive) of Part A of
this Appendix 1, as a result of: (A) any failure by the Bidcos or
Taliesin to (i) make any filing or application to any relevant
Regulatory Authority; (ii) obtain any authorization, order,
recognition, grant, consent, licence, confirmation, clearance,
permission or approval from any Regulatory Authority; or (iii)
comply with any statutory or regulatory obligation in any
jurisdiction, in each case in respect of the Acquisition or its
implementation; or (B) any Regulatory Authority having decided to
take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference or having enacted, made
or proposed any statute, regulation, decision or order, or having
taken any other step under the laws of any jurisdiction in respect
of the Acquisition, or any waiting or other applicable time period
for any of the foregoing not having expired; or (C) any effects of
or facts, matters, events or circumstances arising directly as a
result of any of the foregoing.
10. Taliesin Shares will be acquired by the Bidcos fully paid
and free from all liens, equitable interests, charges, encumbrances
and other third party rights of any nature whatsoever and together
with all rights attaching to them, including the right to receive
and retain all dividends and distributions (if any) declared, made
or paid after the date of this Announcement. If after the date of
this Announcement and prior to the Effective Date, any dividend
and/or other distribution and/or other return of value is declared,
made or paid in respect of Taliesin Shares, the Bidcos shall be
entitled to reduce the amount of consideration payable for such
Taliesin Shares under the terms of the Acquisition by an amount
equivalent to such dividend, other distribution or return of value.
If any such dividend and/or other distribution and/or other return
of capital occurs, any reference to this Announcement to the Offer
Price shall be deemed to be a reference to the Offer Price as so
reduced.
11. This Announcement and any rights or liabilities arising
hereunder, the Acquisition, the Scheme, and any proxies will be
governed by Jersey law and be subject to the jurisdiction of the
Courts. The Scheme will be subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange, the AIM Rules,
the FCA and the Registrar of Companies.
Each of the Conditions shall be regarded as a separate Condition
and shall not be limited by reference to any other Condition.
Appendix 2
Bases and Sources
1. The offer value of approximately EUR260 million is based on:
a. A value of EUR51 per Taliesin Share
b. 5,099,993 Taliesin Shares in issue on 19 December 2017 (being
the last business day before the date of this Announcement)
2. Unless otherwise stated, all prices and closing prices for
the Taliesin Shares are closing middle market prices derived from
the London Stock Exchange Daily Official List
3. The financial information relating to Taliesin is extracted
(without adjustment) from the unaudited financial statements of
Taliesin for the period to 30 June 2017 prepared in accordance with
IFRS
4. The volume-weighted average prices are derived from Bloomberg
data and based on the volume-weighted intra-day volume-weighted
average price, calculated using Taliesin's historical trading in
pounds sterling
5. Unless otherwise stated, the exchange rate used to convert
between pounds sterling and euros is GBP1.00:EUR1.1295 being the
Bloomberg price at 5pm GMT on 19 December 2017 (being the last
business day before the date of this Announcement)
6. The premium calculations to the price per Taliesin Share have
been calculated by reference to:
a. the closing price of EUR46.31 per Taliesin Share on 19
December 2017 (being the last business day before the date of this
Announcement);
b. the volume-weighted average price of EUR44.15 per Taliesin
Share for the three-month period ended 19 December 2017 (being the
last business day before the date of this Announcement);
c. the volume-weighted average price of EUR42.58 per Taliesin
Share for the twelve-month period ended 19 December 2017 (being the
last business day before the date of this Announcement); and
d. the last reported Adjusted NAV as at 30 June 2017 of EUR44.14 per Taliesin Share
Appendix 3
Details of Irrevocable Undertakings
Taliesin Director undertakings
The following Taliesin Directors, who hold Taliesin Shares have
given irrevocable undertakings to vote in favour of the Scheme at
the Court Meeting and the resolutions to be proposed at the General
Meeting in relation to the following Taliesin Shares:
Name Number of Taliesin Shares Percentage of Taliesin Shares
Mark Smith(1) 124,720 2.4
Nigel Le Quesne 5,200 0.1
(1) The irrevocable undertaking from Mark Smith is in respect of
himself and certain of his connected persons and does not extend to
voting in favour of the Resolution to approve the IM
Transaction
Taliesin Shareholder undertakings
The following Taliesin Shareholders have given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting in
relation to the following Taliesin Shares:
Name Number of Taliesin Shares Percentage of Taliesin Shares
Taliesin Management Limited ("TML")(2) 680,897 13.4
Seumas Dawes 621,595 12.2
JJ Investment Management Limited ("JJIM")(2) 473,584 9.3
Georges Saier 236,900 4.6
Michael and Felicity Milbourn(3) 210,160 4.1
Julian Adams(4) 189,500 3.7
Paul Luke(2) 97,980 1.9
(2) The irrevocable undertakings from TML, JJIM and Paul Luke do
not extend to voting in favour of the Resolution to approve the IM
Transaction
(3) The irrevocable undertakings from Michael and Felicity
Milbourn would also cover a further 1,750 Taliesin Shares in the
event that such Taliesin Shares are not sold prior to the Court
Meeting
(4) The irrevocable undertaking from Julian Adams is in respect
of himself and certain of his connected persons
The undertakings from the Taliesin Directors and the Taliesin
Shareholders named above will cease to be binding only if (i) the
Panel consents to the Bidcos not proceeding with the Acquisition;
(ii) the Scheme Document is not dispatched to Taliesin Shareholders
within 28 days (or such longer period as may be agreed between
Taliesin and the Panel) of this Announcement; or (iii) the Scheme
or Offer lapses or is withdrawn and no new, revised or replacement
Scheme or Offer is announced in accordance with Rule 2.7 of the
Code, in its place or is announced, in accordance with Rule 2.7 of
the Code, at the same time. The undertakings will remain binding in
the event that a higher competing offer for Taliesin is made.
Appendix 4
Definitions
The following definitions apply throughout this Announcement
unless the context requires otherwise.
"EUR", "EUR" or "Euros" the lawful currency of
the European Union
"Acquisition" the direct or indirect
acquisition of the entire
issued ordinary share capital
of Taliesin by the Bidcos
(other than Taliesin Shares
already held by the Bidcos,
if any) to be implemented
by way of the Scheme or
by way of the Offer
"Adjusted NAV" the IFRS NAV excluding
gross deferred tax liabilities
"AIM" the market of that name
operated by the London
Stock Exchange
"AIM Rules" the rules and regulations
made by the London Stock
Exchange applicable to
companies listed on AIM
and dated 3 July 2016 (as
amended from time to time)
"Announcement" this announcement made
pursuant to Rule 2.7 of
the Code
"Articles" the articles of association
of Taliesin from time to
time
"Bidco Group" the Bidcos, their subsidiaries
and their subsidiary undertakings
from time to time
"Bidco 1" Wren Bidco Limited, a company
incorporated in Jersey
"Bidco 2" Canary Bidco Limited, a
company incorporated in
Jersey
"Blackstone Funds" (i) Blackstone Property
Partners Europe L.P.; and
(ii) Blackstone Property
Partners Europe F L.P.;
and
(iii) Blackstone Property
Partners International
- A II AIV L.P.
"Blackstone" The Blackstone Group L.P.,
together with its affiliates,
as the context may require
"business day" any day (excluding any
Saturday or Sunday or any
public holiday) on which
banks in the City of London
and Jersey are generally
open for business
"Code" the City Code on Takeovers
and Mergers
"Companies Law" Companies (Jersey) Law
1991, as amended
"Conditions" the conditions to the implementation
of the Acquisition (including
the Scheme) as set out
in Appendix 1 to this Announcement
and to be set out in the
Scheme Document
"Confidentiality the confidentiality agreement
Agreement" entered into between The
Blackstone Group International
LLP, on behalf of the Bidcos,
and Taliesin dated 18 May
2017, a summary of which
is set out in paragraph
14 of this Announcement
"Cooperation Agreement" the agreement entered into
between the Bidcos and
Taliesin dated 20 December
2017, a summary of which
is set out in paragraph
14 of this Announcement
"Court Meeting" means the meeting or meetings
of holders of Scheme Shares
which are in issue at the
Scheme Voting Record Time
or of any class or classes
thereof to be convened
by order of the Court to
consider and, if thought
fit, to approve the Scheme
(with or without amendment)
and any adjournment thereof
"Court" means the Royal Court of
Jersey
"CREST" the operator's system (as
defined in the Companies
(Uncertificated Securities)
(Jersey) Order 1999) in
respect of which Euroclear
UK & Ireland Limited is
the authorised operator
(as defined in such Order)
in accordance with which
securities may be held
and transferred in uncertificated
form
"Daily Official List" the daily official list
of the London Stock Exchange
"Dealing Disclosure" an announcement pursuant
to Rule 8 of the Code containing
details of dealings in
interests in relevant securities
of a party to an offer
"Disclosed" (a) information disclosed
by, or on behalf of, Taliesin:
(i) in Taliesin's annual
report and accounts for
the year ended 31 December
2016 or in its half- yearly
report for the six months
ended 30 June 2017; or
(ii) in this Announcement;
or (b) fairly disclosed
prior to the date of this
Announcement by or on behalf
of Taliesin to the Bidcos
(or its respective officers,
employees, agents or advisers
in their capacity as such);
(c) or (d) as otherwise
publicly announced by Taliesin
prior to the date of this
Announcement (by the delivery
of an announcement to Regulatory
Information Service)
"Effective Date" the date upon which the
Acquisition becomes Effective
"Effective" (a) if the Acquisition
is implemented by way of
the Scheme, means the Scheme
having become effective
pursuant to its terms;
or
(b) if the Acquisition
is implemented by way of
an Offer, means the Offer
having been declared or
become unconditional in
all respects in accordance
with the requirements of
the Code
"FCA" the Financial Conduct Authority
"Forms of Proxy" the forms of proxy in connection
with each of the Court
Meeting and the General
Meeting, which shall accompany
the Scheme Document
"General Meeting" the general meeting of
Taliesin Shareholders to
be convened to consider
and, if thought fit, to
approve the Resolutions
(with or without amendment)
and any adjournment thereof
"IFRS" International Financial
Reporting Standards
"IM Transaction" the acquisition of each
of Taliesin Management
Limited and JJ Investment
Management Limited by the
Bidcos pursuant to a share
purchase agreement entered
into between the Bidcos,
Mark Smith and certain
other sellers
"Independent Taliesin the Taliesin Shareholders
Shareholders" excluding the Investment
Managers, Mark Smith (and
his connected persons)
and Paul Luke
"Independent Voting the issued share capital
Share Capital" of Taliesin held by Independent
Taliesin Shareholders
"Lazard" Lazard & Co., Limited
"London Stock Exchange" London Stock Exchange plc,
together with any successor
thereto
"Offer Price" 51 Euros for each Scheme
Share
"Offer" if (subject to the consent
of the Panel) the Bidcos
elect to effect the Acquisition
by way of a takeover offer,
the offer to be made by
or on behalf of the Bidcos
to acquire the issued and
to be issued ordinary share
capital of Taliesin on
the terms and subject to
the conditions set out
in the related offer document
"Panel" the Panel on Takeovers
and Mergers
"Registrar of Companies" the Registrar of Companies
in Jersey
"Regulatory Authority" any central bank, ministry,
governmental, quasigovernmental
(including the European
Union), supranational,
statutory, regulatory or
investigative body or authority
(including any national
or supranational antitrust
or merger control authority,
any sectoral ministry or
regulator and any foreign
investment review body),
national, state, municipal
or local government (including
any subdivision, court,
administrative agency or
commission or other authority
thereof), any entity owned
or controlled by them,
any private body exercising
any regulatory, taxing,
importing or other authority,
trade agency, association,
institution or professional
or environmental body in
any jurisdiction
"Regulatory Condition" the anti-trust Condition
set out in paragraph 2
of Appendix 1
"Regulatory Information any information service
Service" authorised from time to
time by the FCA for the
purpose of disseminating
regulatory announcements
"Resolutions" the resolution(s) to be
proposed at the General
Meeting necessary to implement
the Scheme, including,
amongst other things, (i)
an ordinary resolution
to approve the IM Transaction
and (ii) a resolution to
amend the Articles by the
adoption and inclusion
of a new article under
which any Taliesin Shares
issued or transferred after
the General Meeting shall
either be subject to the
Scheme or (after the Effective
Date) shall be immediately
transferred to the Bidcos
(or as they may direct)
in exchange for the same
consideration as is due
under the Scheme
"Restricted Jurisdictions" any jurisdiction where
local laws or regulations
may result in a significant
risk of civil, regulatory
or criminal exposure if
information concerning
the Acquisition is sent
or made available to Taliesin
Shareholders in that jurisdiction
"Rothschild" N. M. Rothschild & Sons
Limited
"Scheme" the scheme of arrangement
proposed to be made under
Article 125 of the Companies
Law between Taliesin and
the Scheme Shareholders,
the terms of which are
to be set out in the Scheme
Document, with or subject
to any modification, addition
or condition approved or
imposed by the Court and
agreed to by Taliesin and
the Bidcos
"Scheme Court Hearing" the hearing of the Court
to sanction the Scheme
under Article 125 of the
Companies Law
"Scheme Court Order" the order of the Court
sanctioning the Scheme
under Article 125 of the
Companies Law
"Scheme Document" the document to be sent
to (among others) Taliesin
Shareholders containing
and setting out, among
other things, the full
terms and conditions of
the Scheme, the explanatory
statement required by Article
125 of the Companies Law
and containing the notices
convening the Court Meeting
and General Meeting
"Scheme Record Time" the time and date specified
in the Scheme Document,
expected to be 6.00 p.m.
on the Business Day immediately
prior to the Effective
Date
"Scheme Shareholders" registered holders of Scheme
Shares
"Scheme Shares" (i) the existing Taliesin
Shares in issue as at the
date of the Scheme Document;
(ii) any Taliesin Shares
issued after the date of
the Scheme Document and
prior to the Scheme Voting
Record Time; and
(iii) any Taliesin Shares
issued on or after the
Scheme Voting Record Time
but before the Scheme Record
Time, either on terms that
the original or any subsequent
holders thereof shall be
bound by the Scheme or
in respect of which the
holders thereof shall have
agreed in writing to be
bound by the Scheme
"Scheme Voting Record the time and date specified
Time" as such in the Scheme Document
by reference to which entitlement
to vote at the Court Meeting
will be determined, which
is expected to be 6.00
pm on the day which is
two days before the date
of the Court Meeting (or
any adjournment thereof)
"Sophia Transaction" the acquisition of Sophia
Holdings Limited by the
Bidcos pursuant to a share
purchase agreement entered
into between the Bidcos
and JTC Trustees Limited
"Substantial Interest" a direct or indirect interest
in 20 per cent. or more
of the voting equity share
capital of an undertaking
"United States of the United States of America,
America", "United its territories and possessions,
States" or "US" any state of the United
States and the District
of Columbia
"US Exchange Act" the United States Securities
Exchange Act of 1934 and
the rules and regulations
promulgated thereunder
(as amended)
"US Holders" holders of Taliesin Shares
ordinarily resident in
the US or with a registered
address in the US, and
any custodian, nominee
or trustee holding Taliesin
Shares for persons in the
US or with a registered
address in the US
"Wider Bidco Group" the Bidcos and their respective
subsidiaries, subsidiary
undertakings and associated
undertakings, and any other
undertaking (including
any joint venture, partnership,
firm or company) in which
any Bidco and/or such undertakings
(aggregating their interests)
have a Substantial Interest
"Wider Taliesin Group" Taliesin and its subsidiaries,
subsidiary undertakings
and associated undertakings
and any other undertaking
(including any joint venture,
partnership, firm or company)
in which Taliesin and/or
such undertakings (aggregating
their interests) have a
Substantial Interest
"Taliesin Directors" the directors of Taliesin
"Taliesin Group" Taliesin and its subsidiary
undertakings
"Taliesin Shareholders" the registered holders
of Taliesin Shares from
time to time
"Taliesin Shares" ordinary shares of no par
value in the capital of
Taliesin
"Taliesin" Taliesin Property Fund
Limited
"ZDP Shares" zero dividend preference
shares of no par value
in the capital of Taliesin
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking", "associated undertaking" and "equity
share capital" have the meanings given by the UK Companies Act
2006.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this Announcement. All
references to time in this Announcement are to London time unless
otherwise stated.
A reference to "includes" shall mean "includes without
limitation", and references to "including" and any other similar
term shall be construed accordingly.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQPGGUUPUPMUMU
(END) Dow Jones Newswires
December 20, 2017 02:03 ET (07:03 GMT)
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