TIDM0KEH TIDMHSV
RNS Number : 1188L
Brookfield Asset Management Inc
28 December 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
28 December 2022
Disclosure under Rule 26 in respect of
RECOMMED CASH OFFER
for
HOMESERVE PLC
by
HESTIA BIDCO LIMITED
(an indirect subsidiary of funds advised or managed by
affiliates of Brookfield Infrastructure Partners L.P.)
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006
On 19 May 2022, the boards of directors of HomeServe plc ("
HomeServe ") and Hestia Bidco Limited (" Bidco ") (an indirect
subsidiary of funds advised or managed by affiliates of Brookfield
Infrastructure Partners L.P. (" Brookfield ")) announced that they
had agreed the terms of a recommended cash offer pursuant to which
Bidco will acquire the entire issued and to be issued share capital
of HomeServe (the " Acquisition "), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the " Scheme "). The circular in relation to
the Scheme (the " Scheme Document ") was published on 16 June
2022.
On 21 December 2022, HomeServe announced that the High Court of
Justice in England and Wales had sanctioned the Scheme at the
Scheme Court Hearing held on 21 December 2022.
In accordance with Rule 26 of the City Code on Takeovers and
Mergers (the " Code "), Bidco is today announcing that the website
of Bidco has been updated to include certain financing documents,
including the:
i. senior bridge facilities agreement as between among others,
Bidco, the Agent, and the Security Agent;
ii. intercreditor agreement, among others, Bidco, the Agent, the
Security Agent and the Original Lenders;
iii. floating charge security agreement to be entered into by Bidco and the Security Agent;
iv. certificate of Bidco certifying and confirming various
matters relating to the senior bridge facilities agreement; and
v. closing certificate provided by Bidco to the Agent in
connection with the senior bridge facilities agreement
(the " Finance Documents ").
Copies of the Finance Documents are now available on Bidco's
website at http://www.hestia-offer.com/ .
Capitalised terms used but not defined in this announcement (the
" Announcement ") have the meanings given to them in the Scheme
Document. All references in this Announcement to times are to
London time unless otherwise stated.
Enquiries:
HomeServe
Miriam McKay - Group Communications and
IR Director +44 (0) 7795 062564
J.P. Morgan Cazenove (Financial Adviser
and Corporate Broker to HomeServe)
Richard Walsh
Carsten Woehrn
James Robinson
Gerard Breen +44 (0) 20 7742 4000
UBS (Financial Adviser and Corporate
Broker to HomeServe)
Craig Calvert
James Donovan
David Sissons
Romine Hakme +44 (0) 20 7567 8000
Goldman Sachs International (Financial
Adviser to HomeServe)
Anthony Gutman
Chris Emmerson
Sara Hanlon
Mitul Patel +44 (0) 20 7774 1000
Tulchan Group (PR Adviser to HomeServe)
Martin Robinson
Lisa Jarrett-Kerr +44 (0) 20 7353 4200
Bidco and Brookfield
Investor Enquiries
Kate White +1 416 956 5183
Media Enquiries
Simon Maine +44 (0) 7389 909278
Deutsche Bank AG, London Branch (Lead
Financial Adviser to Bidco)
Abid Chaudhri
Stephen Paine
Basile Benoit +44 (0) 20 7545 8000
BofA Securities is also acting as financial adviser to
Bidco.
Slaughter and May are retained as legal adviser to HomeServe.
Linklaters LLP and White & Case LLP are retained as legal
advisers to Brookfield and Bidco.
Bank of America Europe Designated Activity Company, Deutsche
Bank AG, London Branch, MUFG Bank, Ltd. and Royal Bank of Canada
are acting as mandated lead arrangers and bookrunners in connection
with the Interim Facilities Agreement.
Important notice
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document) which, together with the Forms
of Proxy, shall contain the full terms and Conditions of the
Acquisition.
This Announcement has been prepared for the purpose of complying
with English and Welsh law 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 England and Wales.
This Announcement does not constitute a prospectus or
prospectus-equivalent document.
Disclaimers
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove (" J.P. Morgan Cazenove
"), is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Prudential Regulation Authority and the Financial Conduct
Authority. J.P. Morgan Cazenove is acting as financial adviser for
HomeServe and no one else in connection with the Acquisition and
will not regard any other person as its client in relation to the
Acquisition and will not be responsible to anyone other than
HomeServe for providing the protections afforded to clients of J.P.
Morgan Cazenove or its affiliates, nor for providing advice in
relation to the Acquisition or any matter or arrangement referred
to herein.
UBS AG London Branch (" UBS " or " UBS Investment Bank ") is
authorised and regulated by the Financial Market Supervisory
Authority in Switzerland. It is authorised by the Prudential
Regulation Authority and subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting as
financial adviser and corporate broker to HomeServe and no one else
in connection with the matters set out in this Announcement. In
connection with such matters, UBS, its affiliates, and its or their
respective directors, officers, employees and agents will not
regard any other person as its client, nor will it be responsible
to any other person for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement or any other matter referred to herein.
Goldman Sachs International (" Goldman Sachs "), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for
HomeServe and no one else in connection with the matters referred
to in this Announcement and will not be responsible to anyone other
than HomeServe for providing the protections afforded to clients of
Goldman Sachs or for providing advice in connection with the
matters referred to in this Announcement. Neither Goldman Sachs 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 Goldman Sachs in connection with the matters
referred to in this Announcement.
In accordance with the Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, each of J.P.
Morgan Cazenove, UBS and Goldman Sachs and their respective
affiliates will continue to act as exempt principal trader in
HomeServe securities on the London Stock Exchange. These purchases
and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information
is made public in the United Kingdom.
Deutsche Bank AG is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank AG is authorised under German banking law. The London
branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the UK, Deutsche
Bank AG is authorised by the Prudential Regulation Authority with
deemed variation of permission. It is subject to regulation by the
FCA and limited regulation by the Prudential Regulation Authority.
Details about the Temporary Permissions Regime, which allows
EEA-based firms to operate in the UK for a limited period while
seeking full authorisation, are available on the FCA's website.
Deutsche Bank AG, London Branch (" Deutsche Bank ") is acting
exclusively as financial adviser to Bidco and no one else in
connection with the matters described in this Announcement and will
not be responsible to anyone other than Bidco for providing the
protections afforded to clients of Deutsche Bank nor for providing
advice in connection with the subject matter of this Announcement
or any other matter referred to in this Announcement.
Merrill Lynch International (" BofA Securities "), a subsidiary
of Bank of America Corporation, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Bidco in connection with the matters set out in
this Announcement and for no one else and will not be responsible
to anyone other than Bidco for providing the protections afforded
to its clients or for providing advice in relation to the subject
matter of this Announcement or any other matters referred to in
this Announcement. Neither BofA Securities, 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 BofA Securities in connection with this Announcement, any
statement contained herein or otherwise.
No person has been authorised to give any information or make
any representations other than those contained in this Announcement
and, if given or made, such information or representations must not
be relied upon as having been authorised by HomeServe, the
HomeServe Directors, Bidco, the Bidco Directors, Brookfield or by
J.P. Morgan Cazenove, UBS, Goldman Sachs, Deutsche Bank or BofA
Securities or any other person involved in the Acquisition. Neither
the publication of this Announcement nor holding the Meetings, the
Scheme Court Hearing, or filing the Court Order shall, under any
circumstances, create any implication that there has been no change
in the affairs of the HomeServe Group or the Bidco Group since the
date of this Announcement or that the information in, or
incorporated into, this Announcement is correct as at any time
subsequent to its date.
Overseas Shareholders
This Announcement has been prepared for the purposes of
complying with English and Welsh law, the Takeover Code, the Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules
and the Listing Rules 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 England and Wales.
The availability of the Acquisition to HomeServe Shareholders
who are not resident in and citizens of the United Kingdom 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 United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. 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. Further details in
relation to overseas shareholders are contained in the Scheme
Document.
Unless otherwise determined by Bidco or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction. Copies of this Announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. If the Acquisition is implemented (with the consent
of the Panel and subject to and in accordance with the terms of the
Cooperation Agreement) by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may
not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The Acquisition shall be subject to, among other things, the
applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange and the FCA.
Additional Information for US investors
The Acquisition relates to shares in a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. US HomeServe Shareholders should
note that the Scheme relates to the shares of a UK company and will
be governed by the laws of England and Wales. Neither the proxy
solicitation rules nor the tender offer rules under the US Exchange
Act will apply to the Acquisition or the Scheme. Moreover, the
Acquisition and the Scheme are subject to the disclosure
requirements and practices applicable in England to schemes of
arrangement, which differ from the disclosure requirements of the
proxy solicitation rules and tender offer rules under the US
Exchange Act.
The financial information included in this Announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom and may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US.
However, if, in the future, Bidco were to elect (with the
consent of the Panel and subject to and in accordance with the
terms of the Cooperation Agreement) to implement the Acquisition by
means of a Takeover Offer and determines to extend such Takeover
Offer into the US, such Takeover Offer would be made in compliance
with all applicable US laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E. Such a Takeover
Offer would be made in the US by Bidco and no one else.
Neither the SEC nor any securities commission of any state of
the US nor any other US regulatory authority has approved the
Acquisition, passed upon the fairness of the Acquisition or passed
upon the adequacy or accuracy of this Announcement. Any
representation to the contrary is a criminal offence in the US.
In accordance with the Takeover Code and normal UK practice, and
pursuant to Rule 14e-5(b) of the US Exchange Act (if applicable),
(a) Bidco or its nominees, or its brokers (acting as agents), may
from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of HomeServe outside of the
US, other than pursuant to the Acquisition, until the date on which
the Acquisition and/or Scheme becomes effective, lapses or is
otherwise withdrawn; and (b) J.P. Morgan Cazenove, UBS and Goldman
Sachs and their affiliates will continue to act as exempt principal
traders in HomeServe securities on the London Stock Exchange. If
purchases or arrangements to purchase were to be made as
contemplated by clause (a) of this paragraph, they would occur
either in the open market at prevailing prices or in private
transactions at negotiated prices, and comply with applicable law,
including the US Exchange Act. Any information about such purchases
or arrangements to purchase would be disclosed as required in the
UK, would be reported to a Regulatory Information Service and would
be made available on the London Stock Exchange website at
http://www.londonstockexchange.com/ . Purchases contemplated by
clause (b) of this paragraph that are required to be made public in
the United Kingdom pursuant to the Takeover Code would be reported
to a Regulatory Information Service and would be made available on
the London Stock Exchange website at
http://www.londonstockexchange.com/ . Information would also be
publicly disclosed in the US to the extent that such information is
made public in the United Kingdom.
The receipt of cash consideration by a US HomeServe Shareholder
for the transfer of its HomeServe Shares pursuant to the
Acquisition will likely be a taxable transaction for US federal
income tax purposes and may also be a taxable transaction under
applicable state and local tax laws in the US, as well as foreign
and other tax laws. Each US HomeServe Shareholder is urged to
consult their independent professional tax adviser immediately
regarding the tax consequences of the Acquisition applicable to
them, including under applicable US state and local, as well as
overseas and other, tax laws.
It may be difficult for US HomeServe Shareholders to enforce
their rights and any claim arising out of US federal securities
laws, since HomeServe and Bidco are each located in a non-US
jurisdiction, and some or all of its officers and directors may be
residents of non-US jurisdictions. US HomeServe Shareholders 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.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by HomeServe, any
member of the HomeServe Group, Bidco, the Wider Bidco Group or
Brookfield contain statements which are, or may be deemed to be,
"forward-looking statements". Such forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions
regarding the business strategies and the environment in which
HomeServe, any member of the HomeServe Group, Bidco, the Wider
Bidco Group or Brookfield shall operate in the future and are
subject to risks and uncertainties that could cause actual results
to differ materially from those expressed or implied by those
statements.
The forward-looking statements contained in this Announcement
may relate to HomeServe, any member of the HomeServe Group, Bidco,
or any member of the Wider Bidco Group or the Combined Group's
future prospects, developments and business strategies, the
expected timing and scope of the Acquisition and all other
statements in this Announcement other than statements of historical
facts. In some cases, these forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms "believes", "estimates", "will look to", "would look to",
"plans", "prepares", "anticipates", "expects", "is expected to",
"is subject to", "budget", "scheduled", "forecasts", "synergy",
"strategy", "goal", "cost-saving", "projects" "intends", "may",
"will", "shall" or "should" or, in each case, their negative or
other variations or other similar or comparable words and
expressions. Forward-looking statements may include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Bidco, the Wider Bidco Group or HomeServe's
operations and potential synergies resulting from the Acquisition;
and (iii) the effects of global economic conditions and
governmental regulation on Bidco, the Wider Bidco Group or
HomeServe's business.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in the global, political, economic,
business, competitive, market and regulatory forces, future
exchange and interest rates, changes in tax rates, future business
combinations or disposals, and any epidemic, pandemic or disease
outbreak. If any one or more of these risks or uncertainties
materialises or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors.
Neither HomeServe, nor Bidco, nor any member of the Wider Bidco
Group or the HomeServe Group 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
shall actually occur. Given these risks and uncertainties,
potential investors should not place any reliance on forward
looking statements.
Specifically, statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature
involve, risks, uncertainties and contingencies. As a result, the
cost savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. As a result, and given
the fact that the changes relate to the future, the resulting cost
synergies may be materially greater or less than those
estimated.
The forward-looking statements speak only at the date of this
Announcement. All subsequent oral or written forward-looking
statements attributable to HomeServe, Bidco or any member of the
Wider Bidco Group or HomeServe Group, or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above.
HomeServe, the HomeServe Group, Bidco and the Wider Bidco Group
expressly disclaim any obligation to update such statements other
than as required by law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
for HomeServe or Bidco, as appropriate, for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for HomeServe or Bidco, as
appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 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 p.m. on the 10th business day following
the commencement of the offer period and, if appropriate, by no
later than 3.30 p.m. 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 Takeover Code, any person who is, or
becomes, interested in 1 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 p.m. 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 http://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.
Publication on a website
This Announcement and the documents required to be published
pursuant to Rule 26.3 of the Takeover Code, shall be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Bidco's website at
http://www.hestia-offer.com/ . For the avoidance of doubt, the
content of this website is not incorporated into and does not form
part of this Announcement.
Right to request hard copies
In accordance with Rule 30.3 of the Takeover Code, HomeServe
Shareholders, persons with information rights and participants in
the HomeServe Share Plans may request a hard copy of this
Announcement, the Scheme Document or information incorporated into
the Scheme Document by reference to another source, free of charge,
by contacting HomeServe's Registrar, Computershare, either in
writing to The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or by
calling the Shareholder Helpline on 0370 707 1053 from the United
Kingdom or +44 370 707 1053 from overseas, stating their name and
the address to which the hard copy should be sent. For persons who
have elected to receive documents in electronic form or via a
website notification, a hard copy of any such information will not
be sent to you unless you so request it. You may also request that
all future documents, announcements and information 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 HomeServe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from HomeServe may be provided to Bidco and/or their
respective advisers during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule
2.11(c) of the Takeover Code.
-Ends -
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END
OUPFLFFRFDLTFIF
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