Cairn Homes plc Proposed Acquisition of Stillorgan Site (5495Y)
10 September 2020 - 4:05PM
UK Regulatory
TIDMCRN
RNS Number : 5495Y
Cairn Homes plc
10 September 2020
Cairn Homes plc
Related Party Transaction: Proposed Acquisition of Stillorgan
Site
Dublin / London, 10 September 2020: Cairn Homes plc ("Cairn",
the "Company" or the "Group"), the leading Irish homebuilding
company, today announces that it has entered into a conditional
agreement to acquire the former Esmonde Motors Garage premises and
adjoining land located at Stillorgan Road and the Hill, Stillorgan,
Co. Dublin (the "Stillorgan Site") from The Emerald Fund ICAV for
an overall cash consideration amount of EUR14,000,000 (excluding
VAT) (the "Transaction"). The consideration will be payable in two
tranches (i) 50% at completion and (ii) 50% shall be payable on 1
July 2021 or such earlier date that the Group determines in its
sole discretion. The Transaction is conditional upon shareholder
approval as set out in further detail below.
The Stillorgan Site
The Stillorgan Site comprises 1.35 acres of derelict brownfield.
It is a strategic fit with the Group's existing landbank and in
particular Cairn's adjoining development site in Stillorgan, the
Blakes Site, which was acquired by the Group as part of the Project
Clear loan portfolio acquisition from Ulster Bank in 2016. Given
the complementary location, the Board believes that the Transaction
presents an opportunity to generate further value for shareholders
by combining the two sites which are underpinned by strong
development fundamentals in an established and sought-after South
Dublin residential suburb in close proximity to Dublin City Centre.
The enlarged site will provide construction related economies of
scale and enable the Company to deliver cost synergies by spreading
fixed development costs across both sites which is expected to be
accretive to margins and will increase expected returns for
shareholders over and above the development of the Blakes Site
alone. As such, the Group anticipates that the Transaction will be
value accretive for shareholders.
Related Party Transaction
The seller is The Emerald Fund ICAV (acting on behalf of the
Emerald Opportunity Investment Fund) ("Emerald"). Alan McIntosh, a
co-founder, non-executive Director and shareholder of Cairn, and
his spouse are the beneficiaries of a discretionary trust that is
the ultimate owner of Emerald and as such Alan McIntosh is
considered a related party under the Listing Rules. This
Transaction is deemed to be a smaller "related party transaction"
within the meaning of Listing Rule 11.1.15, and the Company's
sponsor, Goodbody Stockbrokers UC, has provided written
confirmation to the Board of the Company that it considers the
terms of the Transaction to be fair and reasonable as far as the
shareholders of the Company are concerned.
Extraordinary General Meeting
Furthermore, Section 238 of the Companies Act 2014 requires that
the Transaction be conditional upon approval by shareholders at an
Extraordinary General Meeting ("EGM"). The Company will shortly be
issuing a circular to shareholders which will set out further
details of the proposed terms of the Transaction and explain why
the Board (other than Alan McIntosh, who as a related party has
recused himself from any such considerations) believes the
Transaction to be in the best interests of the Company's
shareholders as a whole and will recommend that shareholders vote
in favour of the resolution to be proposed to approve the
Transaction at the EGM on 12 October 2020.
-ENDS-
For further information, contact:
Cairn Homes plc
+353 1 696 4600
Michael Stanley, Co-Founder and Chief Executive Officer
Shane Doherty, Chief Financial Officer
Declan Murray, Head of Investor Relations
Tara Grimley, Company Secretary
Drury Communications
+353 1 260 5000
Billy Murphy
Louise Walsh
Finsbury
+44 207 251 3801
Gordon Simpson
Charles O'Brien
Notes to Editors
Cairn Homes plc ("Cairn") is the leading Irish homebuilder
committed to building high quality, competitively priced,
sustainable new homes in great locations. At Cairn, the homeowner
is at the very centre of the design process and we strive to
provide an unparalleled customer service throughout each stage of
the home-buying journey. A new Cairn home is thoughtfully designed
and built to last with a focus on creating shared spaces and
environments where communities prosper. Cairn owns a c. 17,000 unit
land bank across 35 residential development sites, over 90% of
which are located in the Greater Dublin Area ("GDA") with excellent
public transport and infrastructure links. Cairn is today building
on 15 sites in the GDA, which will deliver over 6,750 new
homes.
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