TIDMGWI TIDMO5G TIDMIRSH
RNS Number : 2914E
Globalworth Real Estate Inv Ltd
06 July 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
6 July 2021
Globalworth Real Estate Investments Limited ("Globalworth" or
the "Company")
Offer Update
The Independent Committee of the Globalworth Board advises
shareholders that CPI Property Group S.A. ("CPI") and Aroundtown SA
("Aroundtown" and, together with CPI, the "Consortium") yesterday
evening notified Globalworth of a series of transactions in respect
of their existing holdings which have resulted in Zakiono
Enterprises Limited ("Zakiono", an entity indirectly owned by the
Consortium) holding a total of 51.50% of the shares in the Company.
Zakiono now itself holds sufficient voting rights to exert
statutory control over the Company, including in due course the
ability to appoint and remove directors from the board.
The Independent Committee is considering the implications of the
change of control for the Company and for minority shareholder
rights and protections.
As set out in the response circular published by the Company on
26 May 2021 (the "Response Circular") the change of control will
have a number of impacts not limited to:
- a number of existing financing arrangements which are subject
to change of control provisions;
- the Company's governance arrangements including the
requirement for the Globalworth Board to maintain a majority of
independent directors; and
- Shareholder voting in light of the fact that Zakiono will be
able to exercise the majority of votes at a general meeting of
Globalworth, allowing it to pass ordinary resolutions.
Impact on share award plans
Globalworth announces that, following the change of control,
424,761 ordinary shares of no par value which were held in treasury
have been utilised to satisfy awards made under the Company's share
award plans, such shares having vested in accordance with the terms
of the plans. The Company now holds 863,813 ordinary shares in
treasury.
The total number of ordinary shares in issue excluding shares
held as treasury shares is 221,543,274, and this is the total
number of the voting rights in the Company which may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest, or a
change in the interest, in the share capital of the Company under
Chapter 5 of the FCA's Disclosure Guidance and Transparency Rules
as reflected in the Company's articles of incorporation.
Terms used but not defined in this announcement shall have the
meanings given to them in the Response Circular.
A further announcement will be made in due course.
Enquiries:
Globalworth Via advisers
Geoff Miller, Chair of the Board
-----------------
J.P. Morgan Cazenove (Financial Adviser) Tel: +44 20 7742
4000
-----------------
Massimo Saletti / Leon Li
Dwayne Lysaght / Jonty Edwards
-----------------
Panmure Gordon (Rule 3 and Nominated Adviser Tel: +44 20 7886
and Joint Broker) 2500
-----------------
Dominic Morley / Alina Vaskina
-----------------
Important notices
This announcement is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. The release,
publication or distribution of this announcement in whole or in
part in, into or from certain jurisdictions may be restricted by
law and therefore persons in such jurisdictions should inform
themselves about and observe such restrictions.
The person responsible for arranging for the release of this
announcement on behalf of the Company is Nicola Marrin, Company
Secretary.
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 (the "PRA") and regulated in the United Kingdom by the
PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is
acting as financial adviser exclusively for Globalworth and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this announcement and will not be responsible to
anyone other than Globalworth for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to any matter referred to
herein.
Panmure Gordon (UK) Limited ("Panmure Gordon") which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Globalworth and no one
else in connection with the matters set out in this announcement
and will not regard any other person as its client in relation to
the matters in this document and will not be responsible to anyone
other than Globalworth for providing the protections afforded to
clients of Panmure Gordon or its affiliates, nor for providing
advice in relation to any matter referred to herein.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.globalworth.com, by no later
than 12 noon (London time) on the business day following the date
of this announcement. The content of the website referred to in
this announcement is not incorporated into and does not form part
of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at the close of
business on 06 July 2021 (being the business day prior to the date
of this announcement), Globalworth confirms that it has 221,543,274
ordinary shares of no par value each in issue (excluding shares
held as treasury shares). The ISIN reference for these securities
is GG00B979FD04.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 OpeningPosition Disclosure by a
person to whom Rule 8.3(a) of the Code 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 1% 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, save to the
extent that these details have previously been disclosed under Rule
8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b)
of the Code 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 of the Code.
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 of
the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at 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.
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