TIDMKWE
RNS Number : 1970U
Kennedy Wilson Europe Real Estate
20 October 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 IS NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT
DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON
THE BASIS OF IT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
20 October 2017
RECOMMED MERGER
OF
KENNEDY WILSON EUROPE REAL ESTATE PLC ("KWE")
AND
KENNEDY-WILSON HOLDINGS, INC. ("KW")
On 24 April 2017, KWE and KW published an announcement setting
out the terms and conditions of a recommended offer by KW to
acquire all of the outstanding shares of KWE (other than shares
already owned by KW and its affiliates) in an all-share merger (the
"Original Offer").
On 13 June 2017, KWE and KW published a further announcement
setting out the terms and conditions of an additional offer by KW
to acquire all of the outstanding shares of KWE (other than shares
already owned by KW and its affiliates) (the "New Offer").
The Merger of KWE and KW is being implemented by means of a
Court-sanctioned scheme of arrangement of KWE under Article 125 of
the Jersey Companies Law (the "Scheme").
On 13 September 2017, KWE published a circular in relation to
the Scheme (the "Scheme Document").
On 10 October 2017, KWE announced that Scheme Shareholders and
KWE Shareholders voted to approve the Scheme and the Special
Resolution at the Scheme Court Meeting and the KWE General
Meeting.
On 18 October 2017, KWE announced that the Royal Court of Jersey
had sanctioned the Scheme at the Scheme Court Sanction Hearing held
earlier that day.
Scheme becomes effective
KWE is pleased to announce that, following the delivery of the
Court Order to the Registrar of Companies for registration today,
the Scheme has now become effective in accordance with its terms.
Accordingly, KWE will pay the KWE Special Distribution of 250 pence
per Scheme Share to those Scheme Shareholders who are entitled to
such distribution under the terms of the Scheme. Upon payment of
the KWE Special Distribution as required by the Scheme, all of the
Scheme Shares will be transferred to KW and KW will be required to
pay the KW Cash Component and to deliver the New KW Share Component
to Scheme Shareholders in accordance with the terms of the
Scheme.
Scheme Shareholders will receive, in addition to the KWE Special
Distribution, 0.3854 New KW Shares and 300 pence in cash payable by
KW in respect of each Scheme Share held as at the Scheme Record
Time, being 6.00 p.m. (London time) on 19 October 2017, subject to
any valid election (if applicable) made under the Mix and Match
Facility or for the Original Offer.
Results of the Mix and Match Facility
Valid Additional Share Elections in respect of 30,889,536 Scheme
Shares, representing approximately 32.05% of the aggregate number
of Scheme Shares, and valid Additional Cash Elections in respect of
11,227,921 Scheme Shares, representing approximately 11.65% of the
aggregate number of Scheme Shares, were made by Scheme
Shareholders. Satisfaction of Additional Share Elections and
Additional Cash Elections was dependent on valid countervailing Mix
and Match Elections being made by other Scheme Shareholders.
Valid Additional Cash Elections under the Scheme will be
satisfied in full. However, as a result of an insufficiency of
valid Additional Cash Elections, there are valid Additional Share
Elections which cannot be satisfied in relation to an aggregate of
9,974,888 Scheme Shares. Scheme Shareholders who made valid
Additional Share Elections have therefore had such elections scaled
down in accordance with the terms of the Scheme. These unsatisfied
Additional Share Elections have been allocated among Scheme
Shareholders who submitted valid Additional Share Elections in
proportion to the numbers of Scheme Shares in respect of which they
submitted such Additional Share Elections (including both
Additional Share Elections which can be satisfied and those which
cannot). As a result:
(a) for each Scheme Share in respect of which a valid Additional
Cash Election has been made, the relevant Scheme Shareholder will
receive, in addition to the KWE Special Distribution of 250 pence
and the Closing Dividend, 859 pence;
(b) for each Scheme Share in respect of which a valid Additional
Share Election has been made which can be satisfied after scaling
down as described above, the relevant Scheme Shareholder will
receive, in addition to the KWE Special Distribution of 250 pence
and the Closing Dividend, 0.5923 New KW Shares under the terms of
the Scheme; and
(c) for each Scheme Share in respect of which a valid Additional
Share Election has been made which cannot be satisfied due to an
insufficiency of countervailing Mix and Match Elections, the
relevant Scheme Shareholder will receive the New Offer
Consideration and Distribution without adjustment under the Mix and
Match Facility.
Original Offer Elections
Valid Original Offer Elections in respect of 284,858 Scheme
Shares, representing approximately 0.30% of the aggregate number of
Scheme Shares, were made by Scheme Shareholders.
For each Scheme Share in respect of which a valid Original Offer
Election was made, a Scheme Shareholder will receive 0.667 New KW
Shares instead of the New Offer Consideration and Distribution.
Settlement of consideration
In aggregate, 37,226,695 New KW Shares will be issued by KW to
Scheme Shareholders pursuant to the terms of the Merger.
The New KW Shares (ISIN US 4893981070; ticker symbol "KW") are
expected to be issued by KW and admitted to listing and trading on
the New York Stock Exchange on 23 October 2017. The KW CDIs are
expected to be credited to the CREST account(s) of Scheme
Shareholders who held their Scheme Shares in uncertificated form
and are entitled to New KW Shares pursuant to the terms of the
Merger on or before 24 October 2017. The KW Transfer Agent will
deliver share certificates to each Scheme Shareholder who held
Scheme Shares in certificated form and are entitled to New KW
Shares pursuant to the terms of the Merger within 14 days of the
effective date of the Scheme.
Cash consideration payable by KW under the Merger (including
amounts due in respect of fractional entitlements) will be settled
via CREST (for Scheme Shareholders who held their Scheme Shares in
uncertificated form) or by cheques (for Scheme Shareholders who
held their Scheme Shares in certificated form) within 14 days after
the effective date of the Scheme.
In addition, each KWE Shareholder (including a KWE Shareholder
who is not a Scheme Shareholder) will be entitled to receive the
Closing Dividend from KWE with respect to any KWE Shares held as at
the Closing Dividend Record Time, being 6.00 p.m. (London time) on
19 October 2017. The Closing Dividend will be paid by 10 January
2018.
Cancellation of listing, and trading in, KWE Shares
Applications have been made to the UK Listing Authority and the
London Stock Exchange in relation to the cancellation of KWE Shares
from the premium listing segment of the Official List and the
cancellation of the admission to trading of KWE Shares on the
London Stock Exchange's main market for listed securities, which
are expected to take effect from 8.00 a.m. (London time) on 23
October 2017.
Capitalised terms used but not otherwise defined in this
announcement (this "Announcement") have the meanings given to them
in the Scheme Document.
Enquiries
Goldman Sachs (lead financial adviser to KW)
Mark Sorrell +44 (0) 20 7774 1000
Chris Emmerson +44 (0) 20 7774 1000
David Friedland +1 212 902 0300
Keith Wetzel +1 310 407 5700
BofA Merrill Lynch (financial adviser to KW)
Geoff Iles +44 (0) 20 7628 1000
Kieran Millar +44 (0) 20 7628 1000
Jeff Horowitz +1 646 855 3213
Cavan Yang +1 646 855 4157
Deutsche Bank (financial adviser to KW)
Drew Goldman +1 212 250 2500
Rishi Bhuchar +44 (0) 20 7545 8000
Brian Mendell +1 212 250 2500
Nancy Davey +1 212 250 2500
Rothschild (lead financial adviser to KWE and the KWE
Independent Directors)
Alex Midgen +44 (0) 20 7280 5000
Sam Green +44 (0) 20 7280 5000
J.P. Morgan Cazenove (financial adviser to KWE and the KWE
Independent Directors)
Dwayne Lysaght +44 (0) 20 7742 6000
Bronson Albery +44 (0) 20 7742 6000
Kirshlen Moodley +44 (0) 20 7742 6000
Tara Morrison +44 (0) 20 7742 6000
Further information
In this Announcement, the "Merger" refers to the acquisition of
the entire issued and to be issued share capital of KWE by KW
(other than shares already owned by KW and its affiliates) as
implemented by way of the Scheme.
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 issue or an invitation to purchase or subscribe for any
securities in any jurisdiction, nor is it a prospectus for the
purposes of the Companies (General Provisions) (Jersey) Order 2002.
Further, this Announcement does not constitute, or form part of,
any solicitation of any vote or approval in any jurisdiction in
which such solicitation is unlawful, nor shall there be any sale,
issuance or transfer of securities of KWE or KW in any jurisdiction
in contravention of applicable law.
Important notices relating to financial advisers
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the UK, and Goldman Sachs &
Co. LLC (in their capacity as financial advisors to KW) (together,
"Goldman Sachs") are acting exclusively for KW and no one else in
connection with the Merger and any other matter referred to in this
Announcement or the Scheme Document and will not be responsible to
anyone other than KW for providing the protections afforded to
clients of Goldman Sachs, or for providing advice in relation to
the Merger or any other matters referred to in this Announcement or
the Scheme Document.
Merrill Lynch International, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the UK, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (together with Merrill
Lynch International, "BofA Merrill Lynch") are acting exclusively
for KW and no one else in connection with the Merger or any other
matter referred to in this Announcement or the Scheme Document and
will not be responsible to anyone other than KW for providing the
protections afforded to clients of BofA Merrill Lynch, or for
providing advice in relation to the Merger or any other matters
referred to in this Announcement or the Scheme Document.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: European Central Bank) and, in the UK, by the
Prudential Regulation Authority. It is subject to supervision by
the European Central Bank and by BaFin, Germany's Federal Financial
Supervisory Authority, and is subject to limited regulation in the
UK by the Prudential Regulation Authority and the Financial Conduct
Authority. Details about the extent of its authorisation and
regulation by the Prudential Regulation Authority, and regulation
by the Financial Conduct Authority, are available on request or
from www.db.com/en/content/eu_disclosures.htm.
Deutsche Bank AG, acting through its London Branch ("DB
London"), and Deutsche Bank Securities Inc. ("DBSI" and, together
with DB London, "DB") are acting as financial advisers to KW and no
other person in connection with the Merger. DB will not be
responsible to any person other than KW for providing any of the
protections afforded to clients of DB, nor for providing any
advice, in relation to any matter referred to herein. Without
limiting a person's liability for fraud, neither DB nor any of
their affiliates nor any of their or their affiliates' respective
directors, officers, representatives, employees, advisers or agents
shall have any liability to any other person in connection with
this Announcement, the Scheme Document and the contents of this
Announcement or the Scheme Document.
Rothschild, which is authorised and regulated by the FCA in the
UK, is acting exclusively for KWE and the KWE Independent Directors
and no one else in connection with the Merger and any other matter
referred to in this Announcement or the Scheme Document and will
not be responsible to anyone other than KWE and the KWE Independent
Directors for providing the protections afforded to clients of
Rothschild, or for providing advice in relation to the Merger or
any other matters referred to in this Announcement or the Scheme
Document.
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove") and is
authorised and regulated in the UK by the FCA, is acting
exclusively for KWE and the KWE Independent Directors and no one
else in connection with the Merger and any other matter referred to
in this Announcement or the Scheme Document and will not regard any
other person as its client in relation to the matters in this
Announcement or the Scheme Document and will not be responsible to
anyone other than the KWE Independent Directors for providing the
protections afforded to clients of J.P. Morgan Cazenove, or for
providing advice in relation to the Merger or any other matters
referred to in this Announcement or the Scheme Document.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than Jersey, the United Kingdom, the
United States, the Netherlands or the Cayman Islands may be
restricted by law and therefore any persons who are subject to the
law of any jurisdiction other than Jersey, the United Kingdom, the
United States, the Netherlands or the Cayman Islands should inform
themselves about, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such restrictions or
applicable requirements may constitute a violation of the
securities laws of any such jurisdiction. Neither this
Announcement, nor the Scheme Document nor any Election Form should
be forwarded or transmitted in, into or from any jurisdiction in
which to do so would give rise to a violation of the relevant laws
in such jurisdiction.
There may be restrictions on the extent to which certain
shareholders of KWE in jurisdictions other than Jersey, the United
Kingdom, the United States, the Netherlands and the Cayman Islands
can receive any documents and/or New KW Shares pursuant to the
Scheme. Any persons who are resident in, or citizens or nationals
of, or otherwise subject to the law of, any jurisdiction other than
Jersey, the United Kingdom, the United States, the Netherlands or
the Cayman Islands should inform themselves about, and observe, any
applicable legal or regulatory requirements. Any failure to comply
with the applicable requirements 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 Merger disclaim any responsibility or liability for the
violation of such requirements by any person.
This Announcement, the Scheme Document and the accompanying
documents have been prepared for the purpose of complying with
Jersey law, the Listing Rules and the Code and the information
disclosed may not be the same as that which would have been
disclosed if such documents had been prepared in accordance with
the laws of any jurisdiction outside of England and Wales and
Jersey. Nothing in this Announcement, the Scheme Document and the
accompanying documents should be relied upon on any other basis.
Unless otherwise determined by KW and KWE or required by the Code,
and permitted by applicable law and regulation, the Merger will not
be made available, directly or indirectly in, into or from a
jurisdiction to the extent that to do so would violate the laws in
that jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document and in the KW Prospectus. The
publication and content of the KW Prospectus are the responsibility
solely of the KW Directors.
Additional information for US investors
The Merger relates to the shares of a Jersey company and is
being effected by means of a scheme of arrangement pursuant to the
Jersey Companies Law. A transaction effected by means of a scheme
of arrangement under Jersey law is not subject to the tender offer
rules under the US Securities Exchange Act of 1934, as amended and
is exempt from the registration requirements under the US
Securities Act of 1933, as amended. Accordingly, the Merger will
only be subject to disclosure and other requirements and practices
applicable under Jersey law and the Code to schemes of arrangement,
which are different from the disclosure and other requirements of
the US tender offer and securities laws.
It may be difficult for US holders of KWE Shares to enforce
their rights and/or any claims they may have arising under US
federal securities laws in connection with the Merger, since KWE is
organised under the laws of a country other than the United States,
and some of its officers and directors may be residents of
countries other than the United States and most of the assets of
KWE are located outside the United States. US holders of KWE Shares
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 jurisdiction or
judgment.
None of the securities referred to in this Announcement or the
Scheme Document have been approved or disapproved by the SEC, any
state securities commission in the United States or any other US
regulatory authority, nor have such authorities passed upon or
determined the fairness or merits of such securities or upon the
adequacy or accuracy of the information contained in this
Announcement or the Scheme Document. Any representation to the
contrary is a criminal offence in the United States.
Notice to Canadian Investors
The New KW Shares are expected to be issued in Canada pursuant
to an exemption from the requirement that KW prepare and file a
prospectus in the relevant jurisdictions of Canada. Any resale of
the New KW Shares if made through the facilities of the NYSE will
generally be exempt from the prospectus requirement under Canadian
securities legislation. However, such securities legislation may
require resales of KW Shares to be made under other statutory
exemptions or a discretionary exemption granted by the applicable
Canadian securities regulatory authority. Scheme Shareholders
resident in Canada are advised to seek legal advice prior to any
resale of the New KW Shares issued in connection with the
Merger.
Notice to Cayman Islands Investors
There is no registration required nor will any registration be
made under the Securities Investment Business Law in the Cayman
Islands or with the Cayman Islands Monetary Authority in relation
to this Announcement or the Scheme Document. This Announcement and
the Scheme Document are distributed to Scheme Shareholders on the
basis that they do not represent an offer to the public in the
Cayman Islands under any law in the Cayman Islands.
Notice to French Investors
Neither this Announcement nor the Scheme Document constitutes a
prospectus within the meaning of Directive 2003/71/EC of the
European Parliament and Council dated 4 November 2003, as amended,
or otherwise. Neither this Announcement nor the Scheme Document has
been prepared and are not being distributed in the context of an
offer to the public of financial securities (offre au public de
titres financiers) in France within the meaning of Article L.411-1
of the French Monetary and Financial Code (Code monétaire et
financier) and Title 1 of Book II of the General Regulation of the
French Autorité des marchés financiers (AMF), and have therefore
not been submitted to the AMF for prior approval and clearance
procedure.
Notice to Irish Investors
Neither this Announcement nor the Scheme Document is a
prospectus within the meaning of the Companies Act 2014 of Ireland,
the Prospectus Directive (2003/71/EC) Regulations 2005 of Ireland
(as amended) or the Prospectus Rules issued by the Central Bank of
Ireland. Neither this Announcement nor the Scheme Document has been
approved or reviewed by or registered with the Central Bank of
Ireland. Neither this Announcement nor the Scheme Document
constitutes investment advice or the provision of investment
services within the meaning of the European Communities (Markets in
Financial Instruments) Regulations 2007 of Ireland (as amended) or
the Markets in Financial Instruments Directive (2004/39/EC).
Neither KWE nor KW is an authorised investment firm within the
meaning of the European Communities (Markets in Financial
Instruments) Regulations 2007 of Ireland (as amended) or the
Markets in Financial Instruments Directive (2004/39/EC) and the
recipients of this Announcement and/or the Scheme Document should
seek independent legal and financial advice in determining their
actions in respect of or pursuant to this Announcement and/or the
Scheme Document.
Notice to German Investors
The Offers are made and any accompanying documents are addressed
in Germany to Scheme Shareholders only.
Forward-looking statements
This Announcement, the Scheme Document, oral statements made
regarding the Merger and other information published by KW and/or
KWE may contain statements which are, or may be deemed to be,
"forward-looking statements" with respect to the financial
condition, results of operations and businesses of KWE and/or KW
and/or the KWE Group and/or the KW Group, and certain plans and
objectives of KWE and/or KW with respect to KW and its subsidiary
undertakings following completion of the Merger, comprised of the
KW Group and the KWE Group (the "Combined Group"). All statements,
other than statements of historical facts, or of opinion related to
historical fact, are forward-looking statements. A forward-looking
statement is prospective in nature and is not based on historical
facts, but rather on current expectations and/or projections of the
persons making the statement about future events, and is therefore
subject to risks and uncertainties which could cause actual facts
and/or circumstances to differ materially from the future facts
and/or circumstances expressed or implied by the forward-looking
statement. The forward-looking statements contained in this
Announcement include statements relating to the expected effects of
the Merger on KW and KWE, the expected timing and scope of the
Merger 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", "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates", "does not
anticipate", "believes" or variations of such words and phrases or
statements that certain actions, events or circumstances "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although the persons responsible for any forward-looking
statements in this Announcement believe that the expectations
reflected in such forward-looking statements are reasonable,
neither KW nor KWE, nor any of their respective officers,
directors, associates or advisors, gives any assurance that any
such expectation 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 facts and/or circumstances to differ materially from those
expressed or implied by such forward-looking statements. These
factors include the non-satisfaction of any of the Conditions, as
well as additional factors, such as: risks relating to the KW
Group's and/or the KWE Group's credit rating; local and global
political and economic conditions, including Brexit; the KW Group's
and the KWE Group's economic model and liquidity risks; financial
services risk; the risks associated with KW's and KWE's brand,
reputation and trust; environmental risks; safety, technology, data
security and data privacy risks; the ability to realise the
anticipated benefits and synergies of the Merger, including as a
result of a delay in completing the Merger or difficulty in
integrating the businesses of the companies involved; legal or
regulatory developments and changes; the outcome of any litigation;
the impact of any acquisitions or similar transactions; competition
and market risks; the impact of foreign exchange rates; pricing
pressures; and business continuity and crisis management. 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 KW nor KWE, nor any of their
respective associates, directors, officers or advisers, gives 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 undue reliance on these forward-looking statements. Each
forward-looking statement speaks only as of the date of this
Announcement. None of KWE, the KWE Group, KW or the KW Group nor
any of their officers, directors, associates or advisers accepts
any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
Publication on website and availability of hard copies
This Announcement and the documents required to be published
pursuant to Rule 26.1 of the Code will (subject to any applicable
restrictions with respect to certain Overseas Shareholders) be made
available free of charge on KW's website at ir.kennedywilson.com
and on KWE's website at www.kennedywilson.eu by no later than 12
noon (London time) on the Business Day following the date of its
release.
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice as soon as possible from your
stockbroker, bank, solicitor, accountant, fund manager or other
appropriate independent professional adviser who, if you are taking
advice in the United Kingdom, must be appropriately authorised to
provide such advice under the United Kingdom Financial Services and
Markets Act 2000, or another appropriately authorised independent
financial adviser if you are in a territory outside the United
Kingdom.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCURAKRBRARURA
(END) Dow Jones Newswires
October 20, 2017 05:13 ET (09:13 GMT)
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