TIDMQED TIDMTTM
RNS Number : 6826B
LSREF IV Investments LLC
08 October 2015
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 OR REGULATIONS OF SUCH
JURISDICTION
For immediate release 8 OCTOBER 2015
INCREASED RECOMMENDED CASH OFFER
for
QUINTAIN ESTATES AND DEVELOPMENT PLC
by
BAILEY ACQUISITIONS LIMITED
Compulsory acquisition procedure and extension of Increased
Offer
On 25 September 2015 Bailey Acquisitions Limited (Bidco), an
investment vehicle indirectly controlled by Lone Star Real Estate
Fund IV announced that its increased offer for Quintain Estates and
Development PLC (Quintain) (the Increased Offer) had become
unconditional in all respects.
Extension of Increased Offer
The Increased Offer, which remains subject to the terms set out
in the Revised Offer Document, will remain open for acceptances
until 1.00 p.m. (London time) on 17 November 2015.
Compulsory acquisition procedure
On 30 September 2015 Bidco announced that it had received valid
acceptances of the Increased Offer in respect of, or acquired,
Quintain Shares representing over 90 per cent. of the existing
issued share capital of Quintain and would, therefore, commence the
procedures available to it under section 979 of the Companies Act
2006 to compulsorily acquire those Quintain Shares which it does
not already own.
Further to such announcement, Bidco announces that on 6 October
2015 notices pursuant to section 979 of the Companies Act 2006 were
sent to non-accepting shareholders informing them that Bidco
intends to exercise its right to acquire compulsorily any Quintain
Shares held by such non-accepting shareholders on 17 November
2015.
Actions to be taken
Quintain Shareholders who have not yet accepted the Increased
Offer have the following options:
Option 1 - allow your Quintain Shares to be acquired
compulsorily under the terms of the Increased Offer
Unless a Quintain Shareholder applies to the court and the court
orders otherwise, on 17 November 2015 (being the date falling six
weeks after the date of the notices given by Bidco to non-accepting
shareholders), your Quintain Shares will be acquired compulsorily
by Bidco under the terms of the Increased Offer and you will be
entitled to 141 pence in cash for each Quintain Share you hold on
that date. The consideration due to you will be held on trust by
Quintain on your behalf in accordance with section 981 of the
Companies Act 2006.
Quintain Shareholders need take no action at this time to follow
Option 1. Bidco will write to Quintain Shareholders who have not
accepted the Offer again in due course providing details of how
such Quintain Shareholders can apply to Computershare Investor
Services PLC for the cash consideration to which they are
entitled.
Option 2 - accept the Increased Offer
The Increased Offer remains open for acceptance. Therefore, you
may still accept the Increased Offer. If you validly accept the
Increased Offer, the consideration will be despatched to you within
14 days of receipt of your acceptance, duly completed in all
respects. This means that you may receive the consideration sooner
than would be the case if you were to take Option 1 and wait for
your Quintain Shares to be acquired compulsorily.
To accept the Increased Offer in respect of:
-- Quintain Shares held in certificated form (that is, not in
CREST), you should complete, sign and return the personalised Form
of Acceptance, which accompanied the Revised Offer Document,
together with your share certificate(s) and/or other relevant
document(s) of title, in accordance with the instructions contained
in the Form of Acceptance and set out in the Revised Offer
Document, as soon as possible and in any event on or before 1.00
p.m. (London time) on 17 November 2015.
-- Quintain Shares in uncertificated form (in CREST), you should
ensure that an Electronic Acceptance is made by you or on your
behalf and that settlement occurs. If you are a CREST-sponsored
member, you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction(s) to
Euroclear, as soon as possible and in any event on or before 1.00
p.m. (London time) on 17 November 2015.
If you do not accept the Increased Offer in respect of your
Quintain Shares on or before 1.00 p.m. (London time) on 17 November
2015 your Quintain Shares will be compulsorily acquired as
described above in Option 1.
General
The Revised Offer Document and a specimen Form of Acceptance are
available on Bidco's website at www.baileyacquisitionslimited.com.
Further copies of the Revised Offer Document and the Form of
Acceptance may be obtained by contacting the Receiving Agent,
Computershare Investor Services PLC on 0370 707 1253 from within
the UK or on +44 (0) 370 707 1253 if calling from outside the UK
(lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to
Friday) or by submitting a request in writing to Computershare
Corporate Actions Projects, Bristol, BS99 6AH.
Unless otherwise stated, terms used in this announcement have
the same meanings as given to them in the revised offer document in
respect of the Increased Offer dated 26 September 2015 (the Revised
Offer Document).
Enquiries
Morgan Stanley (Financial Adviser to Bidco)
Nick White/Ian Hart/Gwen
Billon +44 (0)20 7425 8000
Headland (Bidco's PR Adviser)
Francesca Tuckett/Howard
Lee +44 (0)20 7367 5222
Further information
Morgan Stanley & Co. International plc (Morgan Stanley),
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 as exclusive
financial adviser to Bidco and no one else in connection with the
Increased Offer. In connection with such matters, Morgan Stanley,
its affiliates and their respective directors, officers, employees
and agents will not regard any other person as their client, nor
will they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Increased Offer, the contents of this announcement
or any other matters referred to in this announcement.
This announcement is not intended to, and does not, constitute
or form part of any 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 Increased
Offer or otherwise. The Increased Offer is made solely by means of
the Revised Offer Document and the Form of Acceptance accompanying
the Revised Offer Document, which contain the full terms and
conditions of the Increased Offer, including details of how the
Increased Offer may be accepted. Any response to the Increased
Offer should be made only on the basis of information contained in
those documents. Quintain Shareholders are advised to read the
formal documentation in relation to the Increased Offer
carefully.
This announcement has been prepared for the purposes of
complying with English law, 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 and regulations of any
jurisdiction outside the United Kingdom.
Overseas jurisdictions
The distribution of this announcement in jurisdictions other
than the United Kingdom or the United States and the ability of
Quintain Shareholders who are not resident in the United Kingdom or
the United States to participate in the Increased Offer may be
affected by the laws of relevant jurisdictions. Therefore any
persons who are subject to the laws of any jurisdiction other than
the United Kingdom or the United States or Quintain Shareholders
who are not resident in the United Kingdom or the United States
will need to inform themselves about, and observe, any applicable
legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Further details in
relation to overseas shareholders are contained in the Revised
Offer Document.
The Increased Offer is not being, and will not be, made
available, directly or indirectly, in or into or by the use of the
mails of, or by any other means or instrumentality of interstate or
foreign commerce of, or any facility of a national state or other
securities exchange of any Restricted Jurisdiction, and will not be
capable of acceptance by any such use, means, instrumentality or
facility from within any Restricted Jurisdiction.
Accordingly, copies of this announcement and all documents
relating to the Increased Offer are not being, and must not be,
directly or indirectly, mailed, transmitted or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction
and persons receiving this announcement (including, without
limitation, agents, nominees, custodians and trustees) must not
distribute, send or mail it in, into or from such jurisdiction. Any
person (including, without limitation, any agent, nominee,
custodian or trustee) who has a contractual or legal obligation, or
may otherwise intend, to forward this announcement and/or the
Revised Offer Document and/or any other related document to a
jurisdiction outside the United Kingdom or the United States should
inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction and must not mail,
send or otherwise forward or distribute them in, into or from any
Restricted Jurisdiction.
Notice to US holders of Quintain Shares
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