Taliesin Property Fund Limited Offer to buy-back ZDP shares (2462H)
09 March 2018 - 8:02PM
UK Regulatory
TIDMTPFZ
RNS Number : 2462H
Taliesin Property Fund Limited
09 March 2018
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
9 March 2018
TALIESIN PROPERTY FUND LIMITED
(LEI: 213800CDZPN11C1WNP20)
(incorporated and registered in Jersey with registered number
91744)
offer to buy-back ZDP Shares
Offer to buy-back ZDP Shares
Taliesin Property Fund Limited ("Taliesin") announces the offer
(the "Offer") to buy-back the zero dividend preference shares of no
par value in the Capital of Taliesin (the "ZDP Shares") at a price
of 138.24p per ZDP Share.
Background to the Offer
On 26 February 2018 all of the ordinary shares of no par value
in the Company were acquired by Wren Bidco Limited and Canary Bidco
Limited (being newly incorporated companies owned by entities
advised by affiliates of The Blackstone Group L.P.) by means of a
Court-sanctioned scheme of arrangement (the "Scheme") under Article
125 of the Companies Law. The ZDP Shares did not form part of the
Scheme but now that it has been completed, the Company is required
under the Articles to initiate a process of offering an early
repurchase of the ZDP Shares in accordance with the provisions set
out in the Articles.
Further details of the Offer
Under the terms of the Offer, the ZDP shareholders who accept
the Offer will receive 138.24p per ZDP Share.
The Offer is being implemented by way of an off market
repurchase of ZDP Shares and a circular explaining the Offer and
the procedures for acceptance is being sent to the holders of ZDP
Shares on 9 March 2018.
The purchase of any ZDP Shares pursuant to the Offer is
conditional on the members of the Taliesin Board who approve any
purchases of ZDP Shares being able to make the necessary 12 month
solvency statement as required by the Companies Law.
Any ZDP Shares that are purchased pursuant to the Offer will be
cancelled.
The holders of ZDP Shares are not obliged to accept the Offer
and if the holders of ZDP Shares do not accept the Offer, the ZDP
Shares will continue to be subject to redemption in due course.
Under the Articles, Taliesin is required to redeem all the
outstanding ZDP Shares on or within 14 days before 30 September
2018. On redemption of the ZDP Shares in accordance with the
Articles, the holders of ZDP Shares will receive 144.28p per ZDP
Share.
The expected timetable of events is set out in an Appendix to
this Announcement.
Capitalised terms and expressions used in this announcement (but
not otherwise defined herein) have the same meanings as set out in
the document relating to the Scheme dated 18 January 2018 (the
"Scheme Document").
Enquiries:
Taliesin
Nigel Anthony Le Quesne Tel: +44 (0)
15 3470 0000
The Blackstone Group International
Partners LLP
Andrew Dowler Tel: + 44 (0)
207 451 4275
Lazard (Financial Adviser to the
Bidcos)
Patrick Long Tel: +44 (0)
Will Lawes 207 187 2000
Philip Chapman
Appendix
Expected timetable of principal events
All references to time in this document are references to the
time in London, United Kingdom and Jersey, Channel Islands, unless
otherwise stated. All dates and times are based on the Company's
current expectations and are subject to change. If any of the dates
and/or times in this expected timetable change, the revised dates
and/or times will be notified to ZDP Shareholders by announcement
through a Regulatory Information Service.
Event Expected time/date
Publication of this document 9 March 2018
Latest time for lodging 1.00pm (London time)
Forms of Acceptance/settlement on 10 April 2018
of TTE Instructions
Date on which all acceptances 10 April 2018
of the Buyback Offer
are deemed effective
Settlement Date for payment 24 April 2018
of consideration to ZDP
Shareholders who accept
the Buyback Offer
This information is provided by RNS
The company news service from the London Stock Exchange
END
DOCUGUUUWUPRUBB
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