TIDMYEW
RNS Number : 7745T
Yew Grove REIT PLC
26 November 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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
26 NOVEMBER 2021
Recommended acquisition of Yew Grove REIT plc by Slate Office
Ireland Investment Limited , an indirect wholly-owned subsidiary of
Slate Office REIT
Announcement re convening of Scheme Meeting
On 19 November 2021, Yew Grove REIT plc ("Yew Grove") and Slate
Office REIT ("Slate") announced that they had reached agreement on
the terms of a cash offer for Yew Grove by Slate, which has been
unanimously recommended by the Yew Grove board of directors,
pursuant to which Slate Office Ireland Investment Limited
("Bidco"), an indirect wholly-owned subsidiary of Slate, will
acquire the entire issued and to be issued share capital of Yew
Grove (the "Acquisition").
The Acquisition is to be effected by way of a scheme of
arrangement under Chapter 1 of Part 9 of the Companies Act 2014
(the "Scheme").
Yew Grove announces that earlier today the High Court of Ireland
made an order directing that a scheme meeting of Yew Grove
shareholders to consider and vote on the Scheme (the "Scheme
Meeting") be convened.
The Scheme Meeting will commence at 11.00 a.m. on 23 December
2021 at 6(th) Floor, 2 Grand Canal Square, Dublin 2, D02 A342,
Ireland and the related extraordinary general meeting will commence
at 11.15 a.m. (or, if later, as soon thereafter as the Scheme
Meeting shall have been concluded or adjourned) on the same date at
the same location. Given the various measures applying in Ireland
due to the ongoing COVID-19 pandemic, Yew Grove shareholders will
be given the opportunity to attend, speak, ask questions and vote
at the relevant meeting remotely via a virtual meeting platform
provided by Lumi Global, either personally or by proxy if an
individual or by proxy or corporate representative if a
company.
The scheme document (the "Scheme Document") setting out, amongst
other things, the full terms and conditions of the Scheme,
information required under Section 452 of the Companies Act 2014,
an expected timetable of principal events, notices convening the
Scheme Meeting and the related extraordinary general meeting, and
details of the action to be taken by Yew Grove shareholders is
expected to be published on 29 November 2021.
A further announcement will be made on publication of the Scheme
Document.
Enquiries:
Yew Grove Press enquiries
Jonathan Laredo / Charles Peach Tel: +353 1 485 3950
Goodbody, (Financial Adviser, Corporate Broker and Rule 3
Adviser to Yew Grove)
Finbarr Griffin / David Kearney / John Flynn Tel: +353 1 667
0420
Liberum Capital Limited, (Corporate Broker and Nomad to Yew
Grove)
Richard Crawley / Jamie Richards Tel: +44 20 3100 2000
IFC Advisory Limited, (PR adviser to Yew Grove)
Tim Metcalfe / Graham Herring Tel: +44 20 3934 6630
Statements required by the Takeover Rules
The directors of Yew Grove accept responsibility for the
information contained in this Announcement. To the best of the
knowledge and belief of the directors of Yew Grove (who have taken
all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Goodbody Stockbrokers UC ("Goodbody"), which in Ireland is
regulated by the Central Bank of Ireland and in the UK is
authorised and subject to limited regulation by the Financial
Conduct Authority, is acting exclusively for Yew Grove and no one
else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Yew
Grove for providing the protections afforded to clients of
Goodbody, or for providing advice in connection with the matters
referred to in this announcement. Neither Goodbody nor any of its
subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Goodbody in connection with this Announcement or
any matter referred to herein.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Yew Grove and no one else in connection
with the matters described in this announcement. Liberum will not
regard any other person (whether or not a recipient of this
announcement) as its client in relation to the matters described in
this announcement and will not be responsible to anyone other than
Yew Grove for providing the protections afforded to its clients or
for providing any advice in relation to matters or arrangements
referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed on Liberum by the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable, Liberum
does not accept any responsibility whatsoever for, and makes no
representation or warranty, express or implied, as to the contents
of this announcement or for any other statement made or purported
to be made by it, or on its behalf, in connection with Yew Grove
and nothing in this announcement will be relied upon as a promise
or representation in this respect, whether or not to the past or
future. Liberum accordingly, to the fullest extent permitted by
law, disclaims all and any responsibility or liability, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of this announcement or
any such statement.
Disclosure requirements of the Takeover Rules
Under the provisions of Rule 8.3 of the Irish Takeover Panel Act
1997, Takeover Rules, 2013 (the "Irish Takeover Rules"), if any
person is, or becomes, "interested" (directly or indirectly) in, 1%
or more of any class of "relevant securities" of Yew Grove, all
"dealings" in any "relevant securities" of Yew Grove (including by
means of an option in respect of, or a derivative referenced to,
any such "relevant securities") must be publicly disclosed by not
later than 3:30 pm (Irish time) on the "business day" in Dublin
following the date of the relevant transaction. This requirement
will continue until the date on which the "offer period" ends. If
two or more persons co-operate on the basis of any agreement,
either express or tacit, either oral or written, to acquire an
"interest" in "relevant securities" of Yew Grove, they will be
deemed to be a single person for the purpose of Rule 8.3 of the
Takeover Rules.
Under the provisions of Rule 8.1 of the Irish Takeover Rules,
all "dealings" in "relevant securities" of Yew Grove by Slate or
Bidco, or by any party acting in concert (as defined in the Irish
Takeover Panel Act 1997 (as amended)) with either of them, must
also be disclosed by no later than 12 noon (Irish time) on the
"business day" in Dublin following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose
"relevant securities" "dealings" should be disclosed, can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
"Interests in securities" arise, in summary, when a person has
long economic exposure, whether conditional or absolute, to changes
in the price of securities. In particular, a person will be treated
as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative
referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can also be found on the Irish Takeover Panel's
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel on telephone number +353 1 678
9020.
General
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation 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 Acquisition or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
The Acquisition will be made solely through the Scheme Document
(or, if the Acquisition is implemented by way of a takeover offer,
the offer document), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in
respect of the Acquisition. Any acceptance or other response to the
Acquisition should be made only on the basis of the information in
the Scheme Document (or, if the Acquisition is implemented by way
of a takeover offer, the offer document).
Overseas Shareholders
The laws of the relevant jurisdictions may affect the
availability of the Acquisition to persons who are not resident in
Ireland or the United Kingdom. Persons who are not resident in
Ireland or the United Kingdom, or who are subject to laws of any
jurisdiction other than Ireland or the United Kingdom, should
inform themselves about, and observe, any applicable legal or
regulatory requirements. Any failure to comply with the applicable
legal or regulatory requirements may constitute a violation of the
laws and/or regulations of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility and
liability for the violation of such restrictions by any person.
The release, publication or distribution of this announcement in
or into certain jurisdictions may be restricted by the laws of
those jurisdictions. Accordingly, copies of this announcement and
all other documents relating to the acquisition are not being, and
must not be, released, published, mailed or otherwise forwarded,
distributed or sent in, into or from any restricted jurisdiction.
Persons receiving such documents (including, without limitation,
nominees, trustees and custodians) should observe these
restrictions. Failure to do so may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, Slate, Bidco and Yew Grove disclaim
any responsibility or liability for the violations of any such
restrictions by any person.
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END
NOGUNOSRANUAUAA
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