REG - Starwood Cap Eur Adv - Appointment of Financial Adviser
15/11/2024 16:00
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RNS Number : 4887M Starwood Capital Eur Advisers LLP 15 November 2024
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 THAT JURISDICTION
FOR IMMEDIATE RELEASE
15 November 2024
RECOMMENDED CASH ACQUISITION
of
BALANCED COMMERCIAL PROPERTY TRUST LIMITED by
STARLIGHT BIDCO LIMITED
(a newly formed company incorporated in Guernsey and owned by Starwood Funds)
Appointment of Financial Adviser
Reference is made to the announcement made on 4 September 2024 by the boards
of Starlight Bidco Limited ("Bidco") and Balanced Commercial Property Trust
Limited ("BCPT") pursuant to Rule 2.7 of the Takeover Code (the
"Announcement") of a cash offer to be made by Bidco for the entire issued and
to be issued share capital of BCPT (the "Acquisition"), intended to be
effected by means of a Court-sanctioned scheme of arrangement under Part VIII
of the Companies Law of Guernsey (the "Scheme"). The circular in relation to
the Scheme was published or made available to BCPT Shareholders on 30
September 2024.
The board of Bidco is pleased to announce that Goldman Sachs International has
been appointed as joint financial adviser for Bidco and Starwood Capital Group
alongside Eastdil Secured International Limited which is acting as lead
financial adviser for Bidco and Starwood in respect of the Acquisition.
Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Announcement.
Enquiries:
Bidco / Starwood via H/Advisors Maitland
H/Advisors Maitland (PR Adviser to Bidco and Starwood) Tel: +44 20 7379 5151
Sam Turvey / Jonathan Cook / Billy Moran
Eastdil Secured International Limited (Lead Financial Adviser to Bidco and Tel: +44 20 7074 7988
Starwood)
Max von Hurter / Tomas Ribeiro / Lewis Britain
Goldman Sachs International (Financial Adviser to Bidco and Starwood) Tel: +44 20 7552 4009
Nick Harper / Andreas Bjork / Tom Hartley
Important notices about financial advisers
Eastdil Secured International Limited ("Eastdil Secured"), which is authorised
and regulated by the Financial Conduct Authority (the "FCA") in the United
Kingdom, is acting as lead financial adviser for Bidco and Starwood and no one
else in connection with the Acquisition and other matters set out in this
announcement and will not be responsible to anyone other than Bidco and
Starwood for providing the protections afforded to clients of Eastdil Secured,
or for providing advice in connection with the Acquisition, the content of
this announcement or any matter referred to herein. Neither Eastdil Secured
nor any of its subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Eastdil Secured in connection with the
Acquisition, this announcement, any statement or other matter or arrangement
referred to herein or otherwise.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the
Prudential Regulation Authority (the "PRA") and regulated by the FCA and the
PRA in the United Kingdom is acting exclusively for Bidco and Starwood Capital
Group as financial advisor and no one else in connection with the Acquisition
and other matters set out in this Announcement and will not be responsible to
anyone other than Bidco and Starwood Capital Group for providing the
protections afforded to clients of Goldman Sachs, nor for providing advice in
connection with the Acquisition, the content of this Announcement or any
matter referred to herein. Neither Goldman Sachs nor any of Goldman Sachs'
subsidiaries, affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Goldman Sachs in connection with this Announcement, any statement
contained herein or otherwise.
Overseas Shareholders
This announcement has been prepared in accordance with English and Guernsey
law, the Takeover Code, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and information disclosed may not be the same
as that which would have been prepared in accordance with the laws of
jurisdictions outside the UK and Guernsey. The release, publication or
distribution of this announcement in, into or from jurisdictions other than
the UK or Guernsey may be restricted by law and, therefore, any persons who
are subject to the law of any jurisdiction other than the UK or Guernsey
should inform themselves about, and observe, any applicable legal or
regulatory requirements.
The availability of the Acquisition to BCPT Shareholders who are not resident
in and citizens of the UK or Guernsey may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the UK or Guernsey should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom or Guernsey to vote their Scheme Shares with
respect to the Scheme at the Court Meeting and their BCPT Shares at the
General Meeting, or to appoint another person as proxy to vote at the Court
Meeting and/or the General Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with the applicable restrictions 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 Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent (including without limitation by electronic means) in or
into or from any Restricted Jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send it in or into or from any Restricted Jurisdiction.
Doing so may render invalid any related purported vote in respect of the
Acquisition. If the Acquisition is implemented by way of an Offer (unless
otherwise permitted by applicable law and regulation), the Offer may not be
made directly or indirectly, in or into, or by the use of mails or any means
or instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Offer may not be capable of acceptance by
any such use, means, instrumentality or facilities.
Notice to US investors in BCPT
The US holders of BCPT Shares should note that the Acquisition relates to the
shares of a Guernsey company which are admitted to listing on the closed-ended
investment funds category of the Official List and to trading on the Main
Market and is proposed to be implemented by means of a scheme of arrangement
provided for under the laws of Guernsey. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy solicitation
rules under the Exchange Act. Accordingly, the Acquisition is subject to the
procedural and disclosure requirements, rules and practices applicable in the
UK and Guernsey involving a target company incorporated in Guernsey whose
shares are admitted to listing on the closed-ended investment funds category
of the Official List and to trading on the Main Market, which differ from the
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement or that may be
included in the Scheme Document has been (or will be) prepared in accordance
with UK IFRS or EU IFRS and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. Generally accepted accounting principles in the United States
differ in certain significant respects from UK IFRS and EU IFRS.
Bidco reserves the right, subject to obtaining the prior consent of the Panel,
to elect to implement the Acquisition by way of an Offer. If, in the
future, Bidco exercises its right to implement the Acquisition by way of an
Offer, and determines to extend the Offer into the United States, such Offer
and the Acquisition will be made in compliance with the applicable US laws and
regulations including to the extent applicable Section 14(e) of the Exchange
Act and Regulation 14E thereunder, and in accordance with the Takeover Code.
Accordingly, the Acquisition would be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and law. Such
an Offer would be made in the United States by Bidco and no one else.
It may be difficult for US holders of BCPT Shares to enforce their rights and
any claim arising out of the US federal laws in connection with the
Acquisition, since each of Bidco and BCPT are located in a non-US
jurisdiction, and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in, a non-US jurisdiction.
US holders of BCPT Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of the 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 judgement.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any US state
securities commission or any other US regulatory authority, nor have such
authorities approved or disapproved or passed judgement upon the fairness or
the merits of the Acquisition, or determined if the information contained in
this announcement is adequate, accurate or complete. Any representation to the
contrary is a criminal offence in the US.
US BCPT Shareholders also should be aware that the transaction contemplated
herein (including the receipt of consideration pursuant to the Acquisition)
may have tax consequences in the US and that such consequences, if any, are
not described herein. US BCPT Shareholders are urged to consult their
independent legal, tax and financial advisers in connection with making a
decision regarding this transaction.
In accordance with the Takeover Code and to the extent permitted under Rule
14e-5(b) under the Exchange Act, Bidco, certain affiliated companies or their
respective nominees, or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, BCPT securities other than
pursuant to the Acquisition, either in the open market at prevailing prices or
through privately negotiated purchases at negotiated prices outside the US
until the date on which the Scheme becomes Effective, lapses or is otherwise
withdrawn (or, if the Acquisition is implemented by way of an Offer, before or
during the period in which such Offer would remain open for acceptance). To
the extent required by Rule 14e-5(b), such purchases, or arrangements to
purchase, must comply with English law, the Takeover Code and the UK Listing
Rules. Any information about such purchases will be disclosed to the Panel
and, to the extent that such information is required to be publicly disclosed
in the United Kingdom in accordance with applicable regulatory requirements,
will be made available to all investors (including US investors) via the
Regulatory Information Service on the London Stock Exchange website at
www.londonstockexchange.com.
Dealing and Opening Position Disclosure requirements
Under Rule 8.3(a) of the Takeover 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
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th Business Day (as
defined in the Takeover Code) following the commencement of the offer period
and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Takeover Code) 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 Takeover 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(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day (as defined in the
Takeover Code) 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 Takeover
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 Takeover 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.
Publication on a website
A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on BCPT's website at
https://www.columbiathreadneedle.co.uk/bcpt-strategic-review/ and on Bidco's
website at https://www.starwoodbluebird.com/ promptly and in any event by no
later than 12 noon on the Business Day following the date of this
announcement. The content of the websites referred to in this announcement is
not incorporated into and does not form part of this announcement.
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.
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