REG-Balanced Commercial Property Trust Ltd: Scheme of Arrangement

Balanced Commercial Property TrustAnnouncement

15/11/2024 12:15

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

FOR IMMEDIATE RELEASE

15 November 2024

RECOMMENDED CASH ACQUISITION

of

BALANCED COMMERCIAL PROPERTY TRUST LIMITED ("BCPT")

by

STARLIGHT BIDCO LIMITED ("BIDCO")

(a newly formed company incorporated in Guernsey and owned by Starwood Funds)

to be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies (Guernsey) Law, 2008 (as amended)

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 4 September 2024, it was announced that the boards of BCPT and Bidco had
reached agreement on the terms of a recommended cash offer to be made by Bidco
for the entire issued and to be issued share capital of BCPT (the
"Acquisition"), to be implemented by way of a Court-sanctioned scheme of
arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
(the "Scheme").

As previously announced, BCPT published the scheme document in respect of the
Acquisition on 30 September 2024 (the "Scheme Document") and, on 25 October
2024, all resolutions in respect of the Scheme were duly passed at the Court
Meeting and the General Meeting.

The Board of BCPT is pleased to announce that, at the Sanction Hearing heard
earlier today, the Royal Court of Guernsey sanctioned the Scheme and granted
the Court Order in connection with the Acquisition. As the Conditions of the
Acquisition have now been satisfied or, where applicable, waived, the Scheme
has become effective in accordance with its terms.

Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement. All
references to time shown in this announcement are references to London (UK)
time.

Commenting on the Acquisition becoming Effective, Paul Marcuse, Chairman of
BCPT, said:

"The BCPT Board is pleased that the recommended transaction received
overwhelming support, with almost 99 per cent. of votes in favour of the
proposals. The BCPT Board thanks the Columbia Threadneedle team for its
management of BCPT and its portfolio since launch, with particular thanks to
Richard Kirby, Dan Walsgrove and Scott Macrae for their continued dedication
and professionalism over recent months since BCPT announced the Strategic
Review in April 2024."

Settlement

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared
on the register of members of BCPT at the Scheme Record Time, being 6.00 p.m.
on 14 November 2024, will be entitled (subject to certain terms and
conditions) to receive 96.00 pence in cash for each Scheme Share held.

As set out in the Scheme Document, settlement of the Cash Consideration to
which any Scheme Shareholder is entitled under the Scheme will be effected as
soon as practicable after the Effective Date and, in any event, not later than
14 days after the Effective Date, in the following manner:

(a)    in respect of Scheme Shareholders holding Scheme Shares in
uncertificated form (that is, in CREST) as at the Scheme Record Time, through
the crediting of CREST accounts by not later than 29 November 2024; and

(b)    in respect of Scheme Shareholders holding Scheme Shares in
certificated form as at the Scheme Record Time, by the despatch of cheques or,
should there be a valid bank mandate in place, release of electronic payments
by not later than 29 November 2024.

As a result of the Scheme having become Effective, share certificates in
respect of BCPT Shares have ceased to be valid documents of title and
entitlements to BCPT Shares held in uncertificated form in CREST have been
cancelled.

Dealings in BCPT Shares were suspended with effect from 7.30 a.m. today, 15
November 2024. Applications have been made to the London Stock Exchange to
cancel the trading in BCPT Shares on the Main Market, and to the Financial
Conduct Authority to cancel the listing of the BCPT Shares on the closed-ended
investment funds category of the Official List, which in each case is expected
to take effect by no later than 8.00 a.m. on 18 November 2024.

BCPT Shareholders are referred to the Scheme Document, in particular paragraph
10 of Part 2 of the Scheme Document, which sets out in detail the full terms
and conditions of the settlement of the consideration payable for each Scheme
Share under the Acquisition.

Directorate changes

As the Scheme has now become effective, BCPT duly announces that, as of 15
November 2024, Paul Marcuse, Isobel Sharp, John Wythe, Linda Wilding and
Karima Fahmy will each step down from the BCPT Board (as well as the boards of
BCPT's subsidiaries). Each of Matthew Parrott, Nicholas Chadwick and Daniel
McLoughlin have been appointed as directors of BCPT and each of its
subsidiaries as of today's date.

Dealing disclosures

BCPT is no longer in an "Offer Period" as defined in the City Code on
Takeovers and Mergers (the "Code") and, accordingly, the dealing disclosure
requirements previously notified to those interested in BCPT Shares no longer
apply.

Enquiries:

 Balanced Commercial Property Trust Limited                                                                         via Burson Buchanan  
 Paul Marcuse (Chairman)                                                                                                                 
 Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser and Joint Corporate Broker to BCPT)  +44 (0)20 7623 2323  
 Bronson Albery / Callum West / Patrick Colgan / Dion Di Miceli (Corporate Broking)                                                      
 Dickson Minto Advisers LLP (Joint Financial Adviser and Rule 3 adviser to BCPT)                                    +44 (0)20 7649 6823  
 Douglas Armstrong / Andrew Clark / Jamie Seedhouse                                                                                      
 Winterflood Securities Limited (Joint Corporate Broker to BCPT)                                                    +44 (0)20 3100 0265  
 Joe Winkley / Neil Morgan / Innes Urquhart                                                                                              
 Burson Buchanan (PR Adviser to BCPT)                                                                               +44 (0)20 7466 5000  
 Helen Tarbet / Henry Wilson / George Beale                                                                                              

 

Important notices

You should read this announcement and the Scheme Document and if you are in
any doubt as to the action you should take, consult an independent financial
adviser. In making an investment decision you must rely on your own
examination of the terms of the Scheme, and the Acquisition, including the
merits and risks involved. If you have any questions about the Scheme
Document, the Court Meeting or the General Meeting or are in any doubt as to
how to complete the Forms of Proxy, please contact Computershare on the number
set out above.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting as lead financial adviser and joint corporate broker to BCPT
and for no one else in connection with the Acquisition and the matters set out
in this announcement and the Scheme Document and will not be responsible to
anyone other than BCPT for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters set out in or
referred to in this announcement and the Scheme Document. In accordance with
the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of
the US Exchange Act, Barclays and its affiliates will continue to act as
exempt principal trader in BCPT securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Takeover Code will be
reported to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.

Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as joint financial
adviser and sole Rule 3 adviser to BCPT and for no one else in connection with
the Strategic Review, the Acquisition and any other matters referred to in
this announcement and the Scheme Document and will not be responsible to
anyone other than BCPT for providing the protections afforded to clients of
Dickson Minto Advisers nor for providing advice in connection with the
Strategic Review, the Acquisition and any other matters referred to in this
announcement and the Scheme Document. Neither Dickson Minto Advisers nor any
of its affiliates (nor any of its or their respective directors, officers,
employees, members, representatives or agents) 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 Dickson Minto Advisers in connection with
the Strategic Review, the Acquisition and any other matters referred to in
this announcement and the Scheme Document, any statement contained herein or
in the Scheme Document or otherwise.

This announcement and the Scheme Document do not constitute an offer or an
invitation to purchase or subscribe for any securities, or a solicitation of
an offer to buy any securities, pursuant to this announcement and the Scheme
Document or otherwise in any jurisdiction in which such offer or solicitation
is unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice. BCPT Shareholders who
are in any doubt about the contents of this announcement should consult their
own legal adviser, tax adviser or financial adviser for legal, tax, business
or financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

Overseas jurisdictions

This announcement has been prepared for the purpose of complying with English
law, Guernsey law and the Takeover 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 jurisdictions
outside the United Kingdom and Guernsey.

The release, publication or distribution of this announcement and any formal
documentation relating to the Acquisition in, into or from jurisdictions other
than the United Kingdom or Guernsey may be restricted by law and/or regulation
and therefore any persons who are subject to the laws of any jurisdiction
other than the United Kingdom or Guernsey should inform themselves about and
observe any applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the United Kingdom or Guernsey to
vote their BCPT Shares with respect to the Scheme at the Court Meeting or the
Resolution at the General Meeting, or to execute and deliver Forms of Proxy
appointing another person to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. 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.

Unless otherwise determined by Bidco or required by the Takeover Code, the
Acquisition is not being made, directly or indirectly, in, into or from, or by
use of the mails of, or any means of instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, any Restricted Jurisdiction
and shall not be capable of acceptance by any such use, means, instrumentality
or facility or from within any Restricted Jurisdiction.  Accordingly, copies
of this announcement and any formal documentation relating to the Acquisition
(including the Scheme Document) are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from any Restricted Jurisdiction or any other jurisdiction where to do so
would constitute a violation of the laws of that jurisdiction, and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send such documents in, into or
from any Restricted Jurisdiction. 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 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 or
from within any Restricted Jurisdiction.

The availability of the Acquisition to BCPT Shareholders not resident in the
United Kingdom or Guernsey may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of, or are otherwise
resident in, any jurisdiction other than the United Kingdom or Guernsey should
inform themselves about and observe any applicable requirements. BCPT
Shareholders who are in doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Shareholders are contained in
paragraph 11 of Part 2 of the Scheme Document. All BCPT Shareholders or other
persons (including nominees, trustees and custodians) who would otherwise
intend to or may have a contractual or legal obligation to forward the Scheme
Document and the accompanying Forms of Proxy to a jurisdiction outside the
United Kingdom and Guernsey should refrain from doing so and seek appropriate
professional advice before taking any action.

US investors

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
of BCPT 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 US 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.

It may be difficult for US holders of BCPT Shares to enforce their rights and
any claim arising out of 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 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 or the Scheme Document
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 or the Scheme Document is
adequate, accurate or complete. Any representation to the contrary is a
criminal offence in the US.

US holders of BCPT Shares should also 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 US 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, Guernsey 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.

Further details in relation to US holders are contained in the Scheme
Document.

Publication on 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, 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 not
later than 12 noon (London time) on the Business Day following the publication
of this announcement.

Save as expressly referred to in the Scheme Document, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement
and/or the Scheme Document.

Market Abuse Regulation

The information communicated in this announcement is deemed to constitute
inside information for the purposes of Article 7 of the UK version of
Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018, as amended. The person responsible for arranging
the release of this announcement on behalf of BCPT is Allison Dunning of
Northern Trust International Fund Administration Services (Guernsey) Limited,
the company secretary of BCPT. Upon the publication of this announcement, this
information is considered to be in the public domain.



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